The Board of Directors are pleased to present the Fifty Ninth Annual Report of VIP Industries Limited (“the Company"),
together with the Audited Financial Statements for the Financial Year ended March 31, 2026.

This Report covers the financial results and other significant developments of the Company during the year under review
and up to the date of the Board Meeting held on May 15, 2026, at which it was approved.

OVERVIEW OF FINANCIAL PERFORMANCE

The Audited Financial Results of your Company as on March 31, 2026, have been prepared in accordance with the applicable
Indian Accounting Standards (“Ind-AS"), the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (“SEBI Listing Regulations") and the provisions of Companies Act, 2013 (“the Act").

Key highlights of Standalone and Consolidated financial performance for the year ended March 31, 2026, are summarized
as below:

FINANCIAL HIGHLIGHTS
Standalone Results

During the Financial Year ended March 31, 2026, revenue
from operations was ' 1,849.09 crores as against ' 2,169.66
crores in the previous year, registering a decline of 14.78%.
Loss before exceptional items and tax stood at ' (405.59)
crores as against ' (10723) crores in the previous year. Loss
after Tax for the year was at ' (342.88) crores as against
' (81.40) crores in the previous year.

Consolidated Results

During the Financial Year ended March 31, 2026, revenue
from operations was ' 1,858.13 crores as against ' 2,178.43
crores in the previous year, registering a decline of 14.70%.
Loss before exceptional items and tax stood at ' (416.20)
crores as against ' (99.05) crores in the previous year. Loss
after Tax for the year was at ' (338.01) crores as against
' (68.79) crores in the previous year.

A detailed analysis of the operations of your Company
during the year under review is included in the Management

Discussion and Analysis Report, forming part of this
Annual Report.

STATE OF COMPANY'S AFFAIRS

Discussion on the state of the Company's affairs has
been covered as part of the Management Discussion and
Analysis. Management Discussion and Analysis for the
year under review, as stipulated under the SEBI Listing
Regulations is presented in a separate section forming part
of this Annual Report.

EXPORTS AND INTERNATIONAL OPERATIONS

Financial Year 2025-26 was significantly impacted by
geopolitical developments, particularly the conflict in the
Middle East. This had a pronounced effect on demand,
supply chain stability, and overall business sentiment
across key markets in the region, which had otherwise
been showing strong recovery during the year. With March
being one of the Company's peak month, the timing of these
disruptions amplified the overall impact.

The escalation of tensions in the Middle East Led to cautious
consumer spending, project delays, and temporary
disruptions in trade flows, all of which weighed on the
Company's sales performance. In addition, higher freight
costs, intermittent logistics bottlenecks, and currency
volatility further compounded the operating challenges
during the year.

Despite these headwinds, the Company continued to
strengthen its fundamentals. Compared to the previous
year, there has been a sharper strategic focus on
diversification both in terms of markets and customer
segments. The Company has also made steady progress
in expanding its Original Equipment Manufacturer (OEM)
partnerships, which are expected to provide a more stable
and scalable revenue stream, partially offsetting volatility
in traditional markets.

In summary, although Financial Year 2025-26 was
challenging, the Company has responded with greater
resilience, a more diversified approach, and a stronger
strategic foundation, positioning it to capitalize on
opportunities as market conditions stabilize.

RESERVES & DIVIDEND
Transfer to Reserve

During the year under review, the Company has transferred
an amount of ' 1.85 crores to the General Reserves. As of
March 31, 2026, the Reserves and Surplus (other equity)
of the Company were at ' 180.31 crores including retained
earnings of ' (107.25) crores.

Dividend

In view of the loss incurred during the year under review and
the need to conserve resources during these challenging
times, the Board of Directors (“Board”) has, with regret,
decided not to recommend any dividend for the Financial
Year 2025-26.

Dividend Distribution Policy

The Board has approved and adopted the Dividend
Distribution Policy and the same has been available on the
Company's website at https://vipindustries.co.in/investor/
disclosure-46-lodr

Unclaimed dividends

In terms of the provisions of the Act read with the Investor
Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016 (including amendments
and modifications, thereof), ' 64,17,127/- (Rupees Sixty Four
Lakhs Seventeen Thousand One Hundred and Twenty-Seven
only) of unpaid / unclaimed dividends for the financial year
2017-18 (Interim and Final Dividend) and 2018-19 (Interim
Dividend), were transferred during the financial year 2025-26
and upto the date of this Report to the Investor Education
and Protection Fund.

Details of unclaimed dividends and shares transferred
to Investor Education and Protection Fund is given in the
Notice of Annual General Meeting.

OPEN OFFER AND SHARE ACQUISITION
DISCLOSURE

On July 13, 2025, JM Financial Limited issued a Public
Announcement for an Open Offer, for and on behalf of
Multiples Private Equity Fund IV and Multiples Private Equity
GIFT Fund IV (“Acquirers”) and Samvibhag Securities Private
Limited (“PAC 1”), Mithun Padam Sacheti (“PAC 2”), Siddhartha
Sacheti (“PAC 3”) and Profitex Shares and Securities Private
Limited (“PAC 4”) (PAC 1, PAC 2, PAC 3 and PAC 4, collectively
“PACs”) to the Company's public shareholders.

The Open Offer was triggered pursuant to the execution of
(a) Share Purchase Agreement dated July 13, 2025 between
the Acquirers, PAC 1, PAC 2 and PAC 3 and DGP Securities
Limited, Piramal Vibhuti Investments Limited, Kiddy Plast
Limited, Kemp and Company Limited and Alcon Finance &
Investments Limited ("SPA"); (b) Shareholders Agreement
dated July 13, 2025, between the Acquirers and certain
existing promoters/ members of the promoter group of the
Company (“SHA”); and (c) Limited purpose Agreement dated
July 13, 2025 between the Acquirers, PAC 1, PAC 2 and PAC 3.

Under the said SPA, the Acquirers, PAC 1, PAC 2 and PAC
3 had agreed to acquire up to 4,54,46,305 equity shares
at a price of ' 388/- per share, totalling to approximately
1,763 Crores. Transaction milestones under the SPA were
executed as follows: (a) Prior to the completion of the
Open Offer: Acquisition of 83,90,076 equity shares on
September 26, 2025; and (b) Post completion of the Open
Offer: Acquisition of an additional 3,70,32,606 equity shares
on December 24, 2025. Additionally, a total of 23,623 equity
shares were accepted in the Open Offer.

Under the SHA, the parties had inter alia recorded the inter
se rights and obligations of the parties as shareholders of
the Company.

Under the Limited Purpose Agreement, the parties have
inter alia agreed that that the PACs will not be exercising
any control over the Company and would be persons acting
in concert with the Acquirers for the limited purpose of the
SPA and the Open Offer.

PROMOTERS

Pursuant to the terms of the Share Purchase Agreement
and Shareholders Agreement entered by the existing
Promoters of the Company with Multiples Private
Equity Fund IV and Multiples Private Equity Gift Fund IV
(collectively, “Multiples Group”) on September 23, 2025, the
Multiples Group have the right to nominate majority of the
directors of the Company and has acquired ‘Control' of the
Company. In addition to existing Promoters, Multiples Group
has also been classified as ‘Promoters' of the Company.
The Promoters and Promoters Group of the Company are

holding 6,01,54,642 fully paid-up equity shares representing
42.35% as on March 31, 2026.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board comprises of distinguished professionals with
diverse expertise, extensive industry experience, and high
standards of integrity. The Directors bring valuable insights
in areas such as strategy, finance, governance, and business
Leadership, enabling effective oversight and informed
decision-making. The Board remains committed to the
long-term success of the Company and dedicates sufficient
time and attention to discharge its responsibilities, including
active participation in Board and Committee meetings.

As on March 31, 2026, the Board consists of 8 (eight)
Directors, comprising of 4 (four) Independent Directors
(including 1 (one) Independent Woman Director), 3 (three)
Non-Executive Non-Independent Directors of whom 2 (two)
are Women Directors and 1 (one) Executive Director, details
of which have been provided in the Corporate Governance
Report, which forms part of this Report.

In terms of the requirement of the SEBI Listing
Regulations, the Board has identified core skills, expertise,
and competencies of the Directors in the context of the
Company's businesses for effective functioning. The list of
key skills, expertise and core competencies of the Board of
Directors is detailed in the Corporate Governance Report.
The Executive Director of the Company has not received
salary or commission from any of the subsidiaries of
the Company.

In the opinion of the Board, all the Directors, including
the Directors re-appointed during the year under review,
possess the requisite qualifications, experience & expertise
and hold high standards of integrity.

Re-appointment of Director retiring by rotation

Mr. Sridhar Sankararaman (DIN: 06794418), Non-Executive
- Non-Independent Director of your Company, retires by
rotation at the ensuing Annual General Meeting and being
eligible offers himself for re-appointment. The Board
recommends his re-appointment and the same forms
part of the Notice of Annual General Meeting (“AGM”).
The disclosures required regarding the re-appointment
of Mr. Sridhar Sankararaman under Regulation 36(3) of
the SEBI Listing Regulations and Secretarial Standard
on General Meetings issued by the Institute of Company
Secretaries of India, are given in the Notice of AGM, forming
part of the Annual Report.

Appointment / Re-appointment / Cessation / Change
in Designation of Directors during Financial Year
2025-26

1. Mr. Amit Jatia (DIN: 00016871), retired as a Non¬
Executive - Independent Director of your Company
with effect from the close of business hours on July

23, 2025 after completion of his second term of five
consecutive years.

2. Mr. Dilip Piramal (DIN: 00032012), Chairman and Non¬
Executive - Non Independent Director liable to retire
by rotation and being eligible for re-appointment was
re-appointed by the shareholders of the Company at
the last AGM held on September 10, 2025.

3. Consequent to the acquisition of the Company by the
Multiples Group, Mr. Dilip Piramal (DIN: 00032012),
Chairman and Non-Executive - Non Independent
Director and Ms. Radhika Piramal (DIN: 02105221),
Executive Vice Chairperson of the Company had
resigned effective from September 23, 2025.

4. Ms. Neetu Kashiramka (DIN: 01741624), Managing
Director, Mr. Ashish Kumar Saha (DIN: 05173103),
Executive Director and Mr. Ramesh Damani
(DIN: 00304347), Non-Executive - Independent Director
had resigned effective from September 23, 2025.

The Board places on record its sincere appreciation
for valuable contributions of Mr. Amit Jatia, Mr. Dilip
Piramal, Ms. Radhika Piramal, Ms. Neetu Kashiramka,
Mr. Ashish Kumar Saha and Mr. Ramesh Damani during
their tenure with the Company.

5. The Board at its meeting held on September 23, 2025,
on the basis of the recommendation of the Nomination
and Remuneration Committee (“NRC”) appointed:

a) Ms. Renuka Ramnath (DIN: 00147182) as a
Non-Executive - Non Independent Director and
Chairperson of the Company not liable to retire
by rotation.

b) Mr. Sridhar Sankararaman (DIN: 06794418) as a
Non-Executive - Non Independent Director, liable
to retire by rotation.

c) Mrs. Shalini D. Piramal (DIN: 01365328) as Non¬
Executive - Non Independent Director, liable to
retire by rotation.

d) Mr. Rajendra Agarwal (DIN: 00227233) as a Non¬
Executive - Independent Director, for a term of
5 (five) consecutive years not liable to retire by
rotation and

e) Mr. Atul Jain (DIN:07434943) as a Managing
Director of the Company for a term of 5 (five)
consecutive years liable to retire by rotation with
effect from September 23, 2025.

6. The shareholders of the Company through Postal
Ballot (the result of Postal Ballot declared on
December 18, 2025) approved the appointment of Ms.
Renuka Ramnath (DIN: 00147182) as Non-Executive -
Non-Independent Director - Chairperson, Mr. Sridhar

Sankararaman (DIN: 06794418) as a Non-Executive -
Non Independent Director, Mrs. ShaLini D. PiramaL (DIN:
01365328) as a Non-Executive - Non Independent
Director, Mr. Rajendra Agarwal (DIN: 00227233) as a
Non-Executive - Independent Director and Mr. Atul Jain
(DIN: 07434943) as Managing Director of the Company.

Key Managerial Personnel

Mr. Manish Desai, Chief Financial Officer has relinquished
his position as Chief Financial Officer and Key Managerial
Personnel of the Company, effective from the close of
business hours of March 10, 2026. The Board places on
record its appreciation for the services rendered by
Mr. Manish Desai during his association with the Company.

The Board at its meeting held on March 10, 2026, on the
recommendation of the Audit Committee and NRC has
approved the appointment of Mr. RahuL Poddar as the
Chief Financial Officer and Key Managerial Personnel of the
Company with effect from March 11, 2026.

As on March 31, 2026, the following are the Key Managerial
Personnel (“KMPs”) of the Company as per Sections 2(51)
and 203 of the Act:

a) Mr. Atul Jain - Managing Director

b) Mr. Rahul Poddar - Chief Financial Officer

c) Mr. Ashitosh Sheth - Company Secretary & Head - Legal*

*Mr. Ashitosh Sheth resigned from the position of the
Company Secretary and Compliance Officer (Key Managerial
Personnel) of the Company w.e.f. May 4, 2026. The Board
places on record its sincere appreciation for valuable
contribution of Mr. Ashitosh Sheth during his tenure with
the Company.

During the year under review Ms. Neetu Kashiramka has
resigned as Chief Executive Officer (CEO designated as KMP)
w.e.f. September 23, 2025.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the
Independent Directors of the Company that they meet the
criteria of independence as provided in Section 149(6) of
the Act along with Rules framed thereunder and Regulation
16(1) (b) of SEBI Listing Regulations and they continue to
comply with the Code of Conduct laid down under Schedule
IV of the Act. In terms of ReguLation 25(8) of SEBI Listing
Regulations, the Independent Directors have confirmed that
they are not aware of any circumstance or situation that
exists or may be reasonabLy anticipated that couLd impair
or impact their ability to discharge their duties with an
objective independent judgment and without any externaL
influence. The Directors have further confirmed that they
are not debarred from holding the office of the director
under any SEBI Order or any other such authority.

In the opinion of the Board, there has been no change in the
circumstances which may affect their status as Independent

Directors of the Company and the Board is satisfied with the
integrity, expertise, and experience (including proficiency
in terms of Section 150(1) of the Act and applicable rules
thereunder) of all Independent Directors on the Board. In
opinion of the Board, the Independent Directors fulfil the
conditions specified in the SEBI Listing Regulations and are
independent of the management.

All the Independent Directors of the Company have
confirmed that they are in compliance with Section 150 of
the Act read with Rule 6 of the Companies (Appointment
and Qualification of Directors) Rules, 2014, as amended, with
respect to registration with the data bank of Independent
Directors maintained by the Indian Institute of Corporate
Affairs and complied with the requirements of passing
proficiency test, as applicable.

COMMITTEES OF THE BOARD

As required under the Act and the SEBI Listing Regulations, the
Board has constituted the following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Risk Management and Business Responsibility &
Sustainability Committee

• Corporate Social Responsibility Committee

DetaiLs such as terms of reference, composition and
meetings held during the year under review for these
committees are disclosed in the Corporate Governance
Report, which forms a part of the Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to review the
Company's performance, determine business strategies
and poLicies, and deLiberate on key governance matters.
The Board exercises effective oversight of the Company's
operations through quarterLy reviews and comprehensive
presentations by the management. The Board and
Committee meetings are planned in advance and a tentative
annuaL caLendar is shared with Directors to faciLitate
their participation and enabLe informed deLiberations. In
exceptionaL circumstances requiring speciaL and urgent
business matters, approval of the Board or Committee
are obtained by passing resoLutions through circuLation
or by convening the Board / Committee meetings at a
shorter notice, in accordance with the Act and the SEBI
Listing ReguLation.

DetaiLed agenda papers and expLanatory notes are
circulated in advance of Board and Committee meetings,
providing Directors with adequate information to enable
informed discussion and decision-making.

During the year under review, the Board met 10 (ten)
times with at least one meeting every calendar quarter.
The intervening gap between the meetings did not exceed

120 days as prescribed under the Act and the SEBI Listing
Regulations. The details of the Board meetings and
attendance of the Directors are provided in the Corporate
Governance Report, which forms part of this report.

BOARD EVALUATION

The Company is Led by a diverse, experienced and competent
Board. The Nomination and Remuneration Committee
(NRC) led an internal evaluation process to assess the
performance of the Board, its Committees and Individual
Directors. It includes circulation of questionnaire to all
Directors for evaLuation of the Board and its Committees,
Board composition and its structure, Board effectiveness,
Board functioning, information availability, adequate
discussions, etc.

Pursuant to provisions of Section 134, 178 of the Act, and
Regulation 17(10) SEBI Listing Regulations, the Board has
carried out an annual evaluation of the performance
of the Board, its Committees, and IndividuaL Directors.
Performance evaluation of independent directors was done
by the entire Board, excluding the independent directors
being evaluated.

The performance of Individual Directors were reviewed by
the Board and the NRC, with criteria such as preparedness,
constructive contributions and input in meetings,
performance, knowledge, analysis, quality of decision¬
making, etc. The Directors expressed their satisfaction with
the evaluation process.

The Company has devised a Policy for performance
evaluation of the Independent Directors, Non-executive
Directors, Executive Directors, the Board of Directors, and
respective Committees entirely. The said policy is available
on the website of the Company at https://www.vipindustries.
co.in/investor/discLosure-46-Lodr.

INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on March 31, 2026, without
the attendance of Non-Independent Directors and members
of the management. Pursuant to Regulation 25(4) of SEBI
Listing Regulations, the Independent Directors reviewed the
performance of Non-Independent Directors, the Committees
and the Board as a whole along with the performance of the
Chairperson of your Company, taking into account the view
of Executive Director and assessed the quality, quantity and
timeliness of flow of information between the management
and the Board that is necessary for the Board to effectively
and reasonably perform their duties.

BOARD DIVERSITY

The Board comprises adequate number of members with
diverse experience and skills, such that it best serves the
governance and strategic needs of the Company. The
Company beLieves that a truLy diverse board wiLL Leverage
differences in thought, perspective, knowledge, skill,
regional & industry experience, cultural & geographical

background, age, ethnicity, race and gender, which will help
the Company to retain its competitive advantage.

The Board take an active part in the deliberations at the
Board and Committee meetings by providing vaLuabLe
guidance and expert advice to the management on various
aspects of business, policy direction, strategy, governance,
compliance, etc. and play a critical role on strategic issues
and add value in the decision-making process of the Board.

The Non-Executive Chairperson Ms. Renuka Ramnath
(DIN: 00147182) serves as mentor and sounding Board for
the Managing Director and Senior Management especially in
the areas of strategic planning, risk mitigation and external
interface. She continues to play an important role in
epitomizing and brand building. She is available to provide
feedback and counsel to the Managing Director and Senior
Management on key issues faced by them.

The Board has adopted the Board Diversity Policy, as a part
of NRC PoLicy which sets out the approach to the diversity
of the Board of Directors. The said Policy is hosted on the
website of the Company at https://www.vipindustries.co.in/
investor/discLosure-46-Lodr

FAMILIARISATION PROGRAMME

In compliance with the requirements of Regulation 25(7) of
the SEBI Listing Regulations, the Company has put in place
a familiarization programme for the Independent Directors
to familiarize them with the Company, their roles, rights and
responsibilities with the Company, nature of the industry
in which the Company operates, business modeL etc. so as
to enable them to take well-informed decisions in a timely
manner. The details of programs for familiarisation of
Independent Directors are available on the website of the
Company and can be accessed at https://www.vipindustries.
co.in/investor/discLosure-46-Lodr

NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration
Policy in accordance with the provision of Section 178 of the
Act and the SEBI Listing Regulations. The policy lays down
the criteria for the identification, selection, appointment
and remuneration of Directors, Key Managerial Personnel
(KMP), and Senior Management Personnel. It also prescribes
the criteria for determining qualifications, competencies,
positive attributes, and independence of a Director and
the criteria for determining their remuneration and
other employees.

The Nomination and Remuneration Committee (“NRC”)
assists the Board in identifying and recommending
individuals for the appointment/re-appointment of
Directors, KMPs and the Senior Management roles. As a
part of its responsibilities, the NRC periodically reviews the
composition of the Board and undertakes an assessment of
the skills, experience, diversity, and competencies required to
ensure an appropriate balance and effective functioning of
the Board. The NRC reviews candidates through background

checks and interviews before making recommendations to
the board. Newly appointed Directors are appropriately
briefed on the Company's business, governance framework,
and the expectations associated with their role.

Nomination and Remuneration Policy of the Company has
been displayed on the Company's website at the link -
https://www.vipindustries.co.in/investor/disclosure-46-lodr

RISK MANAGEMENT

The Company has a structured risk management
framework, designed to identify, assess and mitigate risks
appropriately. The Board has formed a Risk Management
& Business Responsibility and Sustainability Committee to
frame, implement and monitor the risk management plan
for the Company.

The Company identifies all strategic, operational, and
financial risks that the Company faces, by assessing and
analysing the latest trends in risk information available
internally and externally and using the same to plan for
risk management activities.

Risk Management & Business Responsibility and
Sustainability Committee reviews the risk identification, risk
assessment and minimization procedures on a regular basis
and updates the Audit Committee and the Board periodically.
During the year under review, all the recommendations
made by the Risk Management & Business Responsibility
and Sustainability Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (“CSR”) activities, projects
and programs undertaken by the Company are in
accordance with Section 135 of the Act and the Rules
made thereunder. Such CSR activities exclude activities
undertaken in pursuance of its normal course of business.

The Annual Report on CSR activities that includes details
about the CSR Policy developed and implemented by the
Company and CSR initiatives taken during the Financial Year
2025-26 is in accordance with Section 135 of the Act, and
Companies (Corporate Social Responsibility Policy) Rules,
2014 as amended from time to time and is annexed herewith
as Annexure A to this Report. The CSR policy is placed on
the Company's website at https://www.vipindustries.co.in/
investor/disclosure-46-lodr

AUDITORS

STATUTORY AUDITORS

At the 54^th Annual General Meeting (“AGM”) of the Company
held on August 13, 2021, and under the provisions of the
Act and the Rules made thereunder, M/s Price Waterhouse
Chartered Accountants LLP, Chartered Accountants having
Firm Registration No. 012754N/N500016, was appointed as
the Statutory Auditor of the Company for a second term
of 5 (Five) years from the conclusion of the 54^th AGM till
the conclusion of 59^th AGM to be held in the year 2026.

Accordingly, M/s Price Waterhouse Chartered Accountants
LLP will be completing their second term of five years at
the conclusion of the forthcoming AGM.

Your Company is proposing to appoint M/s. Deloitte Haskins
& Sells Chartered Accountants LLP, Firm Registration No:
117364W/W100739, subject to the approval of the members
of the Company at the forthcoming AGM, as the Statutory
Auditors of the Company for a term of five years from the
conclusion of the 59^th AGM till 64^th AGM to be held in the
year 2031.

Your Company has received written consent and certificate
of eligibility in accordance with Sections 139, 141 and other
applicable provisions of the Act and Rules made thereunder,
from M/s. Deloitte Haskins & Sells Chartered Accountants
LLP. They have confirmed that they hold a valid certificate
issued by the Peer Review Board of the Institute of
Chartered Accountants of India as required under the SEBI
Listing Regulations.

The Audit Committee and the Board is of the opinion that
the appointment of M/s. Deloitte Haskins & Sells Chartered
Accountants LLP as Statutory Auditors will be in the best
interest of the Company and therefore, the members are
requested to consider their appointment as Statutory
Auditors of the Company, for a term of five years from
the conclusion of the forthcoming AGM, and shall hold the
office up to the AGM to be held in the year 2031, at such
remuneration as mutually agreed and as may be approved
by the members, who may be suitably authorised for
this purpose.

The resolution seeking appointment of M/s. Deloitte
Haskins & Sells Chartered Accountants LLP as the Statutory
Auditors of the Company, as stated above, has been included
in the Notice of the Fifty Ninth AGM for the approval of
the members.

The Notes on financial statements referred to in the
Auditors' Report are self-explanatory and do not call for any
further comments. The Auditors' Report does not contain
any qualification, reservation, or adverse remark.

SECRETARIAL AUDITORS

Pursuant to the amended provisions of Regulation 24A
of SEBI Listing Regulations and Section 204 of the Act
and the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the Board of Directors,
based on the recommendation of the Audit Committee,
appointed M/s Ragini Chokshi & Co., Company Secretaries
in Practice, Mumbai, a Peer Reviewed Company Secretary
(Firm registration no. 92897 & Peer Review no. 4166/2023),
as the Secretarial Auditors of the Company for a term of
5 (five) consecutive years from the financial year 2025¬
26 up to financial year 2029-30. The said appointment
was approved by the members at the Fifty Eighth AGM of
the Company.

The Secretarial Audit Report for the Financial Year 2025¬
26, forms part of this Annual Report and is annexed as
Annexure B to the Board's report. The Secretarial Audit
does not contain any qualifications, reservations, or
adverse remarks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company's internal control systems are commensurate
with the nature of its business, the size & complexity of
its operations. The Company has comprehensive internal
control mechanism and also has in place adequate
policies and procedures for the governance of orderly and
efficient conduct of its business, including adherence to the
Company's policies, safeguarding its assets, prevention &
detection of frauds and errors, accuracy & completeness
of the accounting records, and timely preparation of
reliable financial disclosures. The internal financial controls
concerning the Financial Statements are adequate &
effective operating.

The effectiveness of internal financial controls is monitored
through management reviews, control self-assessment
and independent testing by the Internal Audit Team. The
Audit Committee periodically reviews the adequacy and
effectiveness of the internal financial control to ensure
the Company's accounts are properly maintained and that
the transactions were recorded in the books of accounts in
accordance with the applicable accounting standards, laws
and statutes.

Based on the reviews conducted during the year, the
Statutory and Internal auditors have confirmed that no
material weakness in the Company's internal financial
controls was identified during the financial year ended
March 31, 2026.

DIRECTORS' RESPONSIBILITY STATEMENT

Under the requirements of Section 134(3)(c) of the Act,
concerning the Directors' Responsibility Statement, based
on their knowledge and belief and the information and
explanations obtained, your Directors confirm that:

(a) i n the preparation of the annual accounts for the
year ended March 31, 2026, the applicable accounting
standards have been followed along with proper
explanation relating to material departures;

(b) such accounting policies selected and applied
consistently and made judgments and estimates that
are reasonable and prudent to give a true and fair
view of the state of affairs of the Company for the
Financial Year ended March 31, 2026, and the loss of
your Company for that period;

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

(d) annual accounts for the Financial Year ended March 31,
2026, have been prepared on a going concern basis;

(e) internal financial controls have been laid down and
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 that such systems were adequate and
operating effectively.

SHARE CAPITAL

During the year under review, there was no change in the
authorised share capital of the Company. The Authorized
Share Capital of the Company is ' 49,40,00,000/- divided
into 24,65,00,000 equity shares of ' 2/- each and 1,000
Preference Shares of '1,000/- each.

The paid-up Equity Share Capital of the Company as on
March 31, 2026, stood at ' 28,41,03,692/- consisting of
14,20,51,846 equity shares of ' 2/- each fully paid up.

During the year under review, the Company has not issued
shares with differential voting rights.

During the year under review, the Company had allotted
32,142 Equity Shares of ' 2/- each upon exercise of stock
options by the eligible employees under Employee Stock
Appreciation Right Plan 2018.

EMPLOYEE STOCK APPRECIATION RIGHT (ESAR)

Under the approval of the Members at the Annual General
Meeting held on July 17, 2018, the Company adopted the
V.I.P Employee Stock Appreciation Rights Plan 2018 (“ESRAP
2018”/ “Plan”). By ESARP 2018, the employee of the Company
and its subsidiaries are entitled to receive Employee Stock
Appreciation Right (ESAR), which entitle them to receive
appreciation in the value of the shares of the Company
at a future date and in a pre-determined manner, where
such appreciation is settled by way of allotment of shares
of the Company. The Company confirms that the ESARP
2018 complies with the provisions of the SEBI (Share Based
Employee Benefits and Sweat Equity ) Regulations, 2021.

Pursuant to the approval of the Members at the Annual
General Meeting held on August 2, 2023, the Company has
increased the number of equity shares to be granted on
exercise of ESARs from 7,06,587 (Seven Lakhs Six Thousand
Five Hundred Eighty-Seven) equity shares to 17,06,587
(Seventeen Lakhs Six Thousand Five Hundred Eighty-Seven)
equity shares of the face value of ' 2/- each fully paid up.

Details of the ESAR granted under ESARP 2018 along
with the disclosures in compliance with the provisions of
Rule 12(9) of Companies (Share Capital and Debenture)
Rules, 2014 and SEBI (Share Based Employee Benefits)
Regulations, 2014, as amended thereto, are uploaded on
the website of the Company at https://vipindustries.co.in/

investor/regulation_30 and are furnished in Annexure C,
attached herewith and forms part of this report.

ANNUAL RETURN

In terms of Section 134(3)(a), and Section 92(3) of the Act,
read with Rule 12 of the Companies (Management and
Administration) Rules, 2014, a copy of Annual Return of
the Company for the Financial Year ended March 31, 2026
is available on the website of the Company at https://
vipindustries.co.in/investor/annual-return

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards,
i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of
Directors' and ‘General Meetings' respectively have been
duly followed by the Company.

PARTICULARS OF LOANS, GUARANTEES, OR
INVESTMENTS MADE UNDER SECTION 186 OF
THE ACT

Details of guarantees given by the Company under Section
186 of the Act, are set out in Note 50 to the Standalone
Financial Statement of the Company. Details of investments
made under the provisions of Section 186 of the Act as
of March 31, 2026, are set out in Note 7 and 8A to the
Standalone Financial Statement of the Company.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

The Company has in place a robust process for approval of
related party transactions and dealing with related parties.
All related party transactions are placed before the Audit
Committee for its review and approval. Omnibus approval
is obtained from the Audit Committee for the related
party transactions which are repetitive in nature. The Audit
Committee also, grant prior approval for the unforeseen
related party transactions of value not exceeding rupees
one crore per transaction in accordance with the Company's
Policy on Related Party Transaction. All approved related
party transactions are periodically reviewed by the
Audit Committee.

During the Financial year 2025-26, all the transactions
were at arm's length basis and in the ordinary course of
business except those mentioned in Form No. AOC-2 and
in accordance with the provisions of the Act and the rules
made thereunder, the SEBI Listing Regulations and your
Company's Policy on Related Party Transactions.

During the year under review, none of the contracts,
arrangements and transactions with related parties,
required approval of the Board except those mentioned in
Form No. AOC-2 and Shareholders under Section 188(1) of
the Act and Regulation 23(4) of the SEBI Listing Regulations.
The information on transactions with related parties
pursuant to Section 134(3) (h) of the Act read with Rule 8(2)
of the Companies (Accounts) Rules, 2014 for the Financial
Year 2025-26 in Form No. AOC-2 is furnished as Annexure D.
The details of the transactions with related parties during

Finanacial Year 2025-26 are provided in the accompanying
financial statements.

The Company did not enter into any related party
transactions during the year under review, which could be
prejudicial to the interest of minority shareholders.

The Company has established a Policy for determining
related party transactions. Related Party Transaction Policy
of the Company has been displayed on the Company's
website at the link https://www.vipindustries.co.in/investor/
disclosure-46-lodr.

REPORT ON CORPORATE GOVERNANCE AND
BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT (BRSR)

The report on Corporate Governance as stipulated under
the SEBI Listing Regulations, forms an integral part of
this Report. The requisite certificate from the Practicing
Company Secretary confirming compliance with the
conditions of Corporate Governance is attached to the
report on Corporate Governance.

BRSR as stipulated in the Regulation 34(2)(f) of SEBI Listing
Regulations forms an integral part of this Annual Report.

COST RECORDS

The Company is not required to maintain cost records under
Section 148(1) of the Act.

MATERIAL CHANGES AND COMMITMENTS, IF
ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY

There are no adverse material changes or commitments
that occurred since the closure of the financial year
ended March 31, 2026 up to the date of this Report, which
may affect the financial position of the Company or may
require disclosure.

VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Act and the SEBI
Listing Regulations is implemented through the Company's
Whistle Blower Policy, to facilitate reporting of the genuine
concerns about unethical or improper activity, without fear
of retaliation.

The Company's vigil mechanism allows the Directors
and employees to report their concerns about unethical
behaviour, actual or suspected frauds or violation of the
code of conduct/business ethics as well as to report any
instance of leak of Unpublished Price Sensitive Information.
The vigil mechanism provides for adequate safeguards
against victimization of the Director(s) and employee(s)
who avail of this mechanism.

No person has been denied access to the Chairman of the
Audit Committee. The Whistle Blower Policy of the Company
can be accessed on the Company's website at https://www.
vipindustries.co.in/investor/disclosure-46-lodr

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

The particulars relating to the conservation of energy,
technology absorption, foreign exchange earnings, and
outgo, as required to be disclosed under Section 134(3)(m)
of the Act, read with Rule 8 of the Companies (Accounts)
Rules, 2014 are annexed herewith as Annexure E to
this report.

NAME OF THE COMPANIES THAT HAVE BECOME /
CEASED TO BE SUBSIDIARIES, JOINT VENTURES,
OR ASSOCIATE COMPANIES DURING THE YEAR

Blow Plast Retail Limited, VIP Industries Bangladesh Private
Limited, VIP Industries BD Manufacturing Private Limited, VIP
Luggage BD Private Limited, and VIP Accessories BD Private
Limited continued to be the wholly owned subsidiaries
of the Company. All the subsidiaries of the Company are
unlisted. As of March 31, 2026, VIP BD Manufacturing Private
Limited and VIP Luggage BD Private Limited are classified as
material subsidiary under SEBI Listing Regulations.

Accordingly, as of March 31, 2026, the Company has 1 Indian
and 4 overseas wholly owned Subsidiaries.

During the year under review, no companies have become
/ ceased to be joint ventures or associate companies of
the Company.

A statement containing the salient features of financial
statements of subsidiaries as per 129(3) of the Act read
with Rule 5 of Companies (Accounts) Rules, 2014 in Form
No. AOC-1 is annexed herewith as Annexure F and forms
part of this Report. Copies of the financial statements of
the subsidiary companies is available on the website of the
Company in the investor section and can be accessed by
using the link- https://vipindustries.co.in/investor/financial_
information_of_subsidiaries

The Policy for determining “Material” subsidiaries has
been displayed on the Company's website - https://www.
vipindustries.co.in/investor/disclosure-46-lodr

PUBLIC DEPOSITS

There were no outstanding deposits within the meaning
of Section 73 and 74 of the Act read with Rules made
thereunder at the end of March 31, 2026 or the previous
financial years. Your Company did not accept any deposit
during the year under review.

SIGNIFICANT AND MATERIAL ORDERS

During the Financial Year 2025-26, there were no significant
and material orders passed by the Regulators / Courts that
would impact the going concern status of the Company and
its future operations.

As disclosed in the previous Annual Reports, the Company
has been involved in trademark litigation relating to the
“CARLTON” brand. The matter pertains to cross-suits/

proceedings initiated before the Hon'ble Delhi High Court
in relation to the use of the trademark “CARLTON” in Class
18 products. The Company continues to actively pursue the
matter to protect its rights through the legal process.

During the year, the Division Bench of the Hon'ble Delhi
High Court, by its order dated July 1, 2025, dismissed the
Company's appeal against the interim order passed by
the Single Judge and restrained the Company's use of the
trademark "CARLTON" in relation to Class 18 products.

Aggrieved by the said order, the Company filed a Special
Leave Petition before the Hon'ble Supreme Court of India.
Pursuant to its order dated August 1, 2025 disposing off the
petition, the Hon'ble Supreme Court permitted the Company
to deal with its existing inventory bearing the "CARLTON"
trademark, subject to the terms specified therein, and
directed the expeditious disposal of the pending civil suits
before the Hon'ble Delhi High Court. The period granted
to deal with the existing inventory bearing the “CARLTON”
trademark had thereafter been extended till 31 May 2026.

The underlying civil suits are presently pending before the
Hon'ble Delhi High Court.

PREVENTION OF SEXUAL HARASSMENT IN
WORKPLACE

The Company is committed to provide a safe and
conducive work environment for all its Employees. As per
the requirement of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition & Redressal) Act, 2013
(‘the Act') and Rules made thereunder, the Company has
laid down a Policy on Prevention of Sexual Harassment
at Workplace (POSH) and has complied with provisions
relating to the constitution of the Internal Complaints
Committee. While maintaining the highest governance
norms, the Company has also appointed external
independent persons, who have done work in this area
and have requisite experience in handling such matters.
The employees are required to undergo a mandatory
training/certification on POSH to sensitise themselves and
strengthen their awareness.

Number of complaints received and resolved in relation to
Sexual Harassment of Women at Workplace (Prevention,
Protection, and Redressal) Act, 2013 during the year ended
March 31, 2026, under review and their breakup is as under:

COMPLIANCE WITH MATERNITY BENEFIT ACT
1961

The Company is in compliance with the provisions relating
to the Maternity Benefit Act 1961.

PARTICULARS OF EMPLOYEES

The information required under the provisions of Section
197(12) of the Act read with Rule 5 (1) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, as amended from time to time, relating to
percentage increase in remuneration, ratio of remuneration
of each Director and Key Managerial Personnel (KMP) to
the median of employees' remuneration are provided in
Annexure G and forms an integral part of this report.

The information pertaining to employee remuneration as
required pursuant to Rule 5(2) & 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is provided in a separate annexure forming part
of this report. In terms of first proviso to Section 136 of the
Act, the Report and accounts are being sent to the Members
and other entitled thereto, excluding the said annexure
pertaining to employee remuneration, which is available
for inspection by the Members at the Registered Office of
the Company during business hours on working days of
the Company. Any Member interested in obtaining a copy
thereof may write to the Chief Financial Officer / Company
Secretary in this regard.

PROCEEDINGS UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

During the year, there was no case and/or application and/
or proceedings filed by and/or against the Company under
the Insolvency and Bankruptcy Code, 2016.

REPORTING OF FRAUDS BY AUDITORS

During the Financial Year under review, neither the statutory
auditors nor the secretarial auditors have reported any
instances of fraud committed against the Company by its
officers or Employees, to the Audit Committee or the Board
under section 143(12) of the Act.

DISCLOSURE OF REASON FOR DIFFERENCE
BETWEEN VALUATION DONE AT THE TIME OF
TAKING LOAN FROM BANK AND AT THE TIME OF
ONE-TIME SETTLEMENT

There was no instance of a one-time settlement with
any Bank or Financial Institution during the year under
the review.

CREDIT RATING

The details of the credit rating obtained by the Company
with respect to its long-term and short-term borrowings
have been provided separately in the Corporate Governance
Report, which forms part of this report.

CYBER SECURITY

In view of increased cyberattack scenarios, the cyber
security maturity is reviewed periodically and the processes,

technology controls are being enhanced in-line with the
threat scenarios. Your Company's technology environment
is enabled with real time security monitoring with requisite
controls at various layers starting from end user machines
to network, application and the data. During the year under
review, your Company did not face any incidents or breaches
or loss of data breach in Cyber Security.

INDUSTRIAL RELATIONS

Industrial relations across the Company's operations
remained harmonious and cordial throughout the year
under review.

CHANGES IN THE NATURE OF BUSINESS

During the year under report, there was no change in the
general nature of business of the Company.

MSME COMPLIANCE

Pursuant to the Ministry of Micro, Small and Medium
Enterprises (MSME) Notification No. S.O. 4845(E) dated
7 November 2024, all companies registered under the
Companies Act, 2013 having a turnover exceeding '250
crore are required to onboard themselves on the Trade
Receivables Discounting System (TReDS) platform,
established as per the notification of the Reserve Bank
of India. The Company has onboarded itself on the TReDS
platform through Receivables Exchange of India Limited
(RXIL) in compliance with the aforesaid notification.

Further, the Company complies with the requirements
relating to filing of the half-yearly return (Form MSME-I)
with the Ministry of Corporate Affairs, within the
prescribed timelines.

CAUTIONARY STATEMENT

The information and statements in the management's
discussion and analysis regarding the objectives,
expectations or anticipations may be forward- looking within
the meaning of applicable securities, laws and regulations.
Actual results might differ materially from those either
expressed or implied in the statement depending on
the circumstances.

ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude to
all employees for their unwavering dedication, resilience,
and collaborative spirit. With such a strong foundation
and shared vision, we are confident in our ability to drive
continued success in the years ahead.

The Board conveys its appreciation for its customers,
shareholders, suppliers as well as vendors, bankers,
business associates, regulatory, and government authorities
for their continued support.

For and on behalf of the Board of Directors

Renuka Ramnath

Place: Mumbai Chairperson

Dated: May 15, 2026 (DIN: 00147182)