l Provisions, contingent liabilities and contingent assets
Provisions: Provisions for Legal claims, Service Warranties, discounts and returns are recognised when the Company has a present Legal or constructive obligation as a result of past events, it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not recognised for future operating losses.
If the effect of time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to passage of time is recognised as a finance cost.
Contingent liabilities: Contingent liabilities are disclosed when there is a possible obligation arising from past events, the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from past events where it is either not probable that an outflow of resources will be required to settle or a reliable estimate of the amount cannot be made.
Contingent assets: Contingent assets are disclosed when there is a possible asset that arises from past
events and where existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company.
m Dividends
Provision is made for the amount of any dividend declared, being appropriately authorised and no longer at the discretion of the entity, on or before the end of the reporting period but not distributed at the end of the reporting period.
n Earnings per share
i) Basic earnings per share
Basic earnings per share is calculated by dividing the net profit for the period attributable to the equity shareholders of the Company, by the weighted average number of equity shares outstanding during the financial year, adjusted for bonus elements in equity shares issued during the year and excluding treasury shares, if any.
ii) Diluted earnings per share
Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account:
• the after income tax effect of interest and other financing costs associated with dilutive potential equity shares, and
• the weighted average number of additional equity shares that would have been outstanding assuming the conversion of all dilutive potential equity shares.
o Exceptional items
An item of income or expenses, pertaining to the ordinary activities of the Company, is classified as an exceptional item, when the size, type or incidence of the item merits seperate disclosure in order to provide better understanding of the performance of the Company. Accordingly the same is disclosed in the notes accompanying the financial statements.
2 B OTHER ACCOUNTING POLICIES a Revenue recognition - Export Benefits
In case of export sales made by the Company, export benefits arising from Duty Drawback scheme and Remission of Duties or Taxes on Export Products Scheme are recognised along with underlying revenue.
b Income Recognition
i) Interest income
Interest income from debt instruments is recognised using the effective interest rate method. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of a financial asset. When calculating the effective interest rate, the Company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar options) but does not consider the expected credit losses.
ii) Dividend income
Dividends are recognised in the statement of profit and loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the Company, and the amount of the dividend can be measured reliably.
c Leases - As a lessor
Lease income from operating leases where the Company is lessor is recognised as income on a straight line basis over the lease term unless the receipts are structured to increase in line with expected general inflation to compensate for the expected inflationary cost increases.
d Segment reporting
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker of the Company assesses the financial performance and position of the Company and makes strategic decisions. The chief operating decision maker is the Managing director of the Company. Refer note 38 for Segment information presented.
e Investment Properties
Property that is held for long-term rental yields or for capital appreciation or both, and that is not occupied by the Company, is classified as Investment property. Investment property is measured initially at its cost, including related transaction costs and where applicable borrowing costs. Subsequent expenditure are capitalised to the asset's carrying amount only when it is probable that future economic benefits associated with the expenditure will flow to the
Company and the cost of the item can be measured reliably. AH other repairs and maintenance costs are expensed when incurred. When part of an investment property is replaced, the carrying amount of the replaced part is derecognised. Investment properties (except freehold land) are depreciated using the straight-line method over their estimated useful lives.
f Intangible assets
a) Patents and trademark
Separately acquired patents and copyrights are shown at historical cost. They have a finite useful life and are subsequently carried at cost less accumulated amortisation and impairment losses.
b) Computer software
Costs associated with maintaining software programmes are recognised as an expense as incurred. Development costs that are directly attributable to the design and testing of identifiable and unique software products controlled by the Company are recognised as intangible assets when the following criteria are met:
• It is technically feasible to complete the software so that it will be available for use
• Management intends to complete the software and use or sell it
• there is an ability to use or sell the software
• It can be demonstrated how the software will generate probable future economic benefits
• Adequate technical, financial and other resources to complete the development and to use or sell the software are available, and
• The expenditure attributable to the software during its development can be reliably measured.
Capitalised development costs are recorded as intangible assets and amortised from the point at which the asset is available for use.
g Contributed Equity
Equity shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are shown in equity as a deduction, net of tax, from the proceeds.
h Derivatives and hedging activities
Derivatives are only used for economic hedging purposes and not as a speculative investments. They are presented as current assets or liabilities to the extent they are expected to be settled within 12 months after the end of the reporting period.
Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to their fair value at the end of each reporting period. The Company enters into derivative contracts to hedge risks which are not designated as hedges. Such contracts are accounted for at fair value through profit or loss.
i Rounding of amounts
All amounts disclosed in the financial statements and notes have been rounded off to the nearest Rupees in Crores (upto two decimals), unless otherwise stated as per the requirement of Schedule III of the Companies Act 2013.
3 CRITICAL ESTIMATES AND JUDGMENTS
In the application of the Company's accounting policies, which are described in note 2, the management is required to make judgement, estimates, and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other process. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future period if the revision affects both current and future period.
The following are the critical estimates and judgements, that have the significant effect on the amounts recognised in the standalone financial statements.
i) Estimation of Provisions and Contingent Liabilities
The Company exercises judgment in measuring and recognising provisions and the exposures to contingent liabilities which are related to pending litigation or other outstanding claims. Judgement is necessary in assessing the likelihood that a pending claim will succeed, or a liability will arise, and to quantify the possible range of the financial settlement. Because of the inherent uncertainty in this evaluation process, actual liability may be different from the originally estimated as provision. Although there can be no assurance of the final outcome of the legal proceedings in which the Company is involved, it is not expected that such contingencies will have a material effect on its financial position or profitability. (Refer note 39)
ii) Estimation of rebates, discounts and sales returns
The Company's revenue recognition policy requires estimation of rebates, discounts and sales returns. The Company has a varied number of rebates/discount schemes offered which are primarily driven by the terms and conditions for each scheme including the working methodology to be followed and the eligibility criteria for each of the scheme. The estimates for rebates/discounts need to be based on evaluation of eligibility criteria and the past trend analysis. The Company estimates expected sales returns based on a detailed historical study of past trends. [Refer Note 2A(c) and 24]
iii) Estimation of useful life of Property, Plant and Equipment, Intangible assets, Investment properties
Property, Plant and Equipment, Intangible assets, Investment properties represent a significant proportion of the asset base of the Company. The charge in respect of periodic depreciation is derived after determining an estimate of an asset's expected useful life and the expected residual value at the end of its life. The useful lives and residual values of Company's assets are determined by management at the time the asset is acquired and reviewed periodically, including at each financial year end. The useful lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology. (Refer note 4, 5 and 6)
iv) Estimation of provision for inventory
The Company writes down inventories to net realisable value based on an estimate of the realisability of inventories. Write downs on inventories are recorded where events or changes in circumstances indicate that the balances may not realised. The identification of write-downs requires the use of estimates of net selling prices of the down-graded inventories. Where the expectation is different from the original estimate, such difference will impact the carrying value of inventories and write-downs of inventories in the periods in which such estimate has been changed.
v) Estimation of defined benefit obligation
The Company provides defined benefit employee retirement plans. The present value of the defined benefit obligations depends on a number of factors that are determined on an actuarial basis using a number of assumptions. The assumptions used in determining the net cost (income) for post employments plans include the discount rate, salary escalation rate, attrition rate and mortality rate. Any changes in these assumptions will impact the carrying amount of such obligations.
The Company determines the appropriate discount rate, salary escalation rate and attrition rate at the end of each year. In determining the appropriate discount rate, the Company considers the interest rates of government bonds of maturity approximating the terms of the related plan liability and attrition rate and salary escalation rate is determined based on the Company's past trends adjusted for expected changes in rate in the future. (Refer note 27)
vi) Estimated fair value of Financial Instruments
When the fair value of financial assets and financial liabilities recorded in the balance sheet cannot be measured based on quoted prices in active markets, their fair value is measured using valuation techniques including Discounted Cash Flow Model. The inputs to these models are taken from observable markets where possible, but where this is not feasible, a degree of judgement is required in establishing fair values. Judgements include considerations of inputs such as liquidity risks, credit risks and volatility. Changes in assumptions about these factors could affect the reported fair value of financial instruments.
vii) Estimation of provision for warranty claims
The Company offers warranties for its products. Management estimates the related provision for future warranty claims based on historical warranty claim information, as well as recent trends that might suggest that past cost information may differ from
future claims. The assumptions made in relation to the current period are consistent with those in the prior year (Refer note 35).
viii) Impairment of trade receivable
The impairment provisions for trade receivable are based on expected credit loss method. The Company uses judgement in making the assumptions in calculating the default rate required for identifying the provision as per the expected credit loss method at the end of each reporting period. (Refer note 14)
ix) Leases
The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease requires significant judgment. The Company uses significant judgement in assessing the lease term (including anticipated renewals) and the applicable discount rate. The Company determines the lease term as the non-cancellable period of a lease, together with periods covered by an option to extend the lease if the Company is reasonably certain to exercise that option. The lease term is determined without considering an option to terminate the lease, if the Company is reasonably certain not to exercise that option. In assessing whether the Company is reasonably certain to exercise an option to extend a lease, or not to exercise an option to terminate a lease, it considers all relevant facts and circumstances that create an economic incentive for the Company to exercise the option to extend the lease, or not to exercise the option to terminate the lease. The discount rate is generally based on the incremental
borrowing rate specific to the lease being evaluated or for a portfolio of leases with similar characteristics.
Critical estimates and judgments
x) Shared Based compensation benefits
The company provides share based compensation benefits to its employees as per the Employee Stock Appreciation Rights Plan. Liabilities for the Company's share appreciation rights are recognised at the fair value of options using the Black-Scholes options pricing model which is widely used globally for valuing employee stock options. The Black-Scholes model requires consideration of certain variables like volatility, risk free rate, expected dividend yeild, expected option life, market price and excercise price.
xi) Deferred tax recognition
Deferred tax assets (DTA) is recognized only when and to the extent there is a reasonable probability or estimate that the Company will have sufficient taxable profits in the future against which such assets/losses can be utilized. Management judgment is required to determine the amount of deferred tax assets that can be recognized, based upon the likely timing and the level of future taxable profits.
xii) Investments in Subsidiaries
Investments in subsidiaries, lncluding equity Investment and other Investments, are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the carrying amount of investments exceeds its recoverable amount.
Notes :
i) Contractual obligations :
Refer note 47 for disclosure of contractual commitments for the acquisition of property, plant and equipment.
ii) For details pertaining to title deeds of immovable properties not held in the name of Company, please refer note 49.
iii) Capital work-in-progress :
Capital work-in-progress mainly comprises of moulds and other routine infrastructure enhancements. Please refer the capital work-in-progress ageing schedule below:
iv) Refer note 12 C for 'Assets classified as held for sale' disclosed above.
v) This refers to Assets transferred to 'Investment properties' during the year. (Refer note 5)
Estimation of fair value
The Company obtains independent valuations for its investment properties at Least annually based on current prices in an active market for properties of similar nature or recent prices of similar properties. The fair value of investment properties is based on valuation by an independent registered valuer as defined under Rule 2 of the Companies (Registered Valuers and Valuations) Rules, 2017. The main inputs used are the rental growth rates and market rates bases on comparable transactions.
(b) Rights, preferences and restrictions attached to shares
The Company has one class of equity shares having a par value of ' 2 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of Liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
(c) Shares reserved for issue under options
Information relating to VIP Employees Stock Appreciation Rights Plan, including details of rights granted, exercised, forfeited and expired during the financial year and rights outstanding at the end of the reporting period, is set out in note 45.
1) The Charge on the current assets of the Company has been created for above mentioned secured working capital Loans and undrawn borrowing facilities at the end of the reporting period. The working capital facilities are having maturity of less than 180 days from disbursement. The interest rate for working capital loans is in the range of 7.75% to 8.50% per annum.
2) The Liabilities under supplier finance arrangement amount disclosed above represents the extended Interest bearing credit (Bill discounting) facility availed by the Company beyond the due date as per credit terms. Under this arrangement the supplier is eligible to receive payment from the bank on due date as per credit terms. The Interest for the extended credit period has been presented under Finance Cost. The Interest rate for the above facility ranges between 7.0%-8.5% per annum and is having maturity of less than 180 days.
Supplier finance arrangements :
• The Company decides which invoices will be financed.
• The financier pays the MSME supplier on the 45th day from the date of acceptance.
• The Company pays the financier on the 180th day from the date of acceptance.
• The financing terms are negotiated by the Company, and it bears interest in the range of 7.0%-8.5% on the credit availed beyond 45 days.
v) The total cash outflows for Leases for the year ' 88.97 Crores (March 31, 2025: ' 82.43 Crores)
vi) Variable lease payments
Some property Leases contain variable payment terms that are Linked to sales generated from a store. For individual store, lease payments are on the basis of variable payment terms with percentages on sales. Variable lease payments that depend on sales are recognised in profit and loss in the period in which the condition that triggers those payments occurs.
vii) Extension and termination options
Extension and termination options are included in a number of Leases across the Company. These are used to maximise operational flexibility in terms of managing the assets used in the Company's operations.In case of termination, the difference between the right of use assets and related lease liability is charged to profit and loss account.
37 MANAGERIAL REMUNERATION
Pursuant to the provisions of section 197, 198 and other applicable provisions of the Companies Act, 2013 (the 'Act') read with Schedule V of the said Act,as amended, the Company at the ensuing annual general meeting will be seeking the approval from the shareholders of the Company for the waiver of recovery of excess managerial remuneration paid '5.32 Crores for the period from April 01, 2025 to March 31, 2026, through a special resolution.The shareholders have already approved the excess managerial remuneration of ' 1.03 Crores proposed to be paid for the newly appointed Director vide postal ballot ending on December 18, 2025. Accordingly, the total excess managerial remuneration paid during the year was ' 6.35 Crores.
38 SEGMENT REPORTING
In accordance with Accounting Standard Ind AS- 108 “Segmental Reporting”, the Company has determined its business segment as manufacturing and marketing of luggage, bags and accessories. Since more than 99% of business is from manufacturing and marketing of luggage, bags and accessories, there are no other primary reportable segments. Thus, the segment revenue, total carrying amount of segment assets, total carrying amount of segment liabilities, total cost incurred to acquire segment assets, total amount of charge of depreciation and amortisation, other material items of Income and expenses during the year are all as is reflected in the financial statements as at and for the year ended March 31, 2026.
(i) Fair value hierarchy
This section explains the judgements and estimates made in determining the fair values of the financial instruments that are a) recognised and measured at fair value and b) measured at amortised cost and for which fair values are disclosed in the financial statements. To provide an indication about the reliability of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table.
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes Listed equity instruments that have quoted price. The fair value of alt equity instruments which are traded in the stock exchanges is valued using the closing price as at the reporting period. The mutual funds are valued using the closing NAV.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise the use of observable market data and rely as little as possible on entity-specific estimates.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities and unlisted preference shares are included in level 3.
There are no transfers between levels 1, 2 and 3 during the year.
(ii) Valuation technique used to determine fair value
Specific valuation techniques used to value financial instruments include:
• Investments in quoted equity instruments are valued using the closing price at Bombay Stock Exchange (BSE) at the reporting period.
• the use of Net Assets Value ('NAV') for valuation of mutual fund investment. NAV represents the price at which the issuer will issue further units and will redeem such units of mutual fund to and from the investors.
• the fair value of the preference shares is determined based on present values and the discount rates used were adjusted for counterparty risk and country risk.
42A FINANCIAL RISK MANAGEMENT
The Company's activities expose it to market risk, liquidity risk, credit risk and interest risk.
This note explains the sources of risk which the entity is exposed to and how the entity manages the risk.
The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organisation structure with defined roles and responsibilities for risk management.
The Company's risk management is carried out by a central treasury department under the guidance from the board of directors. Company's treasury identifies and evaluates financial risks in close co-ordination with the Company's operating units. The board provides written principles for overall risk management, as well as policies covering specific areas, such as foreign exchange risk, interest rate risk, credit risk, use of derivative financial instruments and non¬ derivative financial instruments, and investment of excess liquidity. There is no change in objectives and process for managing the risk and methods used to measure the risk as compared to previous year.
1) Credit risk :
Credit risk is the risk that the counterparty will not meet its obligation under a financial instrument or customer contract, leading to financial loss. The Credit risk mainly arises from receivables from customers, investments securities, cash and cash equivalents, and deposits with banks and financial institutions.
a) Trade receivables
Trade receivables are typically unsecured and are derived from revenue earned from customers. Credit risk has been managed by the company through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the company grants credit terms in the normal course of business. On account of adoption of Ind AS 109, the Company uses expected credit loss model to assess the impairment loss or gain.
The maximum exposure to the credit risk at the reporting date is primarily from trade receivables amounting to '265.68 Crores as at March 31, 2026 (March 31, 2025 : ' 368.18 Crores). Trade receivables are typically unsecured and are derived from revenue earned from customers located in India as well as outside India.The Company establishes an allowance for doubtful debts and impairment that represents its estimate of incurred losses in respect of trade receivables.
The Company's exposure to credit risk is influenced mainly by the individual characteristics of each customer. The demographics of the customer, including the default risk of the industry, the country and the state in which the customer operates, also has an influence on credit risk assessment.
Credit risk is managed through credit approvals, establishing credit limits and continuously monitoring the creditworthiness of customers to which the Company grants credit terms in the normal course of business.
b) Cash and cash equivalents:
As at the year end, the Company held cash and cash equivalents of ' 23.82 crores (March 31, 2025: '27.62 crores). The cash and cash equivalents are held with bank and financial institution counterparties with good credit rating. 12-months expected credit losses is used as basis for recognition of loss provision.
c) Other Bank Balances:
Other bank balances are held with bank and financial institution counterparties with good credit rating. 12-months expected credit losses is used as basis for recognition of loss provision.
d) Investment in mutual funds:
The Company limits its exposure to credit risk by generally investing in liquid securities and only with counterparties that have a good credit rating. The Company does not expect any losses from non-performance by these counter¬ parties. 12-months expected credit losses is used as basis for recognition of loss provision.
e) Other financial assets:
Other financial assets are neither past due nor impaired. 12-months expected credit losses is used as basis for recognition of loss provision.
f) Investments in debt instruments:
Investments in debt instruments are neither past due nor impaired. Majority of the debt instruments are held within the group i.e. in subsidiaries of the Company.
2) Liquidity risk :
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become due. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining availability under committed credit lines including Bill discounting faclilities. To mitigate the risk of Bill discounting arrangement being unavailable or inadequate, the company treasury has arranged for other credit facilities adequately. Management monitors rolling forecasts of the Company's liquidity position (comprising the undrawn borrowing facilities below) and cash and cash equivalents on the basis of expected cash flows.
(ii) Maturity pattern of financial liabilities
The amounts of trade payables and Payables related to capital goods disclosed in the table are undiscounted contractual cash flows, where as other financial liabilities and Lease liabilities are at discounted cash flows.
3) Market risk :
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of risks namely interest rate risk, currency risk and other price risk, such as commodity risk.
A) Market Risk- Foreign currency risk
The Company operates internationally and portion of the business is transacted in several currencies and consequently the Company is exposed to foreign exchange risk through its sales in overseas and purchases from overseas suppliers in various foreign currencies. Foreign currency exchange rate exposure is partly balanced by purchasing of goods, commodities and services in the respective currencies. The Company closely monitors the movement in foreign currency exchange rates to strategise the timing operations and effectively optimise the overall exposure.
Unhedged foreign currency exposure
(a) Particulars of unhedged foreign currency exposures as at the reporting date
The Company's exposure to foreign currency risk at the end of the reporting period expressed in equivalent in INR Rupees is as follows:
B) Market Risk- Other price risk
(a) Exposure
The Company is mainly exposed to the price risk due to its investment in equity instruments and investment in mutual funds held by the Company and classified in the balance sheet either as fair value through OCI or at fair value through profit or loss. The price risk arises due to uncertainties about the future market values of these investments. To manage its price risk arising from investments in equity securities, the Company diversifies its portfolio The majority of the Company's equity investments are publicly traded.
(b) Sensitivity
The table below summarizes the impact of increases/decreases of the BSE index on the Company's equity and Gain/Loss for the period. The analysis is based on the assumption that the index has increased by 5 % or decreased by 5 % with all other variables held constant, and that all the Company's equity instruments moved in line with the index.
C) Market Risk- Interest rate risk
The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's debt obligations with floating interest rates. The Company manages its interest rate risk by monitoring the movements in the market interest rates closely.
42B CAPITAL MANAGEMENT (a) Risk management
The Company's objectives when managing capital are to safeguard the Company's ability to continue as a going concern in order to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
B) Defined benefit plan a) Gratuity:
The Company provides for gratuity for employees as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years or more are eligible for gratuity. The amount of gratuity payable on retirement/ termination is the employees last drawn basic salary per month computed proportionately for fifteen days salary multiplied by the number of years of service. The gratuity plan is a funded plan and the Company makes contributions to the "VIP Industries Limited Employees Gratuity Fund Trust". The Company does not fully fund the liability and maintains a target level of funding to be maintained over a period of time based on estimations of expected gratuity payments.
b) Provident Fund
Provident fund for eligible employees is managed by the Company through the "VIP Industries Limited Employees Provident Fund Trust", in line with the Provident fund and Miscellaneous Provisions Act 1952. The plan guarantees interest at the rate notified by the Provident Fund Authorities. The contribution by the employer and employee together with the interest accumulated thereon are payable to employees at the time of their separation from the Company or retirement whichever is earlier. The benefits vest immediately on rendering the services by the employee. The Company does not currently have any unfunded plans.
I n terms of the guidance note issued by the Institute of Actuaries of India for measurement of provident fund liabilities, the actuary has provided a valuation of provident fund liability and based on the assumptions provided below, there is no shortfall as at March 31, 2026. The Company has contributed '4.09 Crores (March 31,2025: '4.67 Crores) towards VIP Industries Limited Employees Provident Fund Trust during the year ended March 31, 2026.
Further, the Key Management personnel compensation above includes (wherever applicable) the share based payment expense which is accounted during the year, at fair value at the time of grant of the Share appreciation rights, as prescribed under the Ind AS 102 on Share Based Payment and variable pay on payment basis.
Key Management personnel compensation above includes a reversal of ' 1.43 Crores towards unvested Share appreciation rights reversed during the year on account of cessation of employment of a Key Management personnel.
The perquisite value calculated under the Income Tax Act 1961, on the grant of fully paid up equity shares of the company during the year, in accordance with the terms and conditions of the VIP Employees Stock Appreciation Rights plan 2018, is as follows-
g) Terms and conditions
ALL transactions were made on normal commercial terms and conditions and at market rates.
ALL outstanding balances are unsecured and are payable in cash.
45 EMPLOYEE STOCK APPRECIATION RIGHTS
The Nomination and Remuneration Committee of the Board of Directors of the Company at its various meetings held during the year, approved to grant new stock appreciation rights to eligible employees of the Company, in accordance with the terms and conditions of the VIP Employees Stock Appreciation Rights plan 2018 named 'ESARP 2018' as approved by the sharehoLders of the Company on JuLy 17, 2018. AccordingLy, during the year the Company has granted 720,000 (March 31, 2025 : 277,500) stock appreciation rights to eligible employees resulting in a net expense of ' 2.23 Crores (March 31, 2025 : ' 2.48 Crores) during the year ended March 31, 2026. During the year ended March 31, 2026, the eligible employees of the Company exercised 178,900 (March 31, 2025 : 192,350) stock appreciation rights, in accordance with the terms and conditions of the VIP Employees Stock Appreciation Rights plan 2018. Consequently the Company has issued 32,142 (March 31, 2025 : 67,822) fully paid up equity shares of ' 2 each of the company during the year ended March 31, 2026, to the eLigibLe empLoyees, as approved by the ALLotment Committee of the Board of Directors of the Company. Accordingly the company has transferred ' 4.75 Crores (March 31, 2025 : ' 5.05 Crores) to the Securities Premium during the year ended March 31, 2026.
The fair value of the ESAR's (Grant date May 13, 2025) was determined using the BLack SchoLes model using the foLLowing inputs at the grant date.
ii) Other commitments
For Lease commitments, refer note 36
48 EXCEPTIONAL ITEM
The Exceptional item of ' 63.03 Crores disclosed for the year ended March 31, 2026 relates to gain of ' 63.53 Crores towards sale of non-core assets of the Company and a net loss of '0.50 Crores towards full and final settlement against the insurance claim lodged by the Company, with reference to a loss of property, plant and equipment and inventories that were destroyed due to a fire at the Company's regional warehouse at Guwahati on May 17, 2025.
49 ADDITIONAL REGULATORY INFORMATION
(i) Title deeds of Immovable Property not held in name of the Company
The title deeds of all the immovable properties (other than properties where the company is the lessee and the lease agreements are duly executed in favour of the lessee) are held in the name of the company. (Refer note 4, 5 and 12C).
(ii) Details of Benami property Held
No proceedings have been initiated on or are pending against the Company for holding benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and Rules made thereunder.
(iii) Borrowings secured against current assets
The Company has borrowings from banks and financial institutions on the basis of security of current assets. The quarterly returns or statements of current assets filed by the Company with banks and financial institutions are in agreement with the books of accounts other than those as set out below.
(iv) Wilful Defaulter
The Company has never been declared as wilful defaulter by any bank or financial institution or government or any government authority.
(v) Relationship with struck off companies
The Company has no transactions with the companies struck off under Companies Act, 2013 or Companies Act, 1956.
(vi) Compliance with number of layers of companies
The Company has complied with the number of Layers prescribed under the Companies Act, 2013.
(vii) Compliance with approved scheme(s) of arrangements
The Company has not entered into any scheme of arrangement which has an accounting impact on current or previous financial year.
(viii) Utilisation of borrowed funds and share premium
The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign entities (Intermediaries) with the understanding that the Intermediary shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.
The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) that the Company shall:
a. directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding Party (Ultimate Beneficiaries) or
b. provide any guarantee, security or the like on behalf of the ultimate beneficiaries.
(ix) Undisclosed income
There is no income surrendered or disclosed as income during the current or previous year in the tax assessments under the Income Tax Act, 1961, that has not been recorded in the books of account.
(x) Details of crypto currency or virtual currency
The Company has not traded or invested in crypto currency or virtual currency during the current or previous year.
(xi) Valuation of PP&E, intangible asset and investment property
The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or both during the current or previous year.
(xii) Registration of charges or satisfaction with Registrar of Companies
There are no charges or satisfaction which are yet to be registered with the Registrar of Companies beyond the statutory period.
(xiii) Utilisation of borrowings availed from banks and financial institutions
The borrowings obtained by the Company from banks and financial institutions have been applied for the purposes for which such loans were was taken.
51 As per the requirements of rule 3(1) of the Companies (Accounts) Rules 2014, the Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and that has operated throughout the year for all relevant transactions recorded in the software, except that the audit trail is not maintained in case of modification by certain users with specific access and the audit trail is not maintained for direct database changes. The Company did not notice any instance of audit trail feature being tampered with. The Company has established and maintained an adequate internal control framework and based on its assessment, believes that this was effective as of March 31, 2026. Further, the audit trail has been preserved by the Company as per the statutory requirements for record retention.
52 There was a proceeding of investigation/search initiated in respect of the Goods and Service Tax (GST) registration of the Company for Maharashtra state under section 67 of the Maharashtra Goods & Service Tax Act, 2017 and the Central Goods & Service Tax Act, 2017 during the year. The Company has paid a GST amounting to ' 14.11 Crores, comprising of tax of ' 8.63 Crores which is available as Input tax credit and Interest of ' 4.78 Crores which along with certain other ineligible tax credit totaling to ' 5.48 Crores has been expensed off. There is no material adverse impact on the financial position of the Company.
53 The Company was involved in an ongoing litigation regarding the use of a trademark. The Division Bench of Hon'ble Delhi High Court vide order dated July 1, 2025, has dismissed the appeal filed by the Company against the interim order granting injunction in favour of the Company dated July 17, 2023. The Company had filed a special leave petition before the Hon'ble Supreme Court of India against the order of the Division Bench of Hon'ble Delhi High Court. The Hon'ble Supreme Court of India vide its order dated August 01, 2025 disposed off the special leave petition allowing the Company six months to sell the existing stock subject to conditions mentioned therein. The Hon'ble Supreme Court of India vide its order dated January 23, 2026 has granted a further extension of four months to continue selling the Carlton luggage. The aforesaid matter remains sub-judice and based on legal opinion the management has assessed that the Company has strong merit in respect of the aforesaid matter.
54 Subsequent to the year end, the office of Company Secretary is vacant w.e.f May 04, 2026, and the Company is in the process of appointing Whole-time Company Secretary.
55 The standalone financial statements are approved for issue by the board of directors at their meeting conducted on May 15, 2026.
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