The Directors of your Company have pleasure in presenting their 36^th Annual Report of the business and operations of the Company
along with the Audited Financial Statements for the year ended 31^st March, 2026.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended 31^st March, 2026 is as under:

(H in Lakhs)

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year
under review as stipulated under Regulation 34(2)(e) of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, is presented as under:

A. ACRYLIC FIBER INDUSTRY - GLOBAL AND INDIAN
PERSPECTIVE:

Global Acrylic fiber consumption remained under pressure
during CY 2025 with demand showing a marginal drop over
previous year. Continued shifts in consumer preferences
towards alternative fibers primarily a result of changing
weather patterns and persistent geopolitical concerns
weighed on overall demand. Trade disruptions caused by
high tariffs imposed by USA on imports from a large number
of countries also contributed to reduction in consumption.

Global Acrylic fiber industry's overcapacity continued to
hurt margins of acrylic fiber producers. Dumping of acrylic
fiber in India from few countries continued in FY 2025-26
as government of India did not impose the recommended
antidumping duties.

Acrylic fiber consumption in India is estimated to have
remained almost unchanged during the FY 2025-26 over
previous year. This stability of consumption is attracting
imports at dumped prices as overseas producers
struggle to achieve economic plant operating rates due
to dwindling consumption in their countries year after
year. Dumping of acrylic fiber had an adverse impact on
margins of Indian acrylic fiber producers.

Acrylonitrile, a crude oil derivative is primary raw material
of acrylic fiber. Industry is dependent upon imports for

Acrylonitrile. Thus, Acrylonitrile cost in India is affected by
fluctuations in crude oil and exchange rate variations, in
addition to demand supply equation for acrylic fiber and
other consuming industries. During the year 2025-26,
Acrylonitrile prices lost about 17% but rose about 85%
from lowest level by end of March 2026 due to logistics
disruptions caused by Iran - USA - Israel war. Availability of
Acrylonitrile has not been an issue due to addition of
capacity, during the year in China, which is in an already
surplus situation.

Lower crude oil prices and addition in Acrylonitrile capacity
in last year has resulted in lower Acrylic Fibre prices and a
reduced gap with respect to competing fibers. As a result,
there is a marginal reduction in global consumption of
Acrylic Fiber but there is some shift in regions where
Acrylic Fibre is primarily produced. There has been a
large addition to Acrylic Fiber capacity in Asian region
over last two year. This has increased production in the
countries where new capacities have come up and there
has been capacity rationalization in other Asian countries
and Europe.

B. FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS:

• PRODUCTION & SALES REVIEW:

Your Company has achieved a turnover of H 31,857.22 lakhs
against a turnover of H 28,156.53 lakhs in the previous year.
The Company earned Profit before depreciation, interest
and tax of H 3,190.49 lakhs as against H 1,929.99 lakhs in
the previous year. After providing for depreciation of
H289.47 lakhs (previous year H 300.13 lakhs) and provision
for current tax of H708.21 lakhs (previous year H 159.63
lakhs), deferred tax of H (36.15) lakhs (previous year
H 263.18 lakhs), Profit after Tax after considering Other
Comprehensive Income of the Company is H 2,732.96 lakhs
as against H 1,175.14 lakhs in the previous year.

The balance available for appropriation after adding
balance in surplus account is H 11,608.70 lakhs. Out of
this, a sum of H 1,205.46 lakhs has been utilized towards
payment of dividend and balance of H 10,403.24 lakhs is
proposed to be carried as surplus to the Balance sheet.

RESOURCE UTILIZATION:

a) Fixed Assets:

The gross fixed assets (including work in-progress)
as at 31^st March, 2026 were H 9,609.15 lakhs as
compared to H 9,148.30 lakhs in the previous year.

b) Current Assets:

The current assets as on 31^st March, 2026 were
H 27,565.82 lakhs as against H 22,411.51 lakhs in the

previous year. Inventory level was at H 6,407.05 lakhs
as against H 8,089.04 lakhs in the previous year.

FINANCIAL CONDITIONS & LIQUIDITY:

Management believes that the Company's liquidity
and capital resources should be sufficient to meet its
expected working capital needs and other anticipated
cash requirements. The position of liquidity and capital
resources of the Company is given below:-

C. BUSINESS OUTLOOK

In 2025, major economies showed a mixed growth picture,
with India leading at over 6% driven by domestic demand
to a low growth of about 0.2% in Germany. Global inflation
in 2025 significantly moderated to an average of around
4.2%-4.4%, down from pandemic era peaks, driven
by falling energy prices and tight monetary policy.
These factors are supportive towards sale of items of
personal consumption including Textiles of which Acrylic
Fiber industry is a part.

However, US-Iran-Israel war has resulted in major
disruption in supply chain forcing force majeures and
steep price rises. Entire petro-chain right from refining
to chemicals and fertilisers has been badly affected.
Disturbances in shipping caused by closure of Strait of
Hormuz is affecting availability of vessels for shipping.
This has also resulted in elevated prices. An early halt
to war will result in normalization of plant operations,
reduced prices and sustained demand. On the other hand,
continued disruptions will keep prices high and adversely
affect demand.

India's GDP growth for FY 2026-27 is projected to hover
between 6.5% and 7.1%, driven by strong domestic
demand despite external risks such as oil price fluctuations
and geopolitical tensions. While the World Bank estimates
6.6%, other forecasts suggest a range between 6.5% (IMF)
and 6.9%-7.1% (ADB/S&P).

Availability of Acrylonitrile in FY 2026-27 is estimated to
be ample due to large capacity additions in China in last

few years. At the same time, China has added large Acrylic
Fiber capacity intensifying international competition.
Growing population and higher discretionary spending
power in India are positives for domestic Acrylic Fiber
consumption. We estimate that Acrylic Fiber consumption
in India should hold at current levels if not increase in
coming years.

D. MAJOR RISK AND AREA OF CONCERN

Being a crude oil derivative, high crude oil prices and
large fluctuation in its price can be a challenge for
sustaining demand and margins of acrylic fiber industry
in the coming year. As India's GDP growth is projected
to be amongst the highest globally, overall demand for
winterwear is expected to sustain. But this is also likely to
increase dumping of acrylic fiber into India as other global
markets are not likely to see a stable demand and might
actually see a drop in consumption.

Disruption in raw material supplies leading to disruption in
production and volatility in prices leading to uncertainty
of buying pattern of our customers remains a risk in the
current geo-political scenario.

High acrylic fiber prices relative to those of cheaper
substitutes, though functionally not as effective, can cause
substitution and reduce acrylic fiber consumption globally.

A good monsoon is generally considered a primer to Indian
consumption in general. Forecasts so far show a less than
normal monsoon this year which can pose challenges to
Indian consumption, particularly in rural areas.

E. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company reviews its Systems and Processes
periodically to assess their robustness and sufficiency in
view of business requirements, best industrial practices,
corporate governance, statutory compliances, controls
and audit purpose. Your Company has adopted a
strong and well-designed Internal Audit to review
all systems, processes and compliance with internal
systems & procedures and statuary requirements. This is
supplemented by Statutory Audits as well as Self Audits
done periodically. Senior management of your company
is committed to make the operations system driven so
as to standardise practices and reduce discretionary
decision making.

During the year, a new advanced ERP system was
implemented across all functions of Company which
is expected to integrate business processes, thereby

improving real-time data visibility, reducing operational
costs and boosting to support quicker and robust
decision making.

F. INTERNAL FINANCIAL CONTROL:

Your Company has in place requisite and adequate
controls for financial matters to ensure all compliances -
internal as well as statutory. The systems related to these
matters are regularly reviewed and updated to keep
them in sync with changing times. During the year, no
reportable material weakness in the design or operation
were observed.

G. MATERIAL DEVELOPMENTS IN HUMAN RESOURCES/
INDUSTRIAL RELATIONS:

The Company amicably arrived a 5-year wage settlement
with Workers Representatives' Committee during the year.
Health and safety of people working inside factory has
always been of utmost importance to the management of
your Company. Regular training programmes by inhouse
experts as well as by outside agencies are conducted
to learn about techniques to improve personnel safety,
safety of fellow employees and equipment are carried out.
Operations by and large remain safe and stable.

Acrylic fiber being a specialty product, Company
devotes time and resources to develop and nurture
in-house talent. Your Company has always maintained
a congenial environment that encourages innovation,
trust and harmony. As we use a number of chemicals and
hazardous products, safety of the Company personnel and
facilities always receives top attention of the management
and our safety standards have repeatedly received
recognition from government bodies. As on 31^st March,
2026, the Company employed around 318 employees on
permanent rolls.

H. SUMMARY OF KEY FINANCIAL RATIOS:

1. The decrease is mainly on account of lower average trade receivables
outstanding during the year as compared to previous year.

2. The decrease is mainly on account of higher sales turnover and
lower average inventory as compared to previous year.

3. The increase in current ratio is mainly on account of increase in
current assets, higher investments and GST recoverable balances.

4. The decrease is mainly on account of full repayment of short term
borrowings, indicating no debt outstanding.

5. The increase is mainly on account of higher earnings due to
improved profitability supported by favourable market condition.

3. DIVIDEND:

The Board of Directors in its meeting held on 2^nd May, 2026
has recommended dividend of H 1.50/- per share on the
fully paid-up Equity Shares of the Company.

4. INVESTOR EDUCATION AND PROTECTION
FUND (IEPF):

Pursuant to the provisions of Section 124 and 125 of
the Companies Act, 2013, read with IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ('the
Rules'), all unpaid or unclaimed dividends are required to
be transferred by the Company to the IEPF established
by the Central Government after the completion of seven
years from the date of transfer to the Unpaid Dividend
Account of the Company. The unclaimed or unpaid
dividend relating to the Financial Year 2018-19 is due for
remittance in the month of November, 2026 to the IEPF
established by the Central Government.

Further, according to the Rules, the shares in respect
of which dividend has not been paid or claimed by
shareholders for seven consecutive years or more shall
also be transferred to the IEPF Authority. The Company
has sent notice to all shareholders whose shares are due to
be transferred to the IEPF Authority and has also published
requisite advertisement in the newspapers in this regard.

The details of these shares are also provided on the
website of the Company at www.vardhman.com

5. CONSOLIDATED FINANCIAL STATEMENT:

As your Company does not have any subsidiary, associate
or joint venture Company, therefore, the provisions of the

Companies Act, 2013 and Indian Accounting Standards
(Ind AS) 110, 111 and 112 in relation to consolidation of
accounts do not apply.

6. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:

The Company does not have any subsidiary/ material
subsidiary, associate or joint venture Company.

Further, during the year, no company has become or
ceased to be subsidiary, joint venture or associate of
the Company.

7. DIRECTORS:

Liable to retire by rotation: In accordance with the
provisions of the Articles of Association of the Company,
Mr. Bal Krishan Choudhary & Mr. Sachit Jain, Directors
of the Company, retires by rotation at the conclusion
of the forthcoming Annual General Meeting and being
eligible, offers themselves for re-appointment. The Board
recommends their appointment for the consideration
of the Members of the Company at the ensuing Annual
General Meeting.

Re-appointment of Independent Director:

Mr. Anil Kumar and Mr. Bhooshan Lal Uppal were
appointed as Independent Directors of the Company by
the Members in their 32^nd Annual General Meeting held on
30^th September, 2022 for a term of consecutive three (3)
years each starting from 19^th July, 2022. Since their term
was going to expire on 18^th July, 2025, the Members of
the Company vide its resolution dated 25^th June, 2025 had
re-appointed Mr. Anil Kumar and Mr. Bhooshan Lal Uppal
as Independent Directors for a second term of consecutive
three (3) years each starting from 19^th July, 2025.

Declaration by Independent Directors:

The Independent Directors have submitted their
disclosures to the Board that they fulfill all the
requirements as stipulated in Section 149(6) of the
Companies Act, 2013 so as to qualify themselves to be
appointed as Independent Directors under the provisions
of the Companies Act, 2013 and the relevant rules thereof.

Your Board confirms that in its opinion the Independent
Directors possess the requisite integrity, experience,
expertise, proficiency and qualifications. All the
Independent Directors on the Board of the Company
are registered with the Indian Institute of Corporate
Affairs, Manesar, Gurgaon (IICA) as notified by the Central
Government under Section 150(1) of the Companies Act,
2013 and shall undergo online proficiency self-assessment
test, if applicable, within the time prescribed by the IICA.

Familiarization Programmes for Board Members:

At the time of appointing a Director, a formal letter of
appointment is given, which inter-alia includes the role,
function, duties and responsibilities expected from
him/her as a Director of the Company and necessary
documents, reports and internal policies to enable him/
her to familiarise with the Company and it's procedures
and practices. Periodic presentations are made at
the Board, Committees meetings, on business and
performance updates of the Company, global business
environment, business strategy and risks involved etc.
Updates on relevant statutory changes on important
laws are periodically presented or circulated to the Board.
The Directors are also explained in detail the compliances
required from them under the Act, the SEBI Regulations
and other relevant Laws and Regulations.

The details of the Familiarization Programme conducted
for the Board members of the Company are available on the
Company's website at the link: https://www.vardhman.
com/Document/Report/Company%20Information/
Policies/Vardhman%20Acrylics%20Ltd/Familisation_
program_for_Board_Members.pdf

Annual Evaluation of the Board Performance:

The Meeting of Independent Directors of the Company for
the Financial Year 2025-26 was held on 20^th March, 2026
to evaluate the performance of the Non-Independent
Directors, Chairman of the Company and the Board
as a whole.

The evaluation was done by way of discussions on the
performance of the Non- Independent Directors, Chairman
and Board as a whole.

A policy on the performance evaluation of Independent
Directors, Board, Committees and other individual
Directors which includes criteria for performance
evaluation of non-executive directors and executive
directors has been formulated by the Company.

8. NOMINATION AND REMUNERATION POLICY:

In compliance with Section 178 of the Companies Act,
2013 and Regulation 19 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Nomination and Remuneration Policy of the Company has
been duly approved and adopted by the Board pursuant
to recommendation of Nomination and Remuneration
Committee of the Board and may be accessed on
the website of the Company at the link https://
www.vardhman.com/Document/Report/Company%20

Information/Policies/Vardhman%20Acrylics%20Ltd/

Nomination_and_Remuneration_Policy.pdf

As mandated by proviso to Section 178(4) of the

Companies Act, 2013, salient features of Nomination and

Remuneration Policy are as under:

a) Identifying persons who are qualified to become
Directors and who may be appointed in Senior
Management in accordance with the criteria laid
down and recommending to the Board their
appointment and removal.

b) Formulating the criteria for determining
qualifications, positive attributes and independence
of a Director and evaluating the balance of skills,
knowledge and experience on the Board and on
the basis of such evaluation, prepare a description
of the role and capabilities required of an
independent director.

c) Recommending to the Board, policy relating to
remuneration of Directors (Whole time Directors,
Executive Directors etc.), Key Managerial Personnel
and other employees while ensuring the following:

i. That the level and composition of remuneration
is reasonable and sufficient to attract, retain
and motivate directors of the quality required
to run the company successfully.

ii. That relationship of remuneration to
performance is clear and meets appropriate
performance benchmarks.

iii. That remuneration to directors, key managerial
personnel and senior management involves
a balance between fixed and incentive pay
reflecting short and long term performance
objectives appropriate of the working of the
Company and its goals.

d) Formulating the criteria for evaluating performance
of Board and all the Directors.

e) Devising a policy on diversification of Board.

f) Determining whether to extend or continue the term
of appointment of the independent director on the
basis of the report of performance evaluation of
independent directors.

g) Recommending to the Board remuneration payable
to Senior Management.

9. KEY MANAGERIAL PERSONNEL (KMP):

In compliance with the provisions of Section 203 of the
Companies Act, 2013, following are the KMPs of the
Company as on 31^st March, 2026:

10. NUMBER OF BOARD MEETINGS:

During the year under review, the Board met four (4)
times and the intervening gap between any two meetings
was within the period prescribed under the Companies
Act, 2013. The details of Board Meeting are set out in
Corporate Governance Report which forms part of this
Annual Report.

11. AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

At the 32^nd Annual General Meeting held on
30^th September, 2022, M/s. SCV & CO. LLP. (Formerly S.C.
Vasudeva & Co.), Chartered Accountants (Firm Registration
no. 000235N/ N500089) were re-appointed as Statutory
Auditors of the Company for a second term of five (5)
consecutive years starting from the conclusion of 32^nd
Annual General Meeting till the conclusion of 37^th Annual
General Meeting.

Further, the Statutory Auditors of the Company have
submitted Auditors' Report on the accounts of the
Company for the accounting year ended 31^st March, 2026.

This Auditors' Report is self-explanatory and requires
no comments.

Secretarial Auditor:

M/s. Ashok K Singla & Associates, Company Secretary in
Practice, were appointed as Secretarial Auditors of the
Company by the Board of Directors of the Company in its
meeting held on 30^th April, 2025, for a consecutive term of 5
years w.e.f. financial year 2025-26. The Secretarial Auditors
of the Company have submitted their Report in Form No.
MR-3 as required under Section 204 of the Companies
Act, 2013 for the financial year ended 31^st March, 2026.
This Report is self-explanatory and requires no comments
and it forms part of this report as Annexure - I.

Cost Auditor:

The Company is maintaining the Cost Records as specified
by the Central Government under section 148(1) of the
Companies Act, 2013.

The Board of Directors had appointed M/s R.A.
Mehta, Practising Cost Accountants, as the Cost Auditors
of the Company to conduct Cost Audit of the Accounts for
the financial year ended 2025-26. The Cost Audit Report
for the financial year 2025-26 is under finalization and
will be submitted to the requisite authorities within due
course of time.

12. AUDIT COMMITTEE:

Composition of Audit Committee:

The Audit Committee consists of three Independent
Directors i.e. Mr. Anil Kumar, Ms. Parakh Oswal and
Mr. Sanjeev Jain, Independent Directors. Mr. Anil Kumar
is the Chairman of the Committee and Company Secretary
of the Company is the Secretary of the Committee. All the
recommendations made by the Audit Committee were
accepted by the Board.

Apart from the Audit Committee, the Company has also
constituted other Board level Committees as mandated
by applicable laws. Details of the Committees, along with
their composition, charters and meetings held during the
year, are provided in the 'Corporate Governance Report',
which forms a part of this Report. Further, during the FY
2025-26, the Board has accepted all the recommendations
of its Committees.

13. VIGIL MECHANISM:

Pursuant to the provisions of Section 177(9) of the
Companies Act, 2013, the Company has established a
"Vigil Mechanism" incorporating Whistle Blower Policy
in terms of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, for employees and
Directors of the Company, for expressing the genuine
concerns of unethical behavior, actual or suspected fraud
or violation of the codes of conduct by way of direct access
to the Chairman/ Chairman of the Audit Committee.

The Company has also provided adequate safeguards
against victimization of employees and Directors who
express their concerns.

The Policy on Vigil Mechanism and Whistle Blower
Policy as approved by the Board may be accessed on the
Company's website at the link: https://www.vardhman.
com/Document/Report/Company%20Information/
Policies/Vardhman%20Acrylics%20Ltd/Vigil_Mechanism_
Policy.pdf

14 CORPORATE GOVERNANCE:

The Company has in place a system of Corporate
Governance. Corporate Governance is about maximizing
shareholders' value legally, ethically and sustainably.
A separate report on Corporate Governance forming part
of the Annual Report of the Company is annexed hereto.
A certificate from the Practising Company Secretary
regarding compliance of conditions of Corporate
Governance as stipulated under Corporate Governance
Clauses of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is annexed to the report
on Corporate Governance.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Vision & core areas of CSR: Your Company is committed
to and fully aware of its Corporate Social Responsibility
(CSR), the guidelines in respect of which were more clearly
laid down in the Companies Act, 2013. The Company's
vision on CSR is that the Company being a responsible
Corporate Citizen would continue to make a serious
endeavor for a quality value addition and constructive
contribution in building a healthy and better society
through its CSR related initiatives and focus on education,
environment, health care and other social causes.

CSR Policy: The CSR Policy of the Company indicating the
activities to be undertaken by the Company, as approved
by the Board, may be accessed on the Company's website
at the link: https://www.vardhman.com/Document/
Report/Company%20Information/Policies/Vardhman%20
Acrylics%20Ltd/Corporate_Social_Responsibility_
Policy.pdf

During the year, the Company has spent H41.32 lakhs
on CSR activities. Out of this, an amount of H23.74 lakhs
pertains to FY 2025-26.

The disclosures related to CSR activities pursuant to
Section 134(3) of the Companies Act, 2013 read with Rule
9 of Companies (Accounts) Rules, 2014 and Companies
(Corporate Social Responsibility) Rules, 2014 are annexed
hereto and forms part of this report as Annexure II.

16. RISK MANAGEMENT:

The Risk Management Policy required to be formulated
under the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 has been duly formulated and approved by the Board
of Directors of the Company. The aim of Risk Management
Policy is to maximize opportunities in all activities and to

minimize adversity. The policy includes identifying types
of risks and its assessment, risk handling, monitoring and
reporting, which in the opinion of the Board may threaten
the existence of the Company.

The Risk Management Policy may be accessed on the
Company's website at the link: https://www.vardhman.
com/Document/Report/Company%20Information/
Policies/Vardhman%20Acrylics%20Ltd/Risk_
Management_Policy.pdf

17. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR):

In compliance with the Regulation 34(2)(f) of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, Business Responsibility & Sustainability
Report of the Company for the FY 2025-26 is available on
the Company's website at the link: https://www.vardhman.
com/Document/Report/Compliances/BRR/Vardhman%20
Acrylics%20Ltd/BRSR_2025-26.pdf

18. INTERNAL FINANCIAL CONTROLS &
ITS ADEQUACY:

The Company has in place adequate internal financial
controls with reference to financial statements. During the
year, such controls were tested and no reportable material
weakness in the design or operation was observed.

A report on the Internal Financial Controls under clause
(i) of sub-section 3 of Section 143 of the Companies Act,
2013, as given by the Statutory Auditors of the Company
forms part of Independent Auditor's Report on Financial
Statements as Annexure B.

19. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/arrangements/transactions entered by the
Company during the financial year with related parties
were in the ordinary course of business and on an arm's
length basis. The particulars of Contracts or Arrangements
made with related parties as required under Section 134(3)
(h) of the Companies Act, 2013 in specified form AOC-2
forms part of Directors' Report as Annexure III.

The Policy on dealing with related party transactions
as approved by the Board may be accessed on the
Company's website at the link: https://www.vardhman.
com/Document/Report/Company%20Information/
Policies/Vardhman%20Acrylics%20Ltd/Related_Party_
Transactions_Policy.pdf

20. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

Particulars of loans given, investments made, guarantees
given and securities provided along with the purpose for
which the loan or guarantee or security is proposed to
be utilized by the recipient are provided in the financial
statement (Please refer to Note 4, 5, 9 and 12 to the
financial statements).

21. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS
AND OUTGO:

Energy conservation continues to be an area of major
emphasis in our Company. Efforts are made to optimize
the energy cost while carrying out the manufacturing
operations. Particulars with respect to conservation of
energy and other areas as per Section 134(3)(m) of the
Companies Act, 2013 read with the Companies (Accounts)
Rules, 2014, are annexed hereto and forms part of this
report as Annexure IV.

22. ANNUAL RETURN:

In terms of Section 92(3) and 134(3)(a) of the Companies
Act, 2013, the Annual Return of the Company is
available on the website of the Company at the link:
https://www.vardhman.com/Investors/Compliances

23. HUMAN RESOURCES /INDUSTRIAL RELATIONS:

Human resource is considered as the most valuable of
all resources available to the Company. The Company
continues to lay emphasis on building and sustaining
an excellent organizational culture based on human
performance. The Management has been continuously
endeavoring to build high performance culture on one
hand and amiable work environment on the other hand.

As on 31^st March, 2026, the Company employed around
318 employees on permanent rolls.

24. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

The disclosures in respect of managerial remuneration as
required under Section 197(12) read with Rule 5(1) of the
Companies (Appointment & Remuneration of Managerial
Personnel) Rules, 2014, are annexed hereto and forms part
of this report.

A statement showing the names and other particulars
of the employees drawing remuneration in excess of

the limits set out in Rule 5 (2) and 5 (3) of Companies
(Appointment & Remuneration of Managerial Personnel)
Rules, 2014, is annexed hereto and forms part of this report.

All the above details are provided in Annexure V.

In terms of section 197(14) of the Companies Act, 2013,
the Company does not have any Subsidiary Company.
Further, none of the Director of the Company has
received any remuneration or commission from any
Holding Company.

25. MATERIAL CHANGES AND COMMITMENT, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE
END OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE DATE
OF THE REPORT:

No material changes and commitments affecting the
financial position of the Company occurred between the
end of the financial year to which the financial statements
relate and the date of this report.

26. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the
Companies Act, 2013, the Board hereby submits its
responsibility Statement:

a. In the preparation of the annual accounts, the
applicable Accounting Standards have been
followed along with the proper explanation relating
to material departures;

b. Appropriate accounting policies have been selected
and applied consistently, and have 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 31^st March, 2026 and of the profit of
the Company for the year ended on 31^st March, 2026;

c. Proper and sufficient care has been taken 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. The annual accounts have been prepared on a going
concern basis;

e. The Internal financial controls have been laid down to
be followed by the Company and that such internal
financial controls are adequate and are operating
effectively; and

f. Proper systems have been devised to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and
operating effectively.

27. GENERAL DISCLOSURES:

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:

1. Details relating to deposits covered under Chapter V
of the Act.

2. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

3. Significant or material orders passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company's operations
in future.

4. Change in nature of Business of the Company.

5. No fraud has been reported by the Auditors to the
Audit Committee or the Board.

6. There is no proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

7. There was no instance of one time settlement with
any Bank or Financial Institution.

Further, your Directors state that the Company has
complied with the provisions relating to constitution

of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and there was no
complaint filed under the said Act. The Company is also in
regular compliance of the applicable Secretarial Standards
with respect to Meetings of the Board of Directors (SS-1)
and General Meetings (SS-2) issued by the Institute of
Company Secretaries of India and the Maternity Benefit
Act, 1961.

In addition to this, all the policies as required under
the Act or the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 have been formulated
by the Company and are available on the website of the
Company, links whereof are provided in the 'Corporate
Governance Report', which forms part of this report.

28. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their
sincere gratitude to the Government, Bankers, Business
Constituents and Shareholders for their continued and
valuable co-operation and support to the Company and
look forward to their continued support and co-operation
in future too.

They also take this opportunity to express their deep
appreciation for the devoted and sincere services
rendered by the employees at all levels of the operations
of the Company during the year.

FOR AND ON BEHALF OF THE BOARD

Sd/-

Place: Ludhiana (S.P. Oswal)

Dated: 2^nd May, 2026 Chairman