Your Board of Directors (“Board') is pleased to present the 39^th Annual Report on the business and operations of the Veritas (India) Limited (“Company”) along with the audited accounts for the financial year ended March 31, 2024.

FINANCIAL HIGHLIGHTS

The Company follows Indian Accounting Standards (IND AS), the financial performance of your company for the financial year ended March 31, 2024 is summarized below:

STATE OF COMPANY'S AFFAIRS

Fiscal year 2023-24 has been marked by significant uncertainties in the global business landscape. The worldwide economy experienced a notable slowdown in growth compared to the previous year, attributed to stringent financial conditions, the ongoing Russia-Ukraine conflict, and the lingering impacts of the COVID-19 pandemic. However, India has demonstrated remarkable resilience, driven by robust domestic demand and substantial government-backed investments. This has enabled the country to exhibit a steady growth trajectory, surpassing the United Kingdom to become the world's fifth-largest economy following its recovery from successive waves of the pandemic.

The Indian economy has witnessed notable gains in employment and private consumption, coupled with favorable policies and new investments, indicating a promising outlook for sustainable business growth. Our company remains steadfast in its commitment to delivering sustainable growth and long-term value creation for its stakeholders. Through our unwavering focus on operational excellence, we have achieved impressive results across all business verticals.

Notably, your Company has maintained its commitment to maintaining the global standards, while our operations have showcased adaptability amidst industry fluctuations. Financial performance has been strong, with the revenues showcasing an increase of 3% as compared to the past year which represents a significant increase amidst the challenges which have surfaced during the year.

PERFORMANCE AT A GLANCE:

The Standalone and Consolidated Financial Statements of the Company for the Financial Year 202324 have been prepared in accordance with the Indian Accounting Standards (Ind AS), read with the provisions of Section 129 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) rules framed thereunder and Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“SEBI Listing Regulations”) and form a part of this Annual Report.

The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company's state of affairs, profits and cash flows for the year ended March 31, 2024.

Following are the comparative figures of the operations of the Company for the financial year ended March 31, 2024 vis-a-vis previous year ended March 31, 2023:

Revenue - Standalone (Rs. in Lakhs)

Standalone revenue from operations is Rs. 24,532.48 as compared to previous year's revenue of Rs. 22,793.44/-.

Revenue - Consolidated (Rs. in Lakhs)

Consolidated revenue from operations increased to Rs. 3,85,453.46 as compared to previous year's revenue of Rs. 2,16,322.41/-

Profit Standalone (Rs. in Lakhs)

Standalone Profit after Tax is Rs. 377.27 as compared to previous year's profit after tax of Rs. 396.87/-

Profit Consolidated (Rs. in Lakhs)

Consolidated Profit after Tax is Rs. 18,685.14 /- as compared to previous year's profit after tax of Rs. 9,481.26 /-

The detailed Financial Statements are also available on the website of the Company and can be accessed at the web link: http://www.veritasindia.net/annual-reports.asp

DIVIDEND

Your Board is pleased to recommend a dividend of Re. 0.05/- (Five paise) per Equity Share of the face value of Re. 1/- (Rupee One only) each for the financial year ended March 31, 2024 aggregating

to about Rs. 13,40,500/- (Rupees Thirteen Lakhs Forty Thousand Five Hundred Only) payable to the shareholders whose names appear in the Register of Members as on the Book Closure date. The Dividend is payable subject to the approval of the Shareholders at the ensuing Annual General Meeting of the Company.

The Board of your Company has fixed Tuesday, September 17, 2024 as the 'Record Date'/ 'Cut-off' date for the purpose of determining entitlement of the Members to the final Dividend for the Financial year 2023-24, if declared at the AGM

TRANSFER TO RESERVES

Your Company does not propose to transfer any amount to the General Reserve.

UNPAID / UNCLAIMED DIVIDEND

Members are requested to note that as per Section 124 of the Companies Act, 2013, Dividends not claimed within seven years from the date of transfer to the Company's Unpaid Dividend Account shall be transferred to the Investor Education and Protection Fund of the Government (“IEPF”). Unclaimed Dividends as per details given in the table below and are due to be transferred to the 'Investor Education and Protection Fund'.

Further, those Members who have not, so far, encashed these Dividend warrants or any subsequent Dividend warrants may claim or approach our Registrar and Transfer Agents viz. Link Intime India Pvt. Ltd, or the Company for payment thereof. Members are hereby informed that the Unclaimed Dividend amount shall be transferred by the Company to the IEPF as per abovementioned due date(s) or such other period as may be specified under the Companies Act, 2013 and rules made thereunder, from time to time and no claims will be entertained by the Company for any unclaimed Dividend transferred to the IEPF. The details of unclaimed Dividends and its due dates for transfer to the IEPF are available on the website of the Company: www.veritasindia.net

CHANGE IN MANAGEMENT CONTROL

Swan Energy Limited (the “Acquirer”) has entered into a Share Purchase Agreement (“SPA”) dated May 20, 2022 with the erstwhile promoters of the Company by which the Acquirer has acquired 55.00% of the equity share capital of the Company. The Acquirer has made an Open Offer in Regulations 3(1) & 4 of the SEBI (SAST) Regulations. Swan Energy Limited in pursuant to the signed SPA and announcement made acquired the said stake in the Company and accordingly, Veritas (India) Limited has become a subsidiary w.e.f. January 20, 2023.

Further the Company has made application to Bombay Stock Exchange (BSE) for Reclassification of Promoter under Regulation 31A (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 pursuant to the acquisition as mentioned in the Open Offer made by Swan Energy Limited under SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Subsequently, the Company has received the approval letter dated April 27, 2023 from Bombay Stock Exchange (BSE) accordingly the current promoter of the Company is Swan Energy Limited holding 55.00% of the Equity Share Capital of the Company

Below are the List of Outgoing Promoter of the Company with effect from April 27, 2023

Sr. No. Name of Outgoing Promoter    Category

1.    Ms. Niti Nitin Kumar Didwania    Promoter

2.    Mr. Nitin Kumar Deendayal Didwania Promoter

3.    Groupe Veritas Limited    Promoter

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE REPORT

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year of the Company i.e., March 31, 2024 and the date of the Board Report.

HOLDING, SUBSIDIARY, ASSOCIATE AND JOINT VENTURES COMPANIES

As on March 31 2024, Swan Energy Limited is the Holding Company of your Company. Apart from this your Company has 6 (Six) subsidiaries' including step-down subsidiary operating within India and overseas subsidiaries as listed below:

Domestic Subsidiaries (Incorporated in India):

1.    Veritas Infra & Logistics Private Limited, Wholly Owned Subsidiary (WOS)

2.    Veritas Agro Ventures Private Limited, Wholly Owned Subsidiary (WOS)

3.    *Veritas Polychem Private Limited, Wholly Owned Step-down Subsidiary (WOS)

*During the year, Veritas Polychem Private Limited, Wholly Owned Subsidiary (WOS) was amalgamated with Veritas Petro Industries Private Limited, Wholly Owned Subsidiary (WOS) under the scheme of Amalgamation for purpose of simplification of group structure. Subsequently the NCLT has approved the scheme and passed the order on September 21, 2022, as per the Amalgamation Scheme there was rationale for the name change of the 'transferee Company' therefore the Company has changed the name of the Company from 'Veritas Petro Industries Private Limited' to 'Veritas Polychem Private Limited'from June 05,2023.

International Subsidiaries:

1.    Veritas International FZE, (Wholly Owned Subsidiary incorporated in Dubai, UAE)

2.    Verasco FZE (Formerly known Hazel International FZE), (Wholly Owned Subsidiary incorporated in Sharjah UAE)

3.    Veritas Global PTE Limited, (Wholly Owned Subsidiary incorporated in Singapore)

During the financial year ended March 31, 2024, the Board of Directors reviewed the affairs of Company's subsidiaries as mentioned above. Pursuant to Section 129(3) of the Companies Act, 2013 and new IND AS (Accounting Standards) issued by the Institute of Chartered Accountant of India, Consolidated Financial Statement presented by the Company includes the financial statements of its subsidiaries.

A separate statement containing the salient features of the financial performance of subsidiaries in the prescribed Form AOC-1 is annexed to the financial statements of the Company. The Audited

Consolidated financial statements together with Auditors' Report form an integral part of the Annual Report.

In terms of provisions of Section 136 of the Companies Act, 2013, the Company shall place separately audited/unaudited accounts of each of its subsidiaries on its website at www.veritasindia.net and the same shall be available for inspection by the Members at the registered office of the Company during the business hours on all working days between 10.30 A.M. to 5.30 P.M. except Saturdays and Sundays up to the date of ensuing AGM. Any members interested for obtaining a copy of the said financial statements shall write to the Investor Relations Department at the Registered Office of the company.

Your Company has approved a policy for determining material subsidiaries and the same is uploaded on the Company's website which can be accessed using the link https://www.veritasindia.net

MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

A detailed review of the operations, performance and future outlook of your Company, Subsidiaries and its Business are given in the Management Discussion and Analysis, as required under the SEBI Listing Regulations, which is provided in separate section and forms integral part of this Report.

INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. Such controls have been assessed during the year under review taking into consideration the essential components of internal controls stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by The Institute of Chartered Accountants of India. Based on the results of such assessments carried out by Management, no reportable material weakness or significant deficiency in the design or operation of internal financial controls was observed. Nevertheless, your Company recognizes that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

PARTICULARS OF CONTRACTS OR AGREEMENTS ENTERED INTO WITH RELATED PARTIES

During the year under review, your Company has entered into transactions with the related parties as defined under Section 2(76) of the Companies Act, 2013 read with the Rules made there under and the Listing Regulations. All related party transactions are in the ordinary course of business and are on arm's length basis. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large. Thus, disclosure in Form AOC-2 was not required. Details of transactions made are disclosed in financial statements. All related party transactions are presented to the Audit Committee and the Board. Omnibus approval was obtained for the transactions which are foreseen and repetitive in nature.

In line with the provisions of the Companies Act, 2013 and Regulation 23 of the Listing Regulations, your Company has formulated a policy on Materiality of Related Party Transaction and on dealing with related party transactions duly approved by the Board and is uploaded on the website of the Company and can be accessed at: https://www.veritasindia.net/quarterly-performance

The details of the transactions with related parties and the status of outstanding balances as per Accounting Standard 18 are set out in Note no. 41 to the Standalone Financial Statements forming part of this report.

AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITOR AND STATUTORY AUDITORS REPORT

At the 37^th (Thirty-Seventh) AGM held on September 30, 2022, the Members approved the appointment of M/s. Shabbir & Rita Associates LLP, Chartered Accountants, Statutory Auditors (Firm Registration No.109420W) as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the forty second AGM to be held in the year 2027.

The Independent Auditors' report on financial statements, including consolidated financial statements of the Company for the year ended March 31,2024, issued by M/s. Shabbir & Rita Associates LLP, Chartered Accountants, Statutory Auditors of the Company, are enclosed with financial statements in this Annual Report. There are no qualifications, reservations, adverse remarks or disclaimers given by the Statutory Auditors in their reports. The notes on financial statements referred to in the Statutory Auditors' Report are self-explanatory and do not call for any further comments.

Further, during the year under review, the Statutory Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

SECRETARIAL AUDIT REPORT

The Board has appointed M/s. JMJA & Associates LLP, Practicing Company Secretaries to undertake secretarial audit of the company pursuant to Section 204 of the Companies Act, 2013. The Secretarial Audit Report for the financial year ended March 31, 2024 as submitted by them is annexed as Annexure I and forms part of this Report.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory and Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

SECRETARIAL STANDARDS

To the best of our understanding and knowledge, it is hereby confirmed that during the year under review, your Company has complied with applicable Secretarial Standards i.e., SS-1 and SS-2, relating to “Meetings of the Board of Directors” and “General Meetings”, respectively.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Act, are not applicable for the business activities carried out by the Company.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARNATEES GIVEN AND SECURITY PROVIDED

The details of Loans and Investments under Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, for the Financial Year Ended 2023-2024 are given in the Standalone Financial Statements. (Note No. 40 to the Standalone Financial Statements).

PUBLIC DEPOSIT

During the year under review, your Company did not invite or accept any Deposits covered under Chapter V of the Companies Act, 2013 (“Act”). There were no outstanding deposits within the meaning of Sections 73 and 74 of the Act, read together with the Companies (Acceptance of Deposits) Rules, 2014, at the end of the year under review.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures with regards to the particulars of Directors, KMPs and employees who are in receipt of remuneration in excess of the limits as prescribed under the provisions of Section 197(12) of the Act read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended till date as may be applicable are available and the Statement containing the details of employee remuneration as required under Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is available for inspection at the registered office of the Company during business hours from 21 days before the Annual General Meeting and any Member willing to obtain copy of the said statement can write to the Investor Relations Department at the Registered office address of the company (Annexure IV). In terms of Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the Members excluding the information on particulars of employees.

BOARD AND COMMITTEES

DIRECTORS AND KEY MANAGERIAL PERSONS

As on March 31, 2024, the Company has 6 (Six) Directors comprising of 1 (one) Executive Director (Managing Director) and 5 (Five) Non-Executive Directors out of which 3 (Three) are Independent Directors. The Board comprises of 1 (One) Independent Woman Director as well.

Appointment and Cessation

All appointments of Directors are made in accordance with the relevant provisions of the Companies Act, 2013 and the Rules framed thereunder and the SEBI Listing Regulations.

Ms. Kamala Aithal (DIN: 07832519) has resigned from the position of the Independent Director of the Company with effect from April 26, 2023 due to preoccupancy of her.

During the year under review, there has been a change in designation of Mr. Nikhil Merchant (DIN: 00614790) from Chairman and Managing Director to Non-executive and Non-Independent Director with effect from December 28, 2023.

On the basis of recommendation of Nomination and Remuneration and the approval of the same by the Board, Mr. Paresh V. Merchant (DIN: 00660027) is appointed as a Managing Director on December 28, 2023 for period of three years. The said appointments were subsequently approved by the members at the Extra Ordinary General Meeting (EGM) of the Company held on March 21, 2024.

Thereafter, Mr. Kunal Sharma (DIN: 03553398) tendered his resignation from the Board of Veritas (India) Limited effective from February 21, 2024 due to pre-occupation with other work and assignments at this point of time and there are no other material reasons for resignation. The Board places on record its appreciation of the invaluable services as a Non-Executive - Non Independent Director of the company.

On the basis of recommendation of Nomination and Remuneration and the approval of the same by the Board, Mr. Virat Dantwala (DIN: 10750573) is appointed as an Additional Director, liable to retire by rotation, on August 30, 2024 subject to approval of the shareholders at the ensuing 39^th Annual General Meeting. Brief resume/details relating to Mr. Virat Dantwala have been furnished in the notice.

On the basis of recommendation of Nomination and Remuneration and the approval of the same by the Board, Mr. Arun Agarwal (DIN: 02044613) is appointed as a Company Secretary and Additional Director, liable to retire by rotation, on August 30, 2024 subject to approval of the shareholders at the ensuing 39^th Annual General Meeting. Brief resume/details relating to Mr. Arun Agarwal have been furnished in the notice.

Mr. Vijay Shah (DIN: 03502649) and Mrs. Purvi Matani (DIN: 08536917), the Independent Directors of your Company reappointed by the NRC Committee and Board on August 13, 2024 and being eligible offer themselves for re-appointment for a further term of five years.

Further Mr. Nikhil Merchant tendered his resignation from the Board of Veritas (India) Limited effective from August 30, 2024 due to preoccupation with other assignment and there is no other material reasons for resignation. The Board places on record its appreciation of the invaluable services.

Further Mr. Vivek Merchant tendered his resignation from the Board of Veritas (India) Limited effective from August 30, 2024 due to preoccupation with other assignment and there is no other material reasons for resignation. The Board places on record its appreciation of the invaluable services.

On recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on August 13, 2024 reappointed Mr. Vijay Shah (DIN: 03502649) and Mrs. Purvi Matani (DIN: 08536917) as the Independent Directors for a second term of five years effective from August 14,2024 subject to approval of the shareholders at the ensuing 39^th Annual General Meeting. However, as such appointment is subject to the approval of the shareholders a special resolution in connection with the same has been included in the notice of the 39^th Annual General Meeting of the Company. Brief resume/details relating to Mr. Vijay Shah and Mrs. Purvi Matani have been furnished in the notice and the Board recommends the reappointment of the concerned Directors.

Appropriate resolutions seeking reappointment of the concerned Directors form a part the Notice convening the 39^th Annual General Meeting of the Company

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

None of the Directors of the Company are disqualified in accordance with Section 164 of the Companies Act, 2013. Further, as per the SEBI Listing Regulations, the Company has received Certificate from M/s. JMJA & Associates LLP Practicing Company Secretaries that none of the Directors on the Board have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs or any such other statutory authority.

RETIREMENT BY ROTATION

In accordance with the Section 152, other applicable provisions of the Companies Act, 2013 and in terms of Memorandum and Article of Association of the Company, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for reappointment at every AGM. Mr. Paresh Merchant (DIN: 00660027) Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for reappointment.

Key Managerial Personnel

The following personnel have been designated as Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Except as mentioned above, there has been no change in the composition of Board and Key Managerial Personnel of the Company, during the year under review.

DECLARATION BY THE INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 read with Schedule IV and the relevant rules made there under and Regulation 16(1) (b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and there has been no change in the circumstances which may affect their status as an independent director during the year.

EVALUATION OF PERFORMANCE OF BOARD, ITS COMMITTEES AND DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and the Rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out a formal Annual evaluation of its own performance of its Committees, performance of the Directors individually.

The evaluation was done by the way of a structured questionnaires covering various aspects of the Board functioning, amongst others vision, strategy & role clarity of the Board, Board dynamics & processes, contribution towards development of the strategy, risk management, budgetary controls, receipt of regular inputs and information, functioning, performance & structure of Board Committees, ethics & values, skill set, knowledge & expertise of Directors, leadership etc.

A separate exercise was carried out by the Nomination and Remuneration Committee of the Board to evaluate the performance of individual Directors. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors. The performance evaluation of the Managing Director of the Company was also carried out by the Independent Directors, considering the views of the Executive Director. The Directors expressed their satisfaction with the evaluation process.

FAMILIARIZATION PROGRAMME FOR DIRECTORS

Your Company has in place a structured induction and familiarization program for all its Directors including the Independent Directors. Your Company through such programs familiarizes not only the Independent Directors but any new appointee on the Board with a brief background of your Company, their roles, rights, responsibilities, nature of the industry in which it operates, business model operations, ongoing events, etc. In order to enable the Directors to fulfill the governance role, comprehensive presentations are made on the various businesses, business models, risk minimization procedures and new initiatives of the Company. Changes in domestic/overseas corporate and industry scenario including their effect on the Company, statutory and legal matters are also presented to the Directors on a periodic basis. They are also informed of the important policies of your Company including the Code of Conduct for Directors and Senior Management Personnel and the Code of Conduct for Prevention of Insider Trading. The details regarding the familiarization program imparted by the Company can be accessed on the website of your Company on the Web-Link: https://www.veritasindia.net

Further, at the time of appointment of an Independent Director, the Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. The template of the letter of appointment is available on the website of your Company at Web-Link: https://www.veritasindia.net

POLICY ON CRITERIA FOR APPOINTMENT /REMOVAL OF DIRECTORS AND REMUNERATION OF DIRECTORS

As part of good governance and also in accordance of the requirement of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has adopted a policy for Board Diversity, Appointment, Remuneration, Training and Evaluation of Directors and Employees. The Policy inter alia includes criteria for determining qualifications, experience, expertise in any particular domain, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013.

The details of such Nomination and Remuneration Policy on the appointment of Directors and remuneration is annexed as Annexure VII and forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134f3)fC) OF THE COMPANIES ACT, 2013

Pursuant to provisions under Section 134(5) of the Companies Act, 2013, the Directors to the best of their knowledge and belief and based on the information and explanations provided to them, confirm that:

a)    in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed and there are no material departures from the same;

b)    appropriate accounting policies have been selected and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit of the Company for the year ended on that date;

c)    proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d)    the annual accounts have been prepared on a 'going concern' basis;

e)    Proper internal financial controls have been devised to ensure compliance with all applicable laws and that such internal financial controls are adequate and are operating effectively; and

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

MEETINGS OF THE BOARD

During the financial year ended March 31, 2024, 9 (Nine) meetings of the Board of Directors were held. Meetings were held on April 06, 2023, April 27, 2023, May 18, 2023, August 09, 2023, August 25, 2023, November 06, 2023, December 28, 2023, January 30, 2024 and February 26, 2024 respectively. The details of attendance of Board of Directors and its Committees in respective meetings are mentioned in the Corporate Governance Report under the heading “Board of Directors” forming part of this Annual Report. The maximum interval between any two consecutive meetings did not exceeded 120 days. The details regarding the Board Meeting and the composition is provided in the Corporate Governance Report.

BOARD COMMITTEES

In compliance with various regulatory requirements, several Board-level Committees have been constituted to delegate matters that require greater and more focused attention.

Details on the constitution, brief terms of reference, meetings held and attendance of all the Board-level Committees are given in the Corporate Governance Report which forms part of this Annual Report. A brief overview of some of the Board-level Committees is furnished below:

Audit Committee of the Board ('ACB')

The ACB met four (4) times during FY 2023-24 i.e., on May 18, 2023, August 09, 2023, November 06, 2023 and January 30, 2024. All recommendations made by the ACB during the year were accepted by the Board. Further, the ACB comprises of the following members as on the date of this report

With effect from February 21,2024, Mr. Kunal Sharma ceased to be a member of the Audit Committee and thus Mr. Vivek Merchant was accordingly appointed as a member of the Audit Committee

Nomination and Remuneration Committee ('NRC')

The NRC met one (1) times during the FY 2023-24 i.e. December 28, 2023 Further, the NRC comprised of the following members as on the date of this report:

With effect from February 21, 2024, Mr. Kunal Sharma ceased to be a member of the Nomination and Remuneration Committee and thus Mr. Vivek Merchant was accordingly appointed as a member of the Nomination and Remuneration Committee

Stakeholders Relationship Committee ('SRC')

The SRC met one (1) time during FY 2023-24 i.e., on February 26, 2024.

Further, the SRC comprised of the following members as on the date of this report:

With effect from February 21, 2024, Mr. Kunal Sharma ceased to be a member of the Stakeholder Relationship Committee and thus Mr. Vivek Merchant was accordingly appointed as a member of the Stakeholder Relationship Committee

Corporate Social Responsibility (CSR) Committee

The CSR met one (1) time during FY 2023-24 i.e., on February 26, 2024. The Annual Report on CSR activities and details of amount spent or unspent by the Company during FY 2023-24, in accordance with the CSR Rules, is attached as Annexure II to this Report. Further, the CSR Committee comprised of the following members as on the date of this report:

¹ With effect from February 21, 2024, Mr. Kunal Sharma ceased to be a member of the Corporate Social Responsibility Committee and thus Mr. Vivek Merchant was accordingly appointed as a member of the Corporate Social Responsibility Committee

The Company Secretary of the Company is the Secretary of the all Committees of the Company. However, currently the Company is finding for a suitable candidate due to resignation of the Company Secretary.

DISCLOSURE REQUIREMENTS

As per SEBI Listing Regulations, the Corporate Governance Report with the Auditors' Certificate thereon, and the integrated Management Discussion and Analysis, form part of the Director's Report.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

GOVERNANCE

CORPORATE GOVERNANCE REPORT

Your Directors ensure the Company's prosperity by collectively directing its affairs, whilst meeting the appropriate interests of its Members and other Stakeholders. Our Company is committed to

achieve the highest standards of Corporate Governance. A separate section on Corporate Governance standards followed by our Company and the relevant disclosures, as stipulated under the SEBI Listing Regulations, Act, and Rules made thereunder forms part of this Annual Report.

A Certificate from the Secretarial Auditors of the Company, M/s. JMJA & Associates LLP, Practising Company Secretaries, confirming compliance to the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations forms part of this Annual Report and is enclosed as Annexure V in the Corporate Governance Report.

MANAGING DIRECTOR/DIRECTOR AND CHIEF FINANCIAL OFFICER (CFO) CERTIFICATE

Certificate issued by Mr. Paresh Merchant, Managing Director and Mr. Rajaram Shanbhag, Chief Financial Officer of the Company, in terms of Regulation 17(8) of the SEBI Listing Regulations, for the year under review was placed before the Board of Directors and forms part of this Annual Report and is enclosed as Annexure IV in the Corporate Governance Report.

RISK MANAGEMENT

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company.. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. This risk framework thus helps in managing market, credit and operations risks and quantifies exposure and potential impact at a Company level, analyzing micro and macro factors impacting business risks in various ways.

Risk management process has been established across the Company and is designed to identify, assess potential threat and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organization. However, during the year under review there are no such risks which in the opinion of the Board may threaten the existence of your organization or impact it sizably.

VIGIL MECHANSIM

The Vigil Mechanism as envisaged pursuant to Section 177 (9) and (10) of the Companies Act, 2013, the Rules prescribed there under and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company's Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, to provide for adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to the Chairperson of the Audit Committee.

Under this policy, your Company encourages its employees to report any fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Company's code of conduct to the management (on an anonymous basis, if employees wish so). Likewise, under this policy, your Company has prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee's reasonable belief that such conduct or practice has occurred or are occurring, reports that information or participates in the investigation. Also, no personnel have been denied access to the Chairman of the Audit Committee.

Whistle Blower Policy of your Company is available on the Company's website and can be accessed at the Web-link: https://www.veritasindia.net

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 of the Companies Act, 2013 read with Rules framed there under, your Company has constituted a Committee named as Corporate Social Responsibility (CSR) Committee as on date.

The Committee has been entrusted with the responsibility for recommending to the Board about the implementing of the CSR activities. Also, the Committee inter alia monitors the CSR activities. The Annual Report on Corporate Social Responsibility (CSR) Activities is appended as Annexure II to this report.

The CSR Policy includes a brief overview of the projects and / or programs proposed to be undertaken by the Company and can be accessed at the Company's website at the Web-link: https://www.veritasindia.net

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has in place, policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up as per the statutory requirements, to redress complaints regarding sexual harassment. The policy has set guidelines on the redressal and enquiry process that is to be followed by complainants and the ICC, whilst dealing with issues related to Sexual Harassment at the work place. All women employees are covered under this policy.

Number of complaints filed during the financial year_-    NIL_

Number of complaints disposed of during the financial year_-    NIL_

Number of complaints pending as on end of the financial year    -    NIL

SHARE CAPITAL

During the year, there is No Change in Share Capital of the Company, the issued, subscribed and paid-up Equity Share Capital of the Company as at March 31, 2024 stood at Rs. 2,68,10,000/- (Rupees Two Crore Sixty-Eight Lakhs Ten Thousand only) comprising of 2,68,10,000 fully paid equity shares of Re.1/- each.

Business Responsibility & Sustainability Report (BRSR)

The Report on BRSR is annexed to this Report under Annexure VIII and is available on website of the company. https://www.veritasindia.net/

ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as on March 31, 2024 is available on the website of the Company at https://www.veritasindia.net

TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

As provided in the Section 124 sub section (5) of the Companies Act, 2013, the amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid dividend account is required to be transferred to the Investor Education and Protection Fund (IEPF). The unpaid / unclaimed dividend and shares for the financial year ended March 31, 2017, is due to be transferred to IEPF. The list of which is available on our website: https: //www.veritasindia.net/unpaid- dividend-iepf

Details of unclaimed Dividend and Members, who have not yet encashed their dividend warrant(s), are requested to forward their claims to the Registrar and Transfer Agents, Link Intime India Private Limited or the Company at its registered office address.

It may be noted that once the unclaimed dividend is transferred to the IEPF, as above, no claim shall lie against the Company and shareholders would need to approach to IEPF authorities.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The provisions of Section 134 of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 providing for the details of Conservation of energy, technology absorption, foreign exchange earnings and outgo are not applicable since the Company is into trading and distribution business. However, your Directors have taken appropriate care to conserve the energy during the year under review. Your Company, in order to increase its foreign exchange earnings, is developing an export market strategy by focusing on sales of the diverse products of the Company in the international market.

GENERAL DISCLOSURES

Your Company is listed on the Bombay Stock Exchange (BSE). During the year under review:

a)    The Managing Director of the Company did not receive any remuneration or commission from any of the subsidiaries of your Company. The Whole-Time Director of the Company did not receive any commission from any of its subsidiaries.

b)    Company has not issued Shares (Including Sweat Equity Shares and Employee Stock Options) to employees of the Company under any Scheme.

c)    The Company has not bought back any shares during the year.

d)    The Company has not issued equity shares with differential rights as to dividend, voting or otherwise.

e)    During the year, no proceedings has been initiated under Insolvency and Bankruptcy Code towards the payment of debt.

f)    the requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done, while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable

g)    There was no Significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status or Company's operations in future.

h)    There was no change in Business and in the nature of Business of your Company during the year under review affecting the financial position of the Company.

ACKNOWLEDGEMENTS:

Your Directors are highly grateful for all the guidance and support received from the Government of India, State Government of Maharashtra, State Government of Gujarat, Other State Governments wherein the Company has its operations, various Financial Institutions and Banks. Your Directors

thank all shareholders, esteemed customers, suppliers and business associates for their faith, trust and confidence reposed in the Company.

Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees of the Company at all levels, to ensure that the Company continues to grow and excel.

For and on Behalf of the Board of Directors Veritas (India) Limited

Paresh Merchant Managing Director DIN: 00660027

Place: Mumbai Date: August 30, 2024