Veritas (India) Ltd

Annual Report delivery to non-email shareholders

• Physical letters with Annual Report 2025-26 link distributed to shareholders without registered email.
• Disclosure made under Regulation 36 SEBI LODR and Regulation 30 provisions.
• Letter date: August 13, 2026.

Overview

• Standalone BRSR for FY2025-26; Veritas (India) Limited, a chemical trading company.
• Main turnover from wholesale chemicals; serves 28 states and 4 offices; no exports.

Key ESG Risks & Opportunities

• Energy costs and logistics risk; mitigated by energy efficiency and monitoring.
• Occupational health and safety risks in chemical handling; mitigated by procedures and training.
• Supply chain disruptions risk; mitigated by supplier diversification and procurement planning.
• Opportunities from resource efficiency, lower emissions, and responsible sourcing; formal targets under development.
• Company at an emerging ESG journey with no formal targets yet.

Governance & Policy Highlights

• No dedicated sustainability committee; MD oversees ESG implementation.
• Key policies: CSR Policy, Risk Management Policy, Vigil Mechanism/Whistleblower.
• Anti-bribery policy embedded in Code of Conduct; no standalone policy.
• No fines or penalties reported in FY2025-26.
• CSR turnover and net worth disclosed in disclosures.

Social Responsibility & Workforce

• Total employees: 10 permanent; 0 workers; all male.
• Board composition: 6 directors with 1 female (16.7%).
• Well-being spend: 0.057% of revenue on welfare measures.
• LTIFR: 0; no fatalities; on-site fire safety measures in place.
• 100% training coverage for Board, KMP, and employees.

Environmental Performance

• Total energy: non-renewable electricity 43,918.2 MJ; renewables 0; intensity 0.87 MJ/FTE.
• Water withdrawal: 2,376 kl; consumption: 475.2 kl; intensity 47.52 KL/FTE.
• Scope 1: 0 tCO2e; Scope 2: 8.66 tCO2e; total 8.66 tCO2e.
• Waste generated FY2025-26: 0; no hazardous waste; ZLD not applicable.
• Renewable energy share: 0%; relocation reduced non-renewable electricity use.

Stakeholder Engagement & Complaints

• Stakeholders include shareholders, customers, government, employees, communities; engagement channels vary.
• Grievance mechanism via invgrv@swan.co.in; 0 complaints filed/pending FY2025-26.

Other Notable Metrics

• Related-party transactions: Loans & advances to related parties 99.98%; investments 99.65%.
• Group includes holding and several subsidiaries; ownership structure largely 100% in these entities.
• CSR turnover: 2,367.29 lakhs; net worth: 19,575.29 lakhs.
• Cyber security: Cyber Security Policy in place; no data breaches reported.
• Training coverage: BoD 100%; KMP 100%; employees 100%.

Financial highlights

• Standalone FY25-26 revenue: 2,367.29 lakhs, down from 32,314.09 in FY24-25.
• Standalone EBITDA: -64.18 lakhs; prior year 608.96.
• Standalone PAT: -74.71 lakhs vs 433.88.
• Standalone total comprehensive income: -86.82 vs 446.87.
• Consolidated revenue: 311,262.91 lakhs, down from 409,810.68.
• Consolidated EBITDA: 8,815.34; PAT: 1,970.15.
• Consolidated EPS: 7.35; standalone EPS: -0.28.
• Dividend proposed: 5% on equity shares; record date 28 Aug 2026.
• AGM scheduled for 03 Sep 2026 via VC/OAVM.
• Share capital unchanged at 2,68,10,000 equity shares.

Dividend & capital allocation

• Dividend: 5% on equity shares for FY25-26, paid from accumulated reserves.
• Record date: 28 August 2026.
• AGM: 3 September 2026, via VC/OAVM.
• Issued capital unchanged at 2,68,10,000 shares.

Governance and board

• MD Paresh V. Merchant reappointed for 3 years (Dec 28, 2026 to Dec 27, 2029).
• New directors: Bhagyashri Dixit (Aug 2025); Jayaramakrishnan Kannan (Feb 2026).
• Resignations: Deepak Mane, Virat Dantwala, Vijay Shah; CFO and CS changes in 2025-26.
• Board size: six directors; 66.7% non-executive; 33.3% executive.
• Audit Committee: 2 Independent, 1 Executive; Chair Rohinton Shroff.
• Nominaton & Remuneration Committee: Rohinton Shroff (Chair), Bhagyashri Dixit, Sunil Sehgal.
• Statutory and secretarial audits: SKJP & Associates; Shabbir & Rita Associates LLP.
• AGM notices and e-voting details are provided in the annual report.

Related party transactions

• MRPT for FY2026-27 up to 60,000 lakhs; omnibus approval by Audit Committee and Board.
• Verasco FZE and Ignivis Trading FZE: loans/deposits up to 60,000; split 30,000 each way with ITF/Verasco.
• MRPT thresholds: 19.28% of listed turnover; 19.84% of subsidiary turnover; 92.57% of related party turnover.
• Audit Committee reviews related party transactions quarterly; approvals by Audit Committee/Board as applicable.

CSR and ESG highlights

• CSR spend for 2025-26: 10.82 lakh; 2% of average net profit.
• CSR Committee: Rohinton Shroff (Chair), Paresh Merchant, Bhagyashri Dixit; 2 meetings.
• CSR policy and CSR projects disclosed on the company site; Education project benefitted 25 persons.
• Unspent CSR: NIL; funds transferred to unspent CSR account: NIL.
• CSR details available in Annexure E; policy accessible on website.

ESG, BRRS and risk disclosures

• BRSR standalone: no external assurance; energy from non-renewables 43,918.20 MJ; renewables 0 (relocation impact).
• Water: withdrawal 2,376 KL; consumption 475.20 KL; water intensity 0.0000020 per turnover.
• GHG: Scope 1 0.00 tCO2e; Scope 2 8.66 tCO2e; total 8.66 tCO2e.
• Emissions intensity: 0.87 tCO2e per FTE; 0.87 per employee.
• No external BRRS assurance; relocation affecting energy mix.

Subsidiaries and group structure

• Material subsidiaries: Verasco FZE, Veritas International FZE, Veritas Agro Ventures Pvt Ltd, Veritas Polychem Pvt Ltd, Verasco FZE, Veritas Infra & Logistics Pvt Ltd; Veritas Global Pte Ltd; Global Comtrade Pte Ltd.
• Verasco FZE asset sale approved by shareholders in Jan 2026 to de-risk exposure in Strait of Hormuz region.
• AOC-1 notes subsidiary structure; overseas holdings include UAE entities and a step-down subsidiary.

AGM details

• Date and time: 03 September 2026 11:30 IST.
• Mode: VC/OAVM; deemed venue: Registered Office, Mumbai.
• Record date for dividend: 28 August 2026.
• Register closure: 29 Aug–03 Sep 2026.
• Remote e-voting: 31 Aug–02 Sep 2026.
• No proxy facility; attendance via VC/OAVM.

Key resolutions

• Adoption of IND AS financial statements (standalone & consolidated).
• Declaration of dividend: 5% per share; total ₹13,40,500.
• Re-appointment of Paresh V. Merchant by rotation.
• Re-appointment of Paresh V. Merchant as Managing Director for 3 years.
• Approval of material related party transactions of subsidiaries.

Director changes

• Director changes: Paresh V. Merchant to be re-appointed as Director (retiring by rotation).
• MD term: 3 years from 28 Dec 2026 to 27 Dec 2029; remuneration: none.

Material related party transactions

• Counterparties: Verasco FZE and Ignivis Trading FZE; Veritas group entities.
• MRPT: up to ₹60,000 lakhs; loans/advances and inter-company deposits.
• Past related party transactions: ₹51,272.55 lakhs.
• MRPT equals 19.28% of group turnover; 92.57% of related party turnover.
• Tables detail Verasco FZE–ITF and VI–ITF transactions.
• Omnibus approval for MRPT; post-transaction working capital.

Nature of Restructuring

• Transfer/disposal of assets and liabilities of Verasco FZE to Inergy FZE (UAE).

Entities Involved

• Verasco FZE (Dubai), wholly-owned subsidiary; transferor.
• Inergy FZE, UAE; purchaser.
• Veritas (India) Limited, parent company.

Key Transaction Details

• Assets and liabilities of Verasco FZE to be transferred to Inergy FZE.
• Board approved final transfer; subject to definitive agreements and regulatory clearances.
• Agreement entered into on 12 August 2026; completion upon requisite clearances.
• Consideration up to USD 51 million.
• Buyer: Inergy FZE, Hamriyah Free Zone, Sharjah, UAE.
• Not a related party transaction; arm's length.
• Sale to conclude after obtaining requisite regulatory clearances.

Financial Impact

• Verasco FZE turnover ₹66.55 crore; net worth ₹910.06 crore.
• Impact on consolidated financials not disclosed.

Related Party / Shareholder Impact

• Not a related party transaction; arm's length.
• No shareholding changes disclosed.

Approvals and Timeline

• Board approved final transfer; shareholder approval obtained.
• Definitive agreements to be executed; regulatory approvals required.
• Agreement date: 12 Aug 2026; completion upon clearance.
• Completion contingent on requisite regulatory approvals.

Dematerialisation processing

• Dematerialisation requests received during the quarter were confirmed to depositories (accepted/rejected).
• Securities dematerialised have been listed on the stock exchanges where the original securities are listed.
• Physical certificates received for dematerialisation were mutilated and cancelled after due verification.
• The depository's name was substituted as registered owner in the register of members within prescribed timelines.