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Company Information

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VARDHMAN HOLDINGS LTD.

01 October 2026 | 03:57

Industry >> Investment Company

Select Another Company

ISIN No INE701A01023 BSE Code / NSE Code 500439 / VHL Book Value (Rs.) 11,825.06 Face Value 10.00
Bookclosure 28/08/2026 52Week High 4275 EPS 676.83 P/E 5.08
Market Cap. 1096.39 Cr. 52Week Low 2870 P/BV / Div Yield (%) 0.29 / 0.15 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Directors of your Company have pleasure in presenting their 62nd Annual Report of the business and operations of the Company
along with the Audited Financial Statements for the year ended 31st March, 2026.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended 31st March, 2026 is as under:- (H in Lakhs)

PARTICULARS

Standalone

Consolidated

2025-26

2024-25

2025-26

2024-25

Revenue from operations (Net)

5,395.91

5,611.33

1,224.06

2,277.62

Other Income

185.53

185.66

185.53

185.66

Income from Associates

-

-

21,723.85

25,453.08

Profit before Depreciation, Interest & Tax (PBDIT)

5,378.45

5,178.74

22,930.45

27,298.11

Interest and Financial expenses

4.83

-

4.83

-

Profit before Depreciation and Tax (PBDT)

5,373.62

5,178.74

22,925.62

27,298.11

Depreciation & Amortisation Expenses

0.72

0.72

0.72

0.72

Profit before Tax (PBT)

5,372.90

5,178.02

22,924.90

27,297.39

Provision for Tax - Current

1,323.55

1,014.20

1,323.55

1,014.20

- Deferred Tax

0.08

482.82

0.08

482.82

Profit after tax (PAT)

4,049.27

3,680.99

21,601.27

25,800.37

Other Comprehensive Income

660.26

(1,582.58)

777.12

(1,557.47)

Total Comprehensive Income

4,709.53

2,098.41

22,378.39

24,242.90

Balance brought forward

69,885.41

68,682.78

3,29,890.36

3,06,297.41

Profit available for appropriation

74,594.94

70,781.19

3,52,268.75

3,30,540.31

Appropriations:

Proposed Dividend on Equity Shares

159.58

159.58

159.58

159.58

Transfer to Statutory Reserve

809.85

736.20

809.85

736.20

Closing balance of surplus

i.e. Balance in Statement of Profit & Loss

73,625.51

69,885.41

3,51,602.64

3,29,890.36

Earnings per share (H)

- Basic

126.88

115.34

676.83

808.40

- Diluted

126.88

115.34

676.83

808.40

2. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A. FINANCIAL ANALYSIS

i. STANDALONE

During the year under review, your Company has
registered Revenue from Operations of H5,395.91
lakhs as compared to H5,611.33 lakhs in the previous
year. The Company earned other income of H185.53
lakhs during the year as against H185.66 lakhs during
last year.

PROFITABILITY:

The Company earned profit before depreciation,
interest and tax of H5,378.45 lakhs as against
H5,178.74 lakhs in the previous year. After providing
for depreciation of H0.72 lakhs (Previous Year
H0.72 lakhs), finance cost of H4.83 lakhs (Previous
Year Nil), provision for current tax H1,323.55 lakhs
(Previous Year H1,014.20 lakhs), deferred tax H0.08
lakhs (Previous Year H482.82 lakhs), the net profit
from operations worked out to H4,049.27 lakhs as
compared to H3,680.99 lakhs in the previous year.

The balance available for appropriation after adding
balance in surplus account is H74,594.94 lakhs. Out of
this, a sum of H159.58 lakhs has been appropriated
towards dividend, H809.85 lakhs is proposed to
be transferred to special reserve account and the
balance of H73,625.51 lakhs is proposed to be carried
as surplus to the balance sheet.

Return on Net Worth for the financial year 2025-26
is increased from 3.91% to 4.11% on account of
increase in net profits during the year.

ii. CONSOLIDATED

During the year under review, your Company has
registered Revenue from Operations of H1,224.06
lakhs as compared to H2,277.62 lakhs in the previous
year. The Company earned other income of H185.53
lakhs during the year as against H185.66 lakhs during
last year.

PROFITABILITY:

The Company earned profit before depreciation,
interest and tax of H22,930.45 lakhs as against
H27,298.11 lakhs in the previous year. After providing
for depreciation of H0.72 lakhs (previous year
H0.72 lakhs), finance cost of H4.83 lakhs (Previous
Year Nil), provision for current tax H1,323.55 lakhs
(previous year H1,014.20 lakhs), deferred tax H0.08
lakhs (previous year H482.82 lakhs), the net profit

from operations worked out to H21,601.27 lakhs as
compared to H25,800.37 lakhs in the previous year.

The balance available for appropriation after
adding balance in surplus account is H3,52,268.75
lakhs. Out of this, a sum of H159.58 lakhs has been
appropriated towards proposed dividend, H809.85
lakhs is proposed to be transferred to special
reserve account and the balance of H3,51,602.64
lakhs is proposed to be carried as surplus to the
balance sheet.

B. RESOURCES UTILISATION:

a) Fixed Assets: The Net Block as at 31st March, 2026
was H318.02 lakhs as compared to H318.74 lakhs in
the previous year.

b) Current Assets: The current assets as on 31st March,
2026 were H98,211.83 lakhs as against H93,178.37
lakhs in the previous year.

C. FINANCIAL CONDITIONS & LIQUIDITY: (H in Lakhs)

PARTICULARS

2025-26

2024-25

Cash and Cash equivalents:

Beginning of the year

49.18

284.70

End of the year

41.95

49.18

Net cash provided (used) by:

Operating Activities

3,596.99

2,783.96

Investing Activities

(3,443.81)

(2,859.02)

Financial Activities

(160.41)

(160.46)

D. BUSINESS OUTLOOK:

Vardhman Holdings Limited primarily earns its income
from investments. The Company's strategy is to adopt a
systematic approach of investment into different asset
classes namely debt, equity & real estate and to keep the
portfolio dynamic as per the changing market conditions.
Company's current portfolio consists of investments into
debt, equity and real estate.

E. MANAGEMENT PERCEPTION OF RISK AND CONCERNS:

The Company recognizes that risk is an integral and
unavoidable component of business and is committed
to managing the risk in a proactive and effective manner.
The Company is a NBFC registered with RBI and mainly
engaged in investment activities. It follows a strategy
of adopting a systematic approach to investment into
different asset classes and keeping the portfolio dynamic
as per the changing market conditions. The Company

is prone to all the financial risks and capital market
fluctuations.

3. DIVIDEND:

The Board of Directors in its meeting held on 23rd May,
2026 has recommended a dividend of H5 per share on the
fully paid up Equity Shares of the Company.

4. PUBLIC DEPOSITS:

The Company has not accepted and does not intend to
accept any deposits from the public. As at 31st March,
2026, there are no outstanding/unclaimed deposits from
the public.

5. 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 shareholders whose
dividends have been transferred to the IEPF Authority can
claim their dividend from the Authority. 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 detail of these shares are also provided on the website
of the Company at www.vardhman.com.

6. CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Companies Act, 2013 and Indian
Accounting Standard IND AS-110 on Consolidated
Financial Statements read with IND AS-28 on 'Accounting
for Investments in Associates' the Audited Consolidated
Financial Statements are provided in the Annual Report.

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE
COMPANIES:

The Company does not have any subsidiary/ material
subsidiary and joint venture. Further, during the year, no

company has become or ceased to be subsidiary, joint
venture or associate of the Company. The details of the
financials of the associate companies for the year 2025-26
are as follows:-

Vardhman Textiles Limited (VTXL)

Vardhman Textiles Limited (VTXL) is an Associate
Company of the Company. The Company holds 28.99%
shares of VTXL as on 31st March, 2026. VTXL is engaged
in manufacturing of world class textiles. During the year,
the Revenue from Operations (Consolidated) of the VTXL
was H9,869.05 crore as compared to H9,784.88 crore in the
previous year. VTXL has a Net Profit after comprehensive
income (Consolidated) of H757.47 crore as compared to
H887.56 crore in the previous year.

Vardhman Spinning and General Mills Limited (VSGM)

Vardhman Spinning and General Mills Limited is an
Associate Company of the Company. Your Company
holds 50% shares of VSGM as on 31st March, 2026.
However, during the year, the Company has not traded any
goods and as such there is no revenue from operations.

8. DIRECTORS:

Liable to retire by rotation: In accordance with the
provisions of the Articles of Association of the Company,
Mr. Vikas Kumar, Director of the Company, retire by
rotation at the conclusion of the forthcoming Annual
General Meeting and being eligible, offers himself for
re-appointment. The Board recommends his appointment
for the consideration of the Members of the Company at
the ensuing Annual General Meeting.

Cessation from Directorship: During the year,
Mr. Rajeev Kumar Mittal and Mrs. Pooja Mehta,
Independent Directors, ceased to be Directors of the
Company w.e.f. 24th September, 2025 and 28th September,
2025 respectively on completion of their term of
appointment.

Appointment of Independent Directors: During the year
under review, Mrs. Anila Nair and Mr. Parampal Singh were
appointed as Independent Directors of the Company for a
term of consecutive three (3) years each w.e.f. 5th August,
2025. Their appointments were further approved by the
Members of the Company in the Annual General Meeting
held on 24th September, 2025.

Re-appointment of Directors: During the year,
Mr. S.P. Oswal was re-appointed as Managing Director of
the Company for a period of three (3) years with effect
from 9th August, 2025.

Declaration by Independent Directors:

The Independent Directors have submitted their
disclosures to the Board that they fulfil 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%20Holdings%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 23rd March, 2026 to
evaluate the performance of Non-Independent Directors,
Chairperson 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.

9. 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 Company and may be accessed
on the website of the Company at the link: https://
www.vardhman.com/Document/Report/Company%20
Information/Policies/Vardhman%20Holdings%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.

10. 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 31st March, 2026:

S.

No.

Name

Designation

1.

Shri Paul Oswal

Chairman & Managing Director

2.

Poorva Bhatia

Chief Financial Officer

3.

Sandeep*

Company Secretary

#Mr. Ankit Singla, Company Secretary, has left the services of the
Company and was relieved w.e.f. the close of Business hours on
17th November, 2025 and Mr. Sandeep has been appointed as a
Company Secretary in his place w.e.f. 10th February, 2026.

11. NUMBER OF BOARD MEETINGS:

During the year under review, the Board met five (5) times
and the intervening gap between any two meetings
was within the period prescribed under the Companies
Act, 2013. The details of Board Meetings are set out in
Corporate Governance Report which forms part of this
Annual Report.

12. AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

M/s K.C. Khanna & Co., Chartered Accountants (Registration
No. 000481N) were appointed as the Statutory Auditors
of the Company for a period of five consecutive years
starting from the conclusion of 58th Annual General
Meeting till the conclusion of 63rd Annual General Meeting
of the Company.

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

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

Secretarial Auditor:

M/s. Khanna Ashwani & Associates, Company Secretary
in Practice, were appointed as Secretarial Auditors of
the Company by the Board of Directors in its meeting
held on 23rd May, 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 31st March, 2026.
This Report is self-explanatory and requires no comments
and it forms part of this report as
Annexure - I.

Cost Auditors

Under the provisions of Section 148(1) of the Companies
Act, 2013, maintenance of cost records is not applicable
to the Company.

13. AUDIT COMMITTEE:

Composition of Audit Committee:

The Audit Committee consists of three Independent
Directors i.e. Mr. Devendra Bhushan Jain, Mr. Manjul Pahwa
and Mr. Parampal Singh. Mr. Devendra Bhushan Jain 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.

14. 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%20

Holdings%20Ltd/Vigil_Mechanism_and_Whistle_Blower_

Policy.pdf

15. 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
Holdings%20Ltd/BRSR_2025-26.pdf

16. DIVIDEND DISTRIBUTION POLICY (DDP):

As per Regulation 43A of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company
is required to formulate a DDP. Accordingly, a DDP was
adopted to set out the parameters and circumstances that
will be taken into account by the Board in recommending
the distribution of dividend to its shareholders and/or
retaining profits earned by the Company. The policy is
available on the Company's website at the link:
https://www.vardhman.com/Document/Report/
Company%20Information/Policies/Vardhman%20
Holdings%20Ltd/Dividend_Distribution_Policy.pdf

17. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate
Governance. Corporate Governance is about maximizing
shareholder 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 the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is annexed to the report on Corporate Governance.

18. 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

Holdings%20Ltd/Corporate_Social_Resonsibility_

Policy.pdf

During the year, the Company has spent H2.14 lakhs on
CSR activities.

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

19. RISK MANAGEMENT:

The Risk Management Policy required to be formulated
under the Companies Act, 2013 and the 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%20

Holdings%20Ltd/Risk_Management_Policy.pdf

20. INTERNAL FINANCIAL CONTROLS:

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 Standalone
Financial Statements as
Annexure - B and Independent
Auditor's Report on Consolidated Financial Statements as
Annexure - A.

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

All contracts/arrangements/transactions entered into
by the Company during the financial year with related
parties were in the ordinary course of business and on
an arm's length basis. During the year, the Company had
not entered into any contract / arrangement/transaction
with related parties which could be considered material
in accordance with the provisions of Regulation 23 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Accordingly, the disclosure of Related
Party Transactions as required under Section 134(3)(h) of
the Companies Act, 2013 in Form AOC-2 is not applicable.

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%20

Holdings%20Ltd/Related_Party_Transactions_Policy.pdf

Your Directors draw attention of the Members to Note no.
27 to the standalone financial statements which sets out
related party disclosures.

22. 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 standalone
financial statements (Please refer to Note no. 6 to the
standalone financial statements).

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

Particulars with respect to conservation of energy and
other areas as per Section 134(3)(m) of the Companies Act,
2013 read with Rule 8 (3) of the Companies (Accounts)
Rules, 2014 are not applicable.

24. 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

25. HUMAN RESOURCES /INDUSTRIAL RELATIONS:

The Company is not carrying on any manufacturing
activity and no workers were employed during the year.

26. 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 is 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 the 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 - III.

Since the Company has no holding or subsidiary Company,
no particulars are required to be given pursuant to the
provisions of section 197(14) of the Companies Act, 2013.

27. MATERIAL CHANGES AND COMMITMENT, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY 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.

28. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to 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 31st March, 2026 and of the profit of
the Company for the year ended on 31st 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.

29. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is

required in respect of the following items as there were no

transaction on these items during the year under review:

1. Change in nature of Business of the Company.

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

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

6. 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.

30. 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 of the Company during the year.

For and on Behalf of the Board

Sd/-

Dated: 23rd May, 2026 (S.P. Oswal)

Place: Ludhiana Chairman & Managing Director