DIRECTORS' REPORT

Your directors are pleased to present the 44^th 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, 2026.

Financial Performance

The summarized financial performances for the Financial Year ended March 31, 2026, are as under:

Performance review and the state of Company’s
affairs

The company’s consolidated total income for the year 2025-26 is
H1684 Crores increased by 8.58 % over the previous financial year
and the standalone total income for the year 2025-26 is H1683
Crores increased by 8.65 % over the previous financial year.

The Company has achieved 9% growth in revenue during the
financial year under review, mainly due to higher volume of sales
in Boards & panel business and also in textile division. Cement
roofing business turnover remain almost at same level compared
to last year. The company’s profitability is improved compared to
last year. The cement roofing business profitability improved as
there is reduction in raw material costs during the year compared
to previous year. The boards & panels contributed more due to
higher volumes with similar margins to the previous year. The
textile business performance improved compared to previous
year though profitability was very marginal in the textile business.
Interest costs reduced due to higher cash flows during the year
and repayment of loans.

The Company made standalone profit after tax of H87.83 Crores
during the current financial year compared to H0.14 Crores in the
previous financial year. The profit includes exceptional income
(net of tax) on sale of lands H51.16 cores during the year. The
company is expecting to have a significant growth in the coming
years as it has foreseeing good economic indicators with good

monsoons expected in the coming year. The company has been
able to utilise near full capacity in Boards business during the
year and looking to expand further with additions in capacities in
coming years. The company is the largest player in fibre cement
board business in India. The additions in capacities will help in
taking advantage of economies in logistic and operational costs.

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

Cash Profit during the year is H153 crores as compared to H64
crores in the previous year.

The capital expenditure for FY 2025-26 was H37 crores, towards
regular normal addition.

Share capital

During the financial year under review there were no changes 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 2015 and based on the parameters enunciated in the
Dividend Distribution Policy adopted by the company, the Board
of Directors of the Company, at its meeting held on May 18, 2026,
had recommended a Final Dividend of H1.20/- (Rupee One and
Twenty Paise only) per Equity Share of H2/- each fully paid-up, for
your approval for the Financial Year 2025-26.

The Final dividend, if approved at the 44^th 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, 2026, the Board 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 2025-26, 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.

Material changes and commitment affecting the
financial position

There are no material changes affecting the financial position of
the Company, subsequent to the closure of FY 2025-26 till the
date of this Report.

Subsidiary companies

The Company has two subsidiaries, i.e., Visaka Green Private
Limited and Atum Life Private Limited as on March 31, 2026.

Visaka Green Private Limited was 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 was 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 Company
has put up Atum charging stations which provides clean energy
to consumers. ATUM Charge is India’s First Green EV charging
stations, and it is powered by our own ATUM Solar roofing.
The Company aims for Zero emissions, net zero facilities and
sustainable network.

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 company and its subsidiaries,
wherever applicable, are available on the company’s website.
These are also available for inspection during regular business
hours at our registered office in Hyderabad, India.

There has been no material change in the nature of the business
of the subsidiary companies.

Management discussion and analysis
Global economy

Global economic grew marginally at an 3.4% in 2025 compared
to 3.3% in the previous year, influenced by the US tariff shock of
April 2025. Despite being partially unwound through subsequent
trade deals, it left effective tariff rates well above pre-2025 levels
and heightened trade policy uncertainty.

Advanced economies witnessed a marginal growth from 1.8%
in 2024 to 1.9% in 2025, while emerging market and developing
economies demonstrated relative resilience, expanding by 4.4%
in 2025 compared to 4.3% in 2024.

Global inflation continued its multi-year downward trend in 2025,
declining to an estimated 4.1% from 5.8% in 2024.

(Source: IMF,UN.org)

Performance of the major economies, 2025

United States: GDP growth of 2.1% in 2025 compared to 2.8%
in 2024.

China: GDP growth was 5.0% in 2025 compared to 5.0% in 2024.
United Kingdom: GDP growth was 1.3% in 2025 compared to 1.1%
in 2024.

Japan: GDP growth was 1.2% in 2025 compared to (0.2) % in 2024.
Germany: GDP growth was 0.2% in 2025 compared to a -0.5%
in 2024.

(Source: IMF April 2026 Outlook, World Bank)

Outlook

Given the challenge of forming stable, real-time assumptions for
projections, the IMF World Economic Outlook report adopted a
'reference forecast’ instead of a conventional baseline, assuming
the war remains contained in duration, intensity and reach, with

disruptions easing by mid-2026, in line with commodity futures as
of March 10, 2026.

Under this reference view, global growth is projected at 3.1 percent in 2026
and 3.2 percent in 2027. Global inflation is expected to rise to 4.4 percent
in 2026 before easing to 3.7 percent in 2027.

(Source: OECD Interim Economic Outlook, IMF, World Economic Forum,
Federal Reserve, Bank of England, European Central Bank, Bank of Japan)

Indian economy

The Indian economy's real GDP grew at 7.7% in FY26, compared to
7.1% in FY25. This growth was driven by strong consumption and
increasing investments, reaffirming India's position as the fastest-growing
major economy.

India's Real GDP at Constant Prices was estimated at H323.12 lakh crore in
FY 2025-26, compared with H 299.89 lakh crore in FY 2024-25.

Growth of the Indian economy

E: Estimated. Note: FY24 figure restated under new base year
2022-23. (Source: MoSPI)

* The FY23 figure (7.0%) is from the old base year series (2011-12)
as the new series back-data for FY23 will only be available after
December 2026.

Growth of the Indian economy quarter by quarter,
FY 2025-26

Note: Q2 revised upward from 8.2% and Q3 from 7.35% under the
new base year 2022-23 series released February 27, 2026. Q4
remains an estimate. (Source: MoSPI)

Inflation, policy and currency dynamics

Inflation remained benign through much of FY26, with full-year
CPI estimated at an exceptionally low 2.1%. This created room for
125 basis points of cumulative rate cuts, supporting consumption
and investment.

However, macro stability was accompanied by currency volatility.
The Indian rupee depreciated sharply by 9.88% during FY26 — its
steepest fall since FY12 — touching H94.83 against the US dollar.
This reflected global capital flows, a strong dollar environment,
and geopolitical uncertainties.

Capital flows and market behaviour

Foreign portfolio investors remained risk-averse, withdrawing a
record H1.8 trillion during FY26 - the largest outflow in 36 years.

However, strong domestic institutional inflows of H8.50 trillion
provided a crucial counterbalance, highlighting the growing
maturity and depth of India’s domestic capital markets.

India's market capitalisation declined 8 percent year on year
in FY26 to $4.5 trillion from $4.83 trillion in FY25, marking the
sharpest drop since FY23. On the last trading day of the year, the
BSE Sensex fell 7 percent, or 5,467 points, compared with a rise
of 5.10 percent, or 3,763 points, in the same period last year, while
the Nifty 50 declined 5 percent, or 1,200 points, against a gain
of 5.34 percent, or 1,192 points, in the corresponding period. The
downturn was largely driven by the ongoing West Asia conflict
and concerns around potential tariff measures under Donald
Trump, which weighed on global investor sentiment.

Gold prices surged 64.1% during FY26 reflecting global risk
aversion and safe-haven demand.

India’s net direct tax collections rose 5.12% y-o-y to H23.40 lakh
crore in FY26, though this fell short of the Revised Estimate of
H24.21 lakh crore by approximately H80,000 crore. Corporate tax
collections came in at H10.99 lakh crore against a target of H11.09
lakh crore, while personal income tax (including STT) stood at
H12.41 lakh crore against a target of H13.12 lakh crore — the larger of
the two misses, partly reflecting the income tax relief extended to
the middle class in the Union Budget 2025-26

Banking sector

India’s banking sector reflected improving financial health, with
the gross non-performing asset ratio declining to a robust 2.1
percent as of September 2025, indicating stronger asset quality
and disciplined lending practices. This stability was mirrored in
profitability metrics, as scheduled commercial banks reported
a return on assets of 1.3 percent and a return on equity of 12.5
percent during the first half of 2025-26, underscoring sustained
operational efficiency and a healthier balance sheet trajectory.

India’s growth story is increasingly services-led:

Real Gross Value Added (GVA), which measures economic output
excluding taxes and subsidies, grew 79% in FY26, compared with
7.3% in FY25. At current prices, nominal GVA rose 9.1% to H 314.87
lakh crore from H 288.54 lakh crore a year earlier.

The tertiary services sector remained a key growth driver,
expanding by 9.0 percent in FY26 and increasing its share in
nominal gross value added to 54.3 percent from 52.8 percent in
FY25, supported by broad-based momentum across segments.

During FY26, financial, real estate, IT and professional services
grew by 9.9 percent, while trade, hotels, transport, communication
and broadcasting recorded a strong 10.1 percent growth, and
public administration and other services expanded by 5.8 percent.

The secondary sector grew 9.1 percent, accelerating from 8.0
percent in the previous year, driven by manufacturing alongside

construction growth of 7.1 percent. This combination of services-
led scale and manufacturing acceleration is shaping a more
balanced and resilient economic structure.

Consumption and investment balance

During FY26, Private Final Consumption Expenditure (PFCE) and
Gross Fixed Capital Formation (GFCF) maintained above-7%
growth, reflecting a well-balanced demand composition across
household spending and investment activity.

Growth catalysts

Policy-led consumption boost: The Union Budget FY27s
tax relief measures—particularly income tax exemptions up to
H12 lakh—are expected to stimulate discretionary spending and
reinforce consumption-led growth.

Anticipatory Pay Commission impact: The 8 ^th Pay Commission,
though expected to be implemented from FY28, is already shaping
consumer sentiment, creating a forward consumption impulse.

Monetary stability: The Reserve Bank of India's calibrated
stance, with the repo rate at 5.25%, balances inflation risks with
growth support, ensuring macroeconomic stability

Credit expansion: Improved banking health and liquidity
conditions are expected to sustain strong credit growth across
MSMEs, housing, and retail segments.

Fiscal prudence with growth focus: The Union Budget
maintains fiscal discipline while prioritising infrastructure,
MSME support, skilling, and innovation—key levers for long¬
term productivity.

Outlook

The year under review underscores a defining divergence:
a world grappling with uncertainty, and an India navigating it
with confidence.

In a global environment marked by fragmentation and caution,
India stands out as a rare convergence of stability, scale and
structural opportunity. The World Bank has revised its FY27
growth estimate upward to approximately 6.6%, reflecting
resilient domestic momentum even as growth moderates from
the previous year. India is expected to retain its position as the
fastest-growing major economy.

Growth will be shaped by a combination of strong domestic
demand and resilient private consumption, supported
by low inflation and GST rationalisation, alongside stable
export performance with improved access to key markets.
This momentum is further reinforced by sustained policy
support, ongoing economic reforms, and a favourable
demographic advantage.

While risks persist, particularly from elevated energy prices,
subsidy pressures on government spending, and uncertainty

in global demand, India's macroeconomic fundamentals
remain strong.

Over the medium term, sustained consumption, gradual
investment recovery, and expanding global trade linkages are
expected to reinforce India’s position as a key driver of global
economic growth.

(Source: Upstox, Economic Times, India Today, 5paisa, Livemint, The
Logical India)

Construction and building materials industry
review

Construction materials form the foundation of every structure,
shaping its strength, efficiency, appearance, and environmental
footprint. From ancient times, natural options like stone and
wood have been prized for their durability, resilience, and
aesthetic appeal, with varieties such as granite, limestone, and
marble symbolizing permanence and grandeur. The advent of
manufactured materials like concrete, steel, and glass transformed
modern building practices, offering affordability, versatility, and
enhanced structural capacity, especially through innovations
like reinforced concrete that combine compressive and tensile
strength. Ultimately, the choice of materials extends beyond
functionality and design, influencing sustainability through factors
such as energy used in extraction and production, transportation
demands, recyclability, and long-term performance, making
material selection a critical decision in today’s environmentally
conscious construction landscape.

The construction materials market is experiencing significant
transformation, driven by supply chain disruptions, evolving
regulatory frameworks, and advances in material innovation that
are reshaping sourcing strategies and investment priorities. For
industry leaders, aligning business strategies with these shifting
procurement drivers and performance expectations has become
essential in navigating this dynamic environment. Valued at USD
1.39 trillion in 2025, the market expanded to USD 1.46 trillion in
2026 and is expected to sustain growth at a CAGR of 5.19%,
ultimately reaching USD 1.99 trillion by 2032.

Growing emphasis on energy-efficient and eco-friendly
construction is fueling demand for materials that enhance
sustainability and minimize carbon emissions. The global
construction materials market plays a crucial role in supporting
rising infrastructure needs and expanding building activity
worldwide. Key growth drivers include large-scale investments,
rapid urbanization, and increasing population pressures, while
the sector continues to face hurdles such as volatile raw material
costs and stringent environmental regulations.

The Asia Pacific region leads the global construction materials
market, supported by its vast population, rapid urbanization,
and large-scale infrastructure development. Valued at USD 696
billion in 2025, the market is expected to reach nearly USD 995
billion by 2034, growing at a CAGR of 3.99%. Countries such as

China, India, and Japan are driving demand through expanding
residential, commercial, and industrial projects, alongside
government-backed infrastructure initiatives that reinforce the
region’s dominance. Meanwhile, the Middle East and Africa
are emerging as the fastest-growing markets, fueled by urban
expansion, population growth, and ambitious construction
ventures. Nations like the UAE, Saudi Arabia, and Qatar are
channeling significant investments into airports, stadiums, hotels,
and housing developments, creating strong momentum for
construction materials demand across the region.

In 2025, U.S. tariff measures created significant cost and supply
pressures on metals, specialty glass, and polymers. Companies
responded by diversifying suppliers, shifting toward domestic
and nearshore sourcing, and bolstering inventory strategies.
Procurement schedules and material choices were adjusted,
with some projects substituting inputs to avoid tariff exposure.
These changes also led to renegotiated contracts, tighter cost
controls, and added customs compliance requirements. As a
result, strategic planning now emphasizes supplier redundancy,
scenario modeling, and resilient partnership structures to manage
trade volatility.

The India building materials market size reached USD 44.4 billion in
2025 and is expected to grow to USD 64.5 billion by2034, reflecting
a CAGR of 4.24% during 2026-2034. Growth is fueled by rapid
urbanization, expanding infrastructure, and rising construction
activity, while increasing demand for sustainable, energy-efficient
materials and technological advancements further shape the
market’s trajectory. Key segments driving this expansion include
cement, steel, glass, and eco-friendly alternatives.

The India roofing market is projected to rise from USD 8.08 billion in
2025 to USD 8.6 billion in 2026, reaching USD 11.73 billion by 2031
with a CAGR of 6.41% during 2026-2031. This growth is fueled by
rapid urbanization, government-driven infrastructure initiatives,
and climate-adaptation policies that are reshaping material
choices and adoption trends. While residential construction
continues to dominate demand, advanced commercial,
industrial, and infrastructure projects are driving greater uptake
of premium membranes and solar-ready solutions. In response,
manufacturers are pursuing vertical integration, expanding
capacities, and adopting direct-forming technologies to reduce
lead times and enhance cost efficiency. Meanwhile, competition
is intensifying as new entrants boost metal sheet production and
established players diversify with cool-roof coatings and energy-
efficient systems.

(Source: Research and Market, IMARC Group, Mordor Intelligence)

Outlook

The construction materials sector is on a strong growth path,
propelled by large-scale housing and infrastructure initiatives
and the increasing integration of technology and automation

to streamline operations and logistics. Market consolidation is
reshaping the competitive landscape, with dominant players
expanding through acquisitions to secure stronger positions.
Sustainability has become a central theme, driving demand for
eco-conscious materials that reduce environmental impact.
Yet, the industry continues to grapple with challenges such as
price pressures from unorganized competitors, inconsistent
standards, volatile input costs, and supply chain disruptions
that threaten profitability. A shortage of skilled labor further
complicates installation and technical support needs. Although
government-led projects are expected to sustain demand,
environmental issues ranging from dust and noise to ecological
damage from resource extraction pose significant obstacles.
Added to this are high transportation expenses, restrictive zoning
regulations, and limitations on natural resource use, all of which
intensify supply chain constraints and make market expansion
increasingly complex.

(Source: Fortune Business Insights)

Growth drivers

India’s urban transformation: India’s urban population is projected
to reach 600 million by 2036, a surge that will profoundly influence
infrastructure, housing, public services, and overall economic
growth. With urban areas expected to contribute 70% of the
nation’s GDP by that year, their role in driving development is
undeniable. Yet, this expansion also brings pressing challenges,
including widening infrastructure gaps, rising demand for
affordable housing, mounting environmental pressures, and the
urgent need for sustainable urban planning to ensure balanced
and resilient growth.

Population growth and consumption as market drivers: India, the
world’s most populous nation, is expected to reach 1.52 billion
people by 2036, creating both opportunities and challenges
for its economy. A vast and diverse workforce provides a strong
foundation for industrial and infrastructure expansion, while the
sheer size of the consumer base fuels demand across housing,
commercial spaces, and public services. With consumption
acting as a primary engine of economic growth, this demographic
momentum is set to be a critical driver of the construction
materials market in the coming decades.

Economic growth and rising prosperity: India’s economic
trajectory reflects remarkable acceleration, taking six decades
to reach the USD1 trillion milestone, then doubling to $2 trillion
by 2014, adding another trillion by 2021, and surpassing $4
trillion in 2025, with projections to achieve $5 trillion within the
next two years. Alongside this expansion, per capita income has
steadily advanced, crossing $1,000 in 2009, doubling to $2,000
by 2019, and expected to reach $3,000 by 2026. Looking ahead,
India’s gross national income per capita is forecast to climb to
$4,000 by 2030, positioning the country firmly within the upper-

middle-income bracket and reinforcing its role as a key driver of
global growth

Demographic dividend and consumer potential: By 2030, India’s
working-age population (15-64 years) is expected to reach
100 crores, accounting for one-fifth of the global workforce.
This demographic shift will be accompanied by a decline in the
dependency ratio from 47% in 2023 to 31% by 2031, creating
conditions for higher disposable incomes and stronger consumer
spending, thereby reinforcing India’s economic and market
growth momentum.

Commercial sector expansion as a growth driver: The commercial
segment has emerged as the fastest-growing area in the global
construction materials market, encompassing offices, retail
spaces, hotels, hospitals, and educational institutions. Its rapid
growth is fueled by economic development, rising business
activity and the expansion of the service industry As enterprises
scale operations and new commercial establishments are built,
demand for construction materials intensifies, positioning the
commercial sector as a critical driver of market growth.

Technology and evolving workspaces as demand catalysts:
Advancements in technology and shifts in workplace dynamics
are fueling the need for modern, sustainable commercial buildings,
which in turn amplify demand for construction materials. This
transformation creates lucrative opportunities for providers to
supply innovative solutions that meet the evolving requirements
of businesses and institutions, reinforcing the commercial sector’s
role as a key driver of market growth.

(Source: Prime US Partners, The Wire, UPSC, Times of India, Business
Standard)

Government initiatives

Enhanced capital expenditure for infrastructure : Public capital
expenditure is set to rise to H12.2 lakh crore in FY 2026-27,
reflecting an increase of 9% as compared to FY 2025-26 and
constituting 3.1% of India’s GDP This investment is directed
towards accelerating infrastructure projects such as roads,
power plants, and public facilities, thereby driving demand in the
construction sector.

The national building code (NBC): NBC is published by the
Bureau of Indian Standards(BIS) is a comprehensive guideline for
safe, functional, and sustainable building construction, covering
planning, design, execution, and maintenance, ensuring public
safety through provisions for structural integrity, fire safety
health, and accessibility while also promoting efficiency and
incorporating modern techniques like disaster resilience and
accessibility for the elderly and disabled. It’s a voluntary national
document adopted by local bodies and organized into 13 parts,
providing detailed rules for development control, materials, fire
safety, and services.

National industrial corridor development programme (NICDP)
The National Industrial Corridor Development Programme

(NICDP) is a transformative initiative reshaping India’s industrial
ecosystem. Driven by collaboration between the Government of
India, state authorities, and industrial development corporations,
the programme focuses on building modern industrial corridors
across the country. These corridors are designed to position India
as a competitive global hub for manufacturing and investment. By
fostering advanced industrial centres, the NICDP is expected to
generate employment, stimulate economic growth, and contribute
to comprehensive socio-economic development nationwide.

Affordable housing initiatives: India’s affordable housing
framework is anchored by initiatives such as the Pradhan
Mantri Awas Yojana - Gramin (PMAY-G), launched in 2016 to
achieve housing for all in rural areas by 2028 through financial
assistance for constructing pucca houses, with support varying
between flat and hilly terrains, and a target of 2.95 crore homes
identified via SECC 2011 data and Gram Sabha verification.
Complementing this, the Pradhan Mantri Awas Yojana - Urban
(PMAY-U) extends affordable housing to cities, offering interest
subsidies of up to 6.5% on loans for beneficiaries across
economically weaker, low-income, and middle-income groups,
implemented through mechanisms such as slum redevelopment,
housing partnerships, and individual-led construction. Alongside
these flagship schemes, the Housing and Urban Development
Corporation (HUDCO) provides critical financing for residential
and infrastructure projects, offering affordable loans to both
developers and individuals with competitive interest rates and
flexible repayment options, thereby strengthening access to
durable and sustainable housing across the country.

SWAMIH investment fund: reviving stalled housing projects:
Launched in November 2019, the Special Window for
Affordable and Mid-Income Housing (SWAMIH) Investment
Fund is a government-backed initiative designed to provide
last-mile financing for stalled housing projects, supported
by the Department of Economic Affairs under the Ministry of
Finance. Demonstrating strong execution and disciplined capital
deployment, the Fund committed its entire investible corpus
ahead of its investment period ending on 5^th December 2025.
With a portfolio spanning more than 145 projects across 30 cities,
SWAMIH has become the country’s largest residential-focused
stress resolution platform. It is expected to deliver over 1 lakh
homes, benefiting more than 4 lakh people, and by 15^th December
2025 had already delivered around 61,000 homes across 110
projects, including over 7,000 units dedicated to rehabilitation and
the Economically Weaker Sections (EWS) category.

National Scheme for ITI upgradation and centres of excellence:
Announced under the Union Budgets of 2024-25 and 2025-26,
the National Scheme for Industrial Training Institute (ITI)
upgradation and the establishment of five National Centres of
Excellence (NCOEs) for skilling will be implemented as a centrally
sponsored scheme with a total outlay of H60,000 crore. The
funding structure includes H30,000 crore from the centre, H20,000
crore from states, and H10,000 crore from industry, with half of the

central share co-financed equally by the Asian development bank
and the World bank. The programme aims to modernize 1,000
government ITIs through a hub-and-spoke model, introducing
industry-aligned revamped trades and courses, while also
enhancing the capacity of five National Skill Training Institutes
(NSTIs). These NSTIs will host the newly established centres of
excellence, positioning India’s skilling ecosystem to meet global
standards and strengthen workforce competitiveness.

(Source: PIB, Enterprise IT World)

Fibre cement products market review

Fibre cement is a superior building material widely used as
a tiling substrate, offering clear advantages over chipboard,
plywood, or plasterboard. It is stronger, highly durable, and
resistant to rot, swelling, warping, or delamination, while also
protecting against water, moisture, mould, and pests. Classified
as A1 non-combustible, fibre cement is engineered through an
environmentally friendly process and can be easily disposed of
on-site. Combining the hardness of rock with the versatility of
wood, it serves as an effective solution for facades, roofs, and
terraces. Manufactured from naturally available materials such as
Portland cement, chalk, sand, water, and reinforcing fibres, fibre
cement achieves both strength and flexibility. Portland cement,
made from iron ore, limestone, and clay, binds the mix together,
while sand enhances weather resilience and performance. Water
dissolves wood pulp into cellulose fibres, activating and hardening
the cement, resulting in thin, lightweight yet exceptionally strong
boards, slates, and planks that deliver both style and durability

India fibre cement boards and Sheets market was valued at USD
4.8 billion in 2024 and is expected to reach USD 7.77 billion by
2030 with a CAGR of 8.2% during the estimated period.

The Indian fiber cement market is experiencing strong growth,
fueled by rising construction activity across residential,
commercial, and industrial sectors. Rapid urbanization and
large-scale infrastructure development are driving demand
for durable, fire-resistant, and weather-resilient materials.
Architects and builders increasingly prefer fiber cement over
traditional options like wood and asbestos due to its eco¬
friendly profile and low maintenance requirements. Government
initiatives such as affordable housing programs and smart
city projects are further expanding its application base,
while home remodeling and renovation trends are boosting
consumer preference for long-lasting solutions. Innovation
is also shaping the market, with high-performance boards
offering enhanced insulation and soundproofing gaining
traction. Manufacturers are adopting sustainable production
practices by reducing carbon footprints and incorporating
recycled inputs, while prefabricated construction techniques are
accelerating demand through faster installation. The introduction
of new designs and textures is enhancing the aesthetic appeal of
fiber cement in modern architecture. With growing awareness of
sustainable building solutions, the market is poised for continued

expansion, supported by technological advancements and
evolving consumer preferences.

(Source: Techsci Research)

Growth drivers

Growing preference for disaster-resilient materials: Fiber cement
has emerged as a trusted choice in disaster-prone regions
thanks to its exceptional resistance to hurricanes, wildfires, and
moisture-related damage. Governments and insurers are actively
promoting its adoption by introducing incentives and enforcing
stricter building codes that prioritize durable, non-combustible
materials. Developers, too, are increasingly shifting toward fiber
cement, recognizing its superior safety and longevity compared
to conventional options like wood or vinyl siding. This heightened
focus on resilient infrastructure is positioning fiber cement
as a go-to material across both residential and commercial
construction projects.

Rising demand for advanced construction solutions: The
construction industry has witnessed a surge in demand for fiber
cement as an advanced material, driven by rapid urbanization and
industrialization in developing nations. Migration to metropolitan
areas in search of better opportunities has accelerated residential
housing projects, further boosting the need for durable building
materials. Fiber cement is now widely used in applications
such as paving tiles, exterior cladding, and siding for moisture-
resistant walls, making it integral to modern housing development.
With construction activity on the rise, the market outlook for
fiber cement remains strong, supported by its versatility and
performance advantages.

Technological advancements driving product performance:
Ongoing innovation is playing a pivotal role in strengthening
the fibre cement market. New developments have produced
boards that are lighter, stronger, and highly resistant to moisture,
making them particularly suitable for use in coastal regions,
humid climates, and rapid construction projects. At the same
time, advances in surface finishing techniques have introduced a
diverse range of aesthetic choices such as textures, colours, and
patterns that enhance the appeal of fibre cement for both interior
and exterior applications. These technological improvements not
only reduce installation time and overall costs but also provide
architects and builders with greater flexibility in design, reinforcing
fibre cement’s position as a versatile and high-performance
construction material.

(Source: Fortune Business Insight, Polaris Market Research)

Government initiatives

Affordable housing demand: India’s rapid urbanization and
population growth have intensified the need for cost-effective,
durable housing solutions. Fibre cement boards, with their
strength, moisture resistance, and fire-resistant properties,
are increasingly being adopted in affordable housing projects.

Government schemes such as the Pradhan Mantri Awas Yojana
(PMAY) and the “Housing for All” mission are further reinforcing
this demand, making fibre cement a preferred material for large-
scale residential development.

Infrastructure development initiatives: Major government
programs like the Smart Cities Mission and urban renewal
projects are reshaping India’s urban landscape. These initiatives
require reliable, energy-efficient, and sustainable construction
materials to meet long-term performance goals. Fibre cement
boards, known for their durability and alignment with sustainable
development objectives, are well-suited to support these projects,
ensuring resilience and efficiency in modern infrastructure.

Sustainable construction practices: The growing emphasis on
eco-friendly building practices has accelerated the adoption of
fibre cement in India. Developers and architects are increasingly
choosing materials that contribute to healthier indoor
environments and meet global green certification standards
such as LEED and GRIHA. Fibre cement, produced through
environmentally conscious processes and offering improved air
quality is becoming a cornerstone of sustainable construction,
reflecting the industry’s shift toward greener and more
responsible practices.

(Source: Techsci Research)

Indian textiles industry review

The Indian textile and apparel market, valued at USD 248.70
billion in 2025, is expected to reach USD 656.31 billion by 2034,
reflecting a compound annual growth rate of 11.38% between
2026 and 2034. As one of the cornerstones of India’s economic
development, the sector integrates traditional craftsmanship with
modern manufacturing, catering to both domestic consumption
and international exports. Beyond its economic contribution, the
industry plays a vital social role by generating rural employment,
encouraging women’s participation in garment manufacturing,
and preserving regional textile traditions that form an essential
part of India’s cultural identity while adapting to evolving
consumer preferences.

Functioning as a powerful economic engine, the textile and
apparel industry employs millions across the value chain,
from cotton farmers to garment workers, while contributing
significantly to foreign exchange earnings through exports.
The sector maintains a unique balance between heritage and
modernity, serving diverse market segments ranging from
commodity fabrics to premium fashion textiles. Regional clusters
have developed specialized strengths-Maharashtra in integrated
mill production, Gujarat in synthetic textiles, Tamil Nadu in cotton
spinning, and Uttar Pradesh in handloom traditions. This diversity
is exemplified by Varanasi’s artisans producing intricate Banarasi
silk saris on traditional pit looms, alongside Surat’s industrial-scale

power loom facilities manufacturing synthetic fabrics for global
fast-fashion retailers.

India’s textile and apparel sector is poised for sustained expansion,
driven by rising domestic consumption, enhanced manufacturing
capacity, improved export competitiveness, and diversification
into higher-value product segments. The demographic advantage
of a young population, rapid urbanization, and the growth of digital
commerce platforms are strengthening demand fundamentals
across categories. Strategic investments in advanced spinning
and weaving technologies, adoption of sustainable production
practices to address environmental concerns, and the
development of innovative design capabilities will further elevate
the industry’s global positioning, ensuring long-term growth
and resilience.

(Source: IMARC Group)

Growth drivers

Expanding consumer base and rising incomes: India’s textile
industry is propelled by the sheer scale of its population, which
exceeds 1.3 billion and creates a vast demand for clothing and
fabrics. This demand is further amplified by the steady rise in
disposable incomes, particularly among the middle class and
urban households. As purchasing power grows, consumers are
increasingly seeking diverse textile products, strengthening the
sector’s role as a key driver of economic activity

Policy support and strategic programs: Government initiatives
have become central to the expansion of India’s textile sector.
Flagship programs such as the Make in India campaign and the
National Textile Policy are designed to encourage domestic
manufacturing, enhance export competitiveness, and attract
large-scale investments. These measures not only strengthen
the industry’s global positioning but also ensure long-term
sustainability by fostering innovation and modernization.

Financial assistance and modernization efforts: Complementing
these policy measures, schemes such as the Technology
Upgradation Fund Scheme (TUFS) continue to provide targeted
financial support to textile manufacturers, enabling the adoption
of advanced technologies and improved operational efficiency
To strengthen liquidity access for textile MSMEs, the Government
has also enhanced the effectiveness of the Trade Receivables
Discounting System (TReDS), through which over H7 lakh crore
has already been facilitated. In addition, a dedicated H10,000 crore
SME Growth Fund has been introduced to nurture future champion
enterprises, with incentives linked to defined performance criteria.
Reflecting a clear strategic vision, the Union Budget 2026-27
aims to position India as a global textile manufacturing and export
hub, while driving inclusive growth, sustainability and large-scale
employment. The Ministry of Textiles will work closely with States,
industry stakeholders, MSMEs, artisans, and skilling institutions to
ensure the timely and effective implementation of these initiatives.

Technological advancements and innovation: Progress in fibre
technology has paved the way for high-performance synthetic
fibres that offer advanced features such as moisture management,
flame resistance, and recyclability. These breakthroughs are
expanding the scope of applications, particularly in performance
apparel and sustainable fashion segments. By combining
functionality with eco-friendly attributes, such innovations are
accelerating the growth of India’s synthetic fibre industry and
positioning it to meet evolving consumer and market demands.

(Source: Custom Market Insight, PIB)

Government initiatives

PM MITRA Park: Transforming India’s textile landscape: The PM
MITRA Park initiative is a flagship program aimed at modernizing
India’s textile sector through world-class infrastructure and
integrated value chains. In Tamil Nadu, a H1,894 crore (US$ 216.09
million) investment has been approved for a 1,052-acre park in
Virudhunagar, focused on technical textiles and processing,
expected to attract H10,000 crore (US$ 1.14 billion) and create
one lakh jobs by 2026. Similarly, Madhya Pradesh is developing
a H2,100 crore (US$ 239.59 million) park in Dhar, spanning 2,100
acres, supported by an MoU with the Brand & Sourcing Leaders’
Association. The state has already secured H3,500 crores (US$
399.32 million) in investments and is promoting organic cotton
under India’s Five F Vision. Together, these projects form part of
the broader PM MITRA Parks Scheme, which envisions seven
mega textile parks nationwide with H4,445 crores (US$ 541.82
million) in government support, expected to draw H85,370 crores
(US$ 10 billion) in private investments and elevate India as a global
textile hub.

Revival of khadi by KVIC: The Khadi and Village Industries
Commission (KVIC) recorded a historic turnover of US$ 20
billion in 2024-25, signaling a strong revival of Khadi. To support
artisans, a 20% wage hike for spinners was announced effective
April 2025. Rising demand, job creation, and design innovations
are reshaping Khadi into a sustainable fashion choice, particularly
appealing to younger generations and strengthening its role in
India’s textile heritage.

Samarth scheme extension: The Samarth Scheme, extended for
FY25 and FY26 with a budget of H495 crores (US$ 56.6 million),
aims to train three lakh people in textile-related skills. As of July
2025, over 4.57 lakh beneficiaries had been trained, with 3.55
lakh successfully placed, including 88% women. The scheme
is demand-driven, placement-focused, and covers the textile
value chain (excluding spinning and weaving), thereby enhancing
productivity and supporting job creation across the sector.

Government e-Marketplace (GeM) Initiative: By March 2026
about 1.50 lakh handloom agencies/weavers and 26,644 artisans,
had registered on the Government e-Marketplace (GeM) portal.
This digital initiative has expanded market access for traditional

artisans, enabling them to connect directly with buyers and
strengthen their economic opportunities through transparent and
efficient online transactions.

National technical textiles mission: The National Technical
Textiles Mission, launched in FY21 and extended until FY26 with
a financial outlay of H1,480 crores aims to achieve H86,680 crores
in technical textile exports. India’s current exports range between
H17,336 crore and H26,004 crores and the mission is expected to
significantly boost competitiveness in this high-value segment.

(Source: IBEF, Economics Times, Textile Trade Buddy, Global Textiles
Times)

India solar energy sector review

India’s energy demand is projected to rise faster than any other
country in the coming decades, driven by its vast population and
strong economic growth potential. Meeting this surge sustainably
requires a significant share of additional demand to be met
through low-carbon, renewable sources. India has pledged to
achieve net-zero emissions by 2070 and ensure that 50% of its
electricity generation comes from renewables by 2030, marking
a landmark global climate commitment. India solar energy market
was valued at USD 8 billion in 2025 and is expected to reach USD
14 billion by 2030.

As of FY 2025-26, India ranked third globally in renewable energy
installed capacity, moving up from fourth position and surpassing
Brazil. The country has emerged as the fastest-growing market for
renewable electricity with capacity additions expected to double
by 2026. India has also surpassed Japan to become the world’s
third-largest solar energy producer, generating 1,08,494 GWh of
solar power compared to Japan’s 96,459 GWh, according to the
International Renewable Energy Agency (IRENA) Renewable
Energy Statistics 2026..

Installed renewable power generation capacity has expanded
rapidly recording a CAGR of 14.93% between FY16 and FY26,
reaching 184.6 GW in FY26. Between January and November
2025 alone, India added about 45 GW of new capacity-its
strongest growth ever-driven largely by nearly 35 GW of solar
installations. Looking ahead, India’s ambitious climate and energy
goals include reducing the carbon intensity of its economy by 45%
by 2030, achieving half of its cumulative installed power capacity
from renewables by 2030, and reaching net-zero emissions by
2070. Low-carbon technologies are expected to create a market
worth up to US$ 80 billion by 2030, reinforcing India’s position as a
global leader in clean energy transition.

(Source: IBEF, Economic Times, Techsci Research, PIB, Globe News Wire,
Energi.media)

Growth drivers

Government policies and regulatory support: India’s solar energy
market is witnessing strong growth, supported by robust policies,

clear regulations, and ambitious capacity targets that continue
to attract domestic and global investments. In the Union Budget
2026, H22,000 crore has been allocated to PM Surya Ghar
(Rooftop Solar), a 10% increase from H20,000 crore last year.
The PM-KUSUM (Agri-Solar) outlay has also been raised from
H26 billion to H50 billion, strengthening rural solar adoption. These
efforts are supported by standardized auctions, transparent
bidding, and reliable power purchase agreements, along with
state-level incentives and streamlined approvals, enabling faster
project execution.

Declining costs and improved economics: Falling prices of solar
photovoltaic modules and balance-of-system components have
significantly enhanced project viability, making solar power more
competitive than conventional sources. Advances in cell efficiency,
manufacturing, and installation have driven the levelized cost of
electricity to record lows. In December 2025, GST reductions on
rooftop solar components cut system costs by 7-10%, reducing
payback periods and spurring adoption under schemes like
PM Surya Ghar: Muft Bijli Yojana. This cost advantage is fueling
organic demand across residential, commercial, industrial, and
utility segments, expanding the reach of solar energy nationwide.

Rising energy demand and urbanization: India’s rapid economic
expansion, accelerating urbanization, and improving living
standards have triggered a sharp rise in energy consumption
across residential, commercial, and industrial sectors.
Conventional power sources, particularly coal, are increasingly
strained in meeting this demand sustainably, underscoring
the urgent need for cleaner alternatives such as solar energy.
With urban areas growing swiftly, the demand for modern
infrastructure, electricity-intensive appliances, and public services
continues to climb. At the same time, rural electrification initiatives
are extending access to previously underserved regions. Solar
energy, with its modular and decentralized nature, is uniquely
positioned to address both urban and rural requirements, offering
a sustainable solution to India’s evolving energy landscape.

(Source: IMARC Group, Techsci Research, Tata Power, Energy Media)

Policy support

PM Surya Ghar: Muft Bijli Yojana (PMSGMBY): Launched on 13^th
February 2024, the PM Surya Ghar: Muft Bijli Yojana has become
the world’s largest domestic rooftop solar initiative, achieving a
milestone of 26 lakh solar-powered homes by March 2026. With
47.3 lakh applications and H18,000 crore in subsidies disbursed
to 6.13 lakh beneficiaries, the scheme is making solar energy
widely accessible.

Affordable financing and inclusion: To accelerate adoption, the
program offers collateral-free loans up to H2 lakh at a subsidized
6.75% interest rate through 12 Public Sector Banks. Of the 3.10

lakh loan applications received, 1.58 lakh have been sanctioned
and 1.28 lakh disbursed, ensuring financial inclusion and ease
of access.

Empowering citizens and sustainability: With a seamless 15-day
subsidy transfer and zero electricity bills for many households, the
scheme is not only powering homes but also empowering people.
Each installation offsets carbon emissions equivalent to planting
100 trees, reinforcing India’s path toward a cleaner, greener, and
self-reliant future.

Reduction in customs duties: Customs duties on critical solar
components, including inverters and batteries, have been reduced,
effectively lowering project setup costs and enhancing the overall
financial viability for developers in the solar energy sector.

Model solar village: The model solar village program aims to set
up one solar-powered village in every district, promoting energy
self-reliance in rural communities. With a total allocation of H800
crore, each selected village receives H1 crore in support. Eligible
villages must meet population criteria and are chosen through
a competitive process based on renewable energy capacity
Implementation is overseen by State/UT renewable energy
agencies under district level committees, creating benchmarks
for solar adoption nationwide.

(Source: PIB- Press Release, CDN)

Financial overview

Analysis of the profit and loss statement

Revenues: The Company reported a 8.76% growth in revenue
from operations, increased from H1,541 crore in FY 2024-25 to
H1,676 crore in FY 2025-26. Other income contributed 0.42 %
to the overall revenues, underscoring the company’s continued
reliance on its core business operations as the primary driver
of performance.

Expenses: The Company’s total expenses increased 5.42%
from H1,548 crore in FY 2024-25 to H1,632 crore in FY 2025-26,
primarily driven by higher costs. Employee-related expenses
accounted for 8.51% of the Company’s revenues and increased
by 5.30% from H136.02 crore in FY 2024-25 to H143.23 crore in
FY 2025-26.

Analysis of balance sheet - sources of funds

O The capital employed by the company decreased by 6.98%
from H1,290 crore as on March 31, 2025 to H1,200 crore as on
March 31, 2026.

O The net worth of the company increased from H750.74 crore
as on March 31, 2025 to H835.57 crore as on March 31, 2026
owing to increase in profits and surpluses.

O Long-term debt of the company decreased to H116 crore
as on March 31, 2026. The long-term debt-equity ratio of
the Company stood at 0.14 in 2025-26 compared to 0.22 in
2024-25.

O Finance costs of the company decreased from H44.24 crore in
2024-25 to H32.96 crore in 2025-26 following the increasing
cash flows and repayment of loans. The Company’s interest
cover stood at a comfortable 6.32 in 2025-26 compared to
2.46 in 2024-25.

Applications of funds

The Company’s gross fixed assets increased by 2.64% from
H1,097 crore as of March 31, 2025 to H1,126 crore as of March 31,
2026, primarily on account of routine capital expenditure.

Other non-current assets

The Company’s other non-current assets increased from H26.67
crore as on March 31, 2025 to H30.12 crore as on March 31, 2026.

Working capital management

O Current assets of the Company decreased from H666.56
crore as on March 31, 2025 to H628.23 crore as on March
31, 2026. The current and quick ratios stood at 1.60 and 0.53
respectively in FY 2025-26 compared to 1.34 and 0.44 in
FY 2024-25.

O Inventories, including raw materials, work-in-progress, and
finished goods, decreased by3.61 % from H364.82 crore as
on March 31,2025 to H351.66 crore as on March 31, 2026. The
inventory cycle days decreased from 95 days of turnover
equivalent in FY 2024-25 to 79 days in FY 2025-26.

O Trade receivables decreased by 12.76% from H194.17 crore as
on March 31,2025 to H169.40 crore as on March 31,2026. The
debtor turnover cycle has decreased by 1 day from 39 days in
FY 2024-25 to 38 days in FY 2025-26.

O Cash and bank balances increased from H19.57 crore as on
March 31, 2025 to H27.55 crore as on March 31, 2026.

O Loans and advances decreased by 14% from H65 crore as on
March 31,2025 to H56 crore as on March 31,2026, on account
of decrease in loans.

Margins

The Company’s EBITDA margin increased by 179 basis points
from 715% in FY 2024-25 to 8.94% (other than exceptional items)
in FY 2025-26. Similarly, the net profit margin increased by 528
basis points during the same period.

Internal financial control systems and
their adequacy

The Company’s internal audit framework is continuously
monitored and updated to safeguard assets, ensure compliance
with regulations, and promptly address pending issues. The
Audit Committee routinely reviews reports presented by internal
auditors, notes observations, and initiates corrective measures
wherever required. Regular dialogue is maintained with both
statutory and internal auditors to ensure the effectiveness of
internal control systems.

Based on its evaluation under Section 177 of the Companies Act,
2013 and Regulation 18 of the SEBI Listing Regulations, the Audit
Committee concluded that the Internal Financial Controls were
adequate and operating effectively as of March 31,2026. 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 their report on internal
controls over financial reporting, as defined under Section 143 of
the Companies Act, 2013.

Human resources

The Company considers its dedicated and motivated workforce
to be its most valuable asset. It has consistently provided
competitive compensation, a healthy work environment, and
a structured reward and recognition program to acknowledge
employee performance. Looking ahead, the Company aims to
foster a workplace where every individual can realize and achieve
their full potential. Employees are encouraged to take on voluntary
projects beyond their core responsibilities, enabling them to learn,
innovate, and nurture creative thinking. As of March 31, 2026, the
Company’s permanent employee strength stood at 1844.

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 forward¬
looking statements on the basis of any subsequent development,
information or events.

Public deposits

During the year under review, your Company has accepted H0.80
crore as public deposits and repaid H0.34 crore upon maturity and
the outstanding deposits as on March 31, 2026, stood at H12.08
crore. 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, 2026

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)

Pursuant to the provisions of the Act, read with Investor Education
and Protection Fund Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, as amended ('Rules’), the dividends,
unclaimed for a period of seven years from the date of transfer
to the Unpaid Dividend Account of the Company are liable to
be transferred to the IEPF. Accordingly, unclaimed dividends
of Shareholders for FY 2018-19 lying in the unclaimed dividend
account of the Company as on August 03, 2026 will be due for
transfer to IEPF thereafter. Further, the shares (excluding the
disputed cases having specific orders of the Court, Tribunal or
any Statutory Authority restraining such transfer) pertaining to
which dividend remains unclaimed for a consecutive period of
seven years from the date of transfer of the dividend to the Unpaid
Dividend Account is also mandatorily required to be transferred to
the IEPF Authority established by the Central Government.

Banks and financial institutions

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

Corporate social responsibility

During the Financial Year 2025-26, the Company is required to
spend an amount of H55.48 lakhs towards CSR activities. This
amount was set off against the excess amount of H142.04 lakhs
spent towards CSR activities in the previous financial years.
Further the company has spent amount of H107.68 lakhs on CSR
activities during the financial year 2025-26. The Board of Director
at its meeting resolved that excess amount of H194.24 lakhs
(including an amount of H107.68 Lakhs spent during fy-2025-26)
spent towards CSR activities will be shown as prepaid expenditure
and setoff against future CSR obligation as per the provision 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 may be accessed on the Company’s
website at the link:

https://www.visaka.co/assets/website/files/investors/CSR-

policy.pdf

Directors and key managerial personnel

As on March 31,2026, Smt. G. Saroja Vivekanand (DIN: 00012994),
Managing Director, Shri G. Vamsi Krishna (DIN: 03544943),
Joint Managing 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 of the Companies Act, 2013
read with the Companies (Appointment and Remuneration of
Managerial personnel) Rules, 2014. During the financial year under
review Shri Joginapalli Pruthvidhar Rao ceased to be a Director of
the Company w.e.f May 25, 2025 upon completion of his tenure
as a Whole-Time Director. Shri Abinash Mishra was appointed as
Chief Executive Officer (CEO )of the Company w.e.f April 14, 2025
and has resigned as CEO of the company w.e.f August 22, 2025
on personal reasons.

Shri P Srikar Reddy ceased to be an Independent Director of the
Company w.e.f July 24, 2025 on completion of second and final
term as an Independent Director of the Company.

Shri Gusti Jall Noria (DIN-00015561) liable to retire by rotation
at the ensuing annual general meeting and being eligible, offers

himself for reappointment. He is holding 2,565 Equity Shares of
H2/- (Rupees Two) each of the Company.

The 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.

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, 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
for the directors, key managerial personnel and other senior
management employees.

d) Carry out evaluation of every director’s performance
including that of Independent Directors and

e) Devise a policy to be followed 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 contemplate evaluation of Directors based
on their performance as directors apart from their specific
role as independent, nonexecutive and executive directors as
mentioned 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 given to Executive Directors 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 specifies that the Board would evaluate each
committee’s performance based on the mandate on which the
committee has been constituted and the contributions made
by each member of the said committee in effective discharge of
the responsibilities.

The Board of Directors of your Company has made annual
evaluation of its performance, its committees and directors for the
financial year 2025-26 based on aforesaid criteria.

Directors’ Responsibility Statement

Pursuant to Section 134(5) of the Companies Act, 2013, the Board
of Directors, to the best of its knowledge and ability confirms that :

a) In the preparation of the annual accounts for the year ended
March 31, 2026, the applicable accounting standards have
been followed along with proper explanation relating to
material departures and the annual accounts have been
prepared in compliance with the provisions of the Companies
Act, 2013.

b) It has 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) It has 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) It has prepared the annual accounts on a going concern
basis.

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

f) It has 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 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 shareholders. 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.

Audit

1. Statutory Audit and Audit 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 40^th annual general meeting till the
conclusion of 45^th annual general meeting to be held in the
year 2027, audited the books of accounts of the Company
for the financial year 2025-26 and submitted their report(s)
(both standalone and consolidated) and the said report does
not contain any modifications or adverse remarks.

2. Internal Audit

The company has a full-time in-house professionally
competent 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 on
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 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.

3. 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 Accountants
of the Company for conducting the cost audit for the financial
year 2025-26 at a remuneration of H1,65,000/- ( Rupees One
Lakh Sixty Five Thousand only) (exclusive of out-of-pocket
expenses and applicable taxes) and the same was ratified
by the member of the company at the 43^rd 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 2026-27 at a remuneration of
H1,65,000/- (Rupees One Lakh Sixty Five Thousand only)
(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 31,2025, was filed with the Central Government
on August 26,2025. 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.

4. Secretarial audit:

Our Company has appointed M/s. GMR & Associates,
Company Secretaries, (Membership No. 8463 & CP No. 7911)
Hyderabad as Secretarial Auditors in the Annual General
Meeting held on July 30, 2025 for a period of five years to hold
office untill the conclusion of the 48^th Annual General Meeting
of the Company to be held in the year 2030 to conduct
secretarial audit.

The Secretarial Auditors M/s. GMR & Associates, Hyderabad
appointed by the members 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 SEBI 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, 2026.

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

The Secretarial Auditors’ Report for the financial year
2025-26 is unqualified and does not contain any
qualifications, reservations, adverse remarks, or disclaimers.

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.

Particulars of loans, guarantees or investments.

Details of investments/loans made by the Company, are given in
the notes to the financial statements (Please refer Note Nos. 5,
6.1 & 12. 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, 2026 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, 2026 by your
Company. Members may refer to Note No. 40 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 2025-26 and
hence does not form part of the report.

The Policy on related party transactions 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 Enterprise Risk Management
process to manage risks with the objective of maximizing
shareholders value.

The Board of Directors of the Company has formed a 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 that have 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 financial year under review, the Board met Five times

i.e., on April 08, 2025, May 21, 2025, August 07, 2025, November
13, 2025 and February 09, 2026. 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, 2026, the Audit Committee comprises of three
directors i.e., two Independent Directors viz., Smt. Vanitha
Datla (Chairperson), Shri Sanjay Vijay Singh Jesrani 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 43^rd
Annual General Meeting. and addressed shareholders.

Compliance with Secretarial Standards

During the year under review, the Company has complied with
applicable provisions of the Secretarial Standards issued by the
Institute of Company Secretaries of India and approved by the
Government 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
and read with Rule 12(1) of the Companies (Management and
Administration) Amendment rules, 2020, Annual Return for the
financial year 2025-26 is available on the Company’s website at

https://visaka.co/assets/website/files/investors/Annual-

Return-2025-26-Form-MGT-7.pdf

Remuneration of Directors, Key Managerial
Personnel, Employees and General:

Statement showing disclosures pertaining to remuneration and
other details as required 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 corporate 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, 2026, forming
part of this Annual Report 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 2025-26.

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 proceedings 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.

ix. During the FY-2025-26, the Company has complied with all
applicable provisions of the Maternity Benefit Act, 1961.

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 there were no cases 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,
and members 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.

On behalf of the Board of Directors
For Visaka Industries Limited

Dr. G. Vivek Venkatswamy

Place: Secunderabad Chairman

Date: May 18,2026 (DIN: 00011684)