V I P Industries Ltd Directors Report

The Board of Directors are delighted to present the 58th Annual Report on the business and operations of VIP Industries Limited (the Company) along with the summary of consolidated and standalone financial statements for the year ended March 31, 2025.

In compliance with the applicable provisions of the Companies Act, 2013, (the Act), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), this Boards Report is prepared based on the standalone financial statements of the Company for the year under review and also presents the key highlights of performance of subsidiaries, companies and their contribution to the overall performance of the Company for the year under review.

OVERVIEW OF FINANCIAL PERFORMANCE

Key highlights of consolidated and standalone financial performance for the year ended March 31, 2025, are summarized as under:

( in Crores)

	Standalone		Consolidated
Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024	Year Ended 31.03.2025	Year Ended 31.03.2024
Revenue from Operations	2,169.66	2,215.50	2,178.43	2,244.96
Earnings before Depreciation, Interest and Tax	67.44	143.16	93.21	205.31
Finance cost	68.56	49.27	73.20	55.02
Depreciation and Amortisation expenses	106.11	83.49	119.06	99.49
Profit/ (Loss) before tax and Exceptional/Extraordinary Items	(107.23)	10.40	(99.05)	50.80
Exceptional Item- Income/ (Expense)	-	25.78	7.83	25.78
Profit Before Tax / Loss	(107.23)	36.18	(91.22)	76.58
Tax expenses	(25.83)	8.16	(22.43)	22.28
Profit / Loss for the year	(81.40)	28.02	(68.79)	54.30

Notes:

The above financial results have been prepared in accordance with Indian Accounting Standards ("Ind-AS") as specified under Section 133 of Companies Act, 2013 ("the Act") read with the Companies (Indian Accounting Standards) Rules, 2015.

FINANCIAL HIGHLIGHTS Standalone

During the Financial Year ended March 31, 2025, revenue from operations was Rs. 2,169.66 crores as against Rs. 2,215.50 crores during the previous year, registering a decline of 2.07%. Loss before exceptional items and tax was at Rs. 107.23 crores as against Profit before exceptional items and tax of Rs. 10.40 crores in the previous year. Loss after Tax for the year under review was at Rs. 81.40 crores as against Profit after Tax of Rs. 28.02 crores in the previous year.

Consolidated

During the Financial Year ended March 31, 2025, revenue from Operations was Rs. 2,178.43 crores as against Rs. 2,244.96 crores during the previous year, registering a decline of 2.96%. Loss before exceptional items and tax was at Rs. 99.05 crores as against Profit before exceptional items and tax Rs. 50.80 crores in the previous year. Loss after Tax for the year under review was at Rs. 68.79 crores against Profit after Tax of Rs. 54.30 crores in the previous year.

EXPORTS AND INTERNATIONAL OPERATIONS

Financial Year 2024-25 proved to be more challenging for the Company than expected due to the global headwinds and economic uncertainty affecting several of Companys international markets. Despite of the unfavourable business environment, the Company has made meaningful progress that positions it in more favourable place and resulting in the future growth in the business.

The Middle East has shown strong signs of recovery, with increased demand and renewed momentum across key sectors. The Company see this region as a key growth engine in the years ahead.

The Company was able to re-enter in Europe and reestablish its presence, although market traction has been slower than expected . The Company remains committed to building on this foundation with a long-term view.

While Europe and Southeast Asia continue to feel the effects of economic slowdown and currency volatility, the Company is seeing growing potential through its Original Equipment Manufacturer (OEM) partnerships. With the shifting global supply chains, especially amid U.S.-China trade stress, the Company is well placed to capture new opportunities.

Though last Financial Year was tough, the Company has moved forward with greater resilience, sharper focus, and optimism about the years ahead.

RESERVES & DIVIDEND

Transfer to Reserve

During the year under review, the Company has not transferred any amount to the General Reserves. As of March 31, 2025, the Reserves and Surplus (other equity) of the Company were at Rs. 521.27 crores including retained earnings of Rs. 235.17 crores.

Dividend

Your Directors do not recommend any dividend for the Financial Year 2024-25.

Dividend Distribution Policy

The Board has approved and adopted the Dividend Distribution Policy and the same has been displayed on the Companys website at the link - https://vipindustries.co.in/ investor/disclosure-46-lodr

Unclaimed dividends

Details of outstanding and unclaimed dividends previously declared and paid by the Company are given under the Corporate Governance Report annexed to this Annual Report for Financial Year 2024-25. There are no amounts due and outstanding to be credited to Investor Education and Protection Fund as on 31st March, 2025.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of the Company is comprised of eminent persons with proven competence and integrity. Besides the experience, strong financial acumen, strategic astuteness and leadership qualities, they also have a significant degree of commitment and devote adequate time to the meetings.

As on March 31, 2025, the Board consist of 9 Directors comprising of 5 Independent Directors, 1 Non-Executive, Non-Independent Directors and 3 Executive Directors, details of which have been provided in the Corporate Governance 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 Companys 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.

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

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Dilip Piramal, Nonexecutive Non-Independent Directors of your Company, is liable to retire by rotation at the ensuing Annual General Meeting (AGM), being eligible, has offered himself for reappointment at the ensuing AGM.

Further, in terms of the Listing Regulations, no listed Company shall appoint or continue the appointment of a Non-executive Director, who has attained the age of 75 years, unless a special resolution is passed to that effect. Mr. Dilip Piramal, has attained the age of 75 years, resolutions seeking his re-appointment and continuation as Non-executive Non-Independent Director forms the part of the Notice of ensuing AGM.

The disclosures required regarding the re-appointment of Mr. Dilip Piramal under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meeting 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/ Continuation/ Cessation of Directors during Financial Year 2024-25

1. Ms. Radhika Piramal (DIN 02105221) was re-appointed as the Executive Vice Chairperson of the Company for 5 (Five) years w.e.f. April 7, 2024, Mr. Tushar Jani (DIN 00192621) and Mr. Ramesh Damani (DIN 00304347) were re-appointed as an Non-Executive Independent Director of the Company for a second term of 5 (Five) consecutive years w.e.f. May 7, 2024. The Members of the Company had approved the said appointments by passing a special resolution by way of Postal Ballot on May 5, 2024.

2. Ms. Payal Kothari (DIN: 09148432) was appointed as Non-Executive Independent Director of the Company for a period of 5 (five) years w.e.f. August 30, 2024. The Members of the Company had approved the said appointment by passing a special resolution by way of Postal Ballot on October 29, 2024.

3. Continuation of Mr. Dilip Piramal (DIN: 00032012) as Non-Executive, Non-Independent Director - Chairman of the Company, on attaining the age of 75 years on November 2, 2024 was approved by the Members through special resolution passed on October 29, 2024 via postal ballot.

4. In terms of Section 149(11) of the Act, 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. He joined the Board of Directors of the Company in the year 2015. He was the Chairman of Stakeholders Relationship Committee and Member of Audit Committee and Nomination and Remuneration Committee of the Company.

5. Ms. Nisaba Godrej (DIN: 00591503), resigned from the post of Non-Executive Independent Director of the Company w.e.f. the close of the business hours on June 03, 2024.

The Board places on record its appreciation for the valuable contributions made by them during their tenure with the Company.

Key Managerial Personnel

As on March 31, 2025, the following are the Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

a) Ms. Neetu Kashiramka - Managing Director

b) Mr. Manish Desai - Chief Financial Officer

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

Mr. Ashitosh Sheth was appointed as Company Secretary and Key Managerial Personnel of the Company w.e.f. August 7, 2024.

DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors of the Company have submitted declarations that each of them meets 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 to 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. Further, in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, Independent Directors of the Company have included their names in the data bank of Independent Directors and complied with the requirements of passing proficiency test, as applicable.

M/s Ragini Chokshi & Co., Company Secretaries in Practice, has issued a certificate as required under the SEBI Listing Regulations, confirming that none of the directors on the Board of the Company has been debarred or disqualified from being appointed or continuing as director of companies by the SEBI, Ministry of Corporate Affairs or any such statutory authority.

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

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 meetings are convened regularly to review and determine the Companys business policies and strategies, alongside other key governance matters. It maintains robust operational oversight with quarterly meetings featuring comprehensive presentations. Board and Committee meetings are scheduled in advance and a tentative annual calendar is shared with Directors well ahead of time, enabling them to plan their schedules effectively and participate meaningfully in discussions. Only in case of special and urgent business matters, if the need arises, Boards or Committees approval is taken by passing resolutions through circulation or by calling the Board / Committee meetings at a shorter notice, in accordance with the applicable law. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed to enable the Directors to make an informed decision.

During the Financial Year ended March 31, 2025, 5 (Five) meetings of the Board of Directors were conducted. The maximum interval between two consecutive Board meetings did not exceed as prescribed in the Act, and the SEBI Listing Regulations. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of the Annual Report

BOARD EVALUATION

Pursuant to provisions of Section 178 of the Act, and Regulation 17 of the SEBI Listing Regulations, the Board has carried out an annual evaluation of the performance of the Board, its Committees, and individual Directors. The Nomination and Remuneration Committee led an internal evaluation process to assess the performance of the Board, its Committees and Individual Directors

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 put on the website of the Company at https://vipindustries.co.in/

The performance of Individual Directors were reviewed by the Board and the NRC, with criteria such as preparedness, constructive contributions, and input in meetings. NonIndependent Directors, the Board as a whole, and the Chairman of the Company were evaluated at a separate meeting of Independent Directors. The evaluation results were discussed at the Board Meeting. The overall performance of the Chairman, Executive Directors, and Non-Executive Directors of the Company is satisfactory. The review of performance was based on criteria of performance, knowledge, analysis, quality of decisionmaking, etc.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. 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 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

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 timely manner. The details of programs for familiarisation for Independent Directors are available on the website of the Company and can be accessed at

AUDIT COMMITTEE

As of March 31, 2025, the Audit Committee comprises Mr. Tushar Jani (Chairman of the Audit Committee), Ms. Radhika D. Piramal, Mr. Amit Jatia, and Mr. Suresh Surana. All the recommendations made by the Audit Committee were deliberated and accepted by the Board. For details of the meetings of the Committee, please refer to the Corporate Governance Report, which forms part of this Report.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for the selection and appointment of Directors, Key Managerial Personnel, and Senior Management Personnel and their remuneration. This policy formulates the criteria for determining qualifications, competencies, positive attributes, and independence for the appointment of a Director (Executive/Non-Executive) and the criteria for determining the remuneration of the Directors, KMP, and other employees. NRC makes recommendations to the Board regarding the appointment/re-appointment of Directors, KMPs and other members of the Senior Management. The role of the NRC encompasses conducting a gap analysis to refresh the Board periodically, including each time a directors appointment or re-appointment is required. NRC is also responsible for reviewing the profiles of potential candidates vis-a-vis the required competencies, undertaking reference and due diligence and meeting potential candidates before making recommendations of their nominations to the Board. The appointee is also briefed about the specific requirements for the position including expert knowledge expected at the time of appointment.

Nomination and Remuneration Policy of the Company has been displayed on the Companys website at the link - .

RISK MANAGEMENT

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 organization structure with defined roles and responsibilities for risk management.

The processes and practices of risk management of the Company encompass risk identification, classification, and evaluation. 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.

As a part of the Companys strategic planning process, the Directors have reviewed the risk management policy and processes and also the risks faced by the Company and the corresponding risk mitigation plans deployed. The Company is on track with respect to its risk mitigation activities. The Risk

Management & Business Responsibility and Sustainability Committee oversees the risk management process.

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 CSR Committee of the Company comprises Mr. Dilip Piramal (Chairman of the CSR Committee), Ms. Radhika Piramal, and Mr. Ramesh Damani.

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 2024-25 is in accordance with Section 135 of the Act, and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed herewith as Annexure "A" to this Report. The CSR policy is placed on the Companys website at

AUDITORS Statutory Auditors

At the 54th Annual General Meeting 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 54th Annual General Meeting till the conclusion of 59th Annual General Meeting to be held in the year 2026. The Statutory Auditor(s) are not disqualified from continuing as Auditor(s) of the Company.

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.

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143 (12) of the Act, (including any statutory modification(s) or re- enactments(s) thereof for the time being in force.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors had, at its meeting held on May 10, 2024, appointed M/s Ragini Chokshi & Co., Company Secretaries in Practice, Mumbai, to undertake the Secretarial Audit of the Company for the Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 202425, forms part of this Annual Report and is annexed as

Annexure "B" to the Boards report. The Secretarial Audit does not contain any qualifications, reservations, or adverse remarks.

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, , on the recommendation of the Audit Committee, the Board of Directors of your Company has 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), for a first term of 5 (five) consecutive years commencing from the Financial Year 2025-26 to Financial Year 2029-30, subject to the approval of the Members at the upcoming Annual General Meeting. The Board has recommended her appointment for approval of the Members at the ensuing Annual General Meeting (AGM).

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 Companys policies, safeguarding its assets, prevention & detection of frauds and errors, accuracy & completeness of the accounting records, and timely preparation of reliable financial disclosures. The Companys internal control systems are commensurate with the nature of its business and the size & complexity of its operations and such internal financial controls concerning the Financial Statements are adequate & effective operating. Effectiveness of internal financial controls is ensured through management reviews, control self-assessment and independent testing by the Internal Audit Team. The Audit Committee reviewed the internal financial controls that ensure that the Companys accounts were properly maintained and that the transactions were recorded in the books of accounts in accordance with the applicable accounting standards, laws and statutes. The Statutory and Internal auditors have confirmed that there was no internal control weakness during Financial Year 2024-25.

DIRECTORS RESPONSIBILITY STATEMENT

Under the requirements under 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, 2025, 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, 2025, and of the profit and loss of your Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records by the 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, 2025, 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

The paid-up Equity Share Capital of the Company as on March 31, 2025, stood at Rs. 28.40 crores.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2025, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

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 EASRP 2018 complies with the provisions of the SEBI (Shares Based Employee Benefit) Regulation, 2014.

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 Rs. 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 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, 2025 is available on the website of the Company at .

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, 2025, are set out in Note 7 and 8A to the Standalone Financial Statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has established a Policy for determining related party transactions. The Audit Committee oversees the related party transactions. Related Party Transaction Policy of the Company has been displayed on the Companys website at the link

All contracts or arrangements entered into by the Company with Related Parties during Financial Year 2024-25 were in the ordinary course of business and on an arms length basis and were carried out with prior approval of the Audit Committee. All related party transactions that were approved by the Audit Committee were periodically reported to the Audit Committee. Prior approval of the Audit Committee was obtained for the transactions which were planned and/or repetitive in nature and omnibus approvals were also taken as per the policy laid down for unforeseen transactions. In Financial year 2024-25, none of the contracts, arrangements and transactions with related parties, required approval of the Board/ Shareholders under Section 188(1) of the Act and Regulation 23(4) of the SEBI

Listing Regulations. None of the transactions with related parties are material in nature or falls under the scope of Section 188(1) of the Act. 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 in Form No. AOC-2 does not apply to the Company for the Financial Year 2024-25 and hence the same is not provided. The details of the transactions with related parties during Finanacial Year 2024-25 are provided in the accompanying financial statements..

STATE OF COMPANYS AFFAIRS

Discussion on the state of the Companys 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.

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 the Annual 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 Report.

COST RECORDS

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

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM FINANCIAL YEAR END AND TILL THE DATE OF THIS REPORT:

There have been no such material changes and commitments, affecting the financial position of the Company which have occurred between the end of financial year to which the Financial Statements relates and the date of this Report except for the following:

The Company received a Public Announcement dated July 13, 2025, regarding an Open Offer made to the public shareholders of the Company by JM Financial Limited, on behalf of (i) Multiples Private Equity Fund IV, acting through its investment manager Multiples Alternate Asset Management Private Limited and (ii) Multiples Private Equity GIFT Fund IV, acting through its investment manager, Multiples Asset Management IFSC LLP (collectively, "Acquirers"), (iii) Samvibhag Securities Private Limited ("PAC 1"), (iv) Mithun Padam Sacheti ("PAC 2"), (v) Siddhartha

Sacheti ("PAC 3") and (vi) Profitex Shares and Securities Private Limited ("PAC 4") (collectively "PACs"). This Public Announcement was made pursuant to a Share Purchase Agreement and Shareholders Agreement dated July 13, 2025 entered between Mr. Dilip Piramal, Kemp and Company Limited, Kiddy Plast Limited, DGP Securities Limited, Piramal Vibhuti Investments Limited, Alcon Finance and Investments Limited and DGP Enterprises Private Limited (collectively referred to as the "Sellers"), forming part of the Promoter and Promoter Group of the Company, and the Acquirers and PACs. Under the Share Purchase Agreement, the Acquirers and PACs proposed to acquire 4,54,46,305 fully paid-up equity shares representing 32% of the paid- up equity share capital of the Company at a price of 388/- per equity share, aggregating to a total consideration of Rs. 1,763/- Crore (Rupees One Thousand Seven Hundred and Sixty Three Crores only).

VIGIL MECHANISM

The Companys 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 Companys website at .

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 "D" as attached 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 subsidiary companies of the Company. All the subsidiaries of the Company are unlisted. As of March 31, 2025, VIP Luggage BD Private Limited is classified as material subsidiary under SEBI Listing Regulations.

Accordingly, as of March 31, 2025, 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, is also included in this Annual Report in form AOC-1, presented in a separate section forming part of the financial statement. 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- .

The Policy for determining "Material" subsidiaries has been displayed on the Companys website -

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits. Your Company does not have any unclaimed deposits as of March 31, 2025.

SIGNIFICANT AND MATERIAL ORDERS

During the Financial Year 2024-25, 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.

VIP Industries Limited has acquired the brand "Carlton" from Carlton International in the year 2004, and have been using the brand since then. In October 2019 Company learned that Carlton Shoes Limited, who were engaged in the business of shoes and accessories like jewellery, perfumes, watches, etc., had started using the trademark "Carlton" in relation to handbags and was in the process of venturing into the luggage business. To restrain Carlton Shoes Limited from entering the luggage business, the Company issued a cease- and-desist notice to Carlton on 10 October 2019. Upon receipt of the notice, Carlton Shoes Limited filed a Suit against the Company before the Honble Delhi High Court and sought an injunction against the Company from using the Trademark CARLTON. The Company also immediately filed a Suit against Carlton Shoes Limited and Carlton Overseas Pvt Ltd before the Honble Delhi High Court to protect its rights. The Honble Delhi High Court heard the interim application in both suits together and, by a common order dated 17th July 2023, had restrained the Company from using the Trademark - Carlton in the manner mentioned above and dismissed the interim application filed by the Company against Carlton Shoes Limited and Carlton Overseas Pvt Ltd.

The Company filed an appeal at the Division Bench of the Honble Delhi High Court against the Interim order and received a stay on the said order. The Division Bench of

Honble Delhi High Court, after hearing, dismissed the appeal via an order dated 1st July, 2025, by restricting the Company from using the trademark "CARLTON" or any such use under class 18.

The Company filed a Special Leave Petition before the Honble Supreme Court of India against the said order dated 1st July 2025 of the Divisional Bench of the Honble Delhi High Court. Honble Supreme Court of India vide its order dated 1st August 2025 disposed off the petition; allowed the Company to deal with the inventory of products under the mark Carlton subject to terms set out therein, and directed that an undertaking be submitted by the Company to Honble Supreme Court of India as indicated in the said order. The order further contains a direction to the Honble Delhi High Court to try and dispose of Civil Suits between the Company and Carlton Shoes Ltd as expeditiously as possible.

PREVENTION OF SEXUAL HARASSMENT IN WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (the POSH Act) and Rules made thereunder, your Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the POSH Act. 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. To build awareness in this area, the Company has been conducting programs continuously.

Number of complaints received and resolved in relation to the POSH Act during the year ended March 31, 2025, under review and their breakup is as under:

Particulars	Number
No. of Complaints received during the year	Nil
No. of Complaints disposed off during the year	Nil
No. of Complaints pending for more than ninety days	Nil

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 statement of disclosure of remuneration as 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, is annexed as Annexure E and forms an interal part of this report.

The information pertaining to employee remuneration as required pursuant to Rule 5(2) & 5(3) of the above Rules is available for inspection. A statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules will be provided upon request. 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 information on employees particulars, which is available for inspection by the Members. Any Member interested in obtaining a copy thereof may write to the Company Secretary.

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 has 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 period 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 the Annual 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 Companys 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 remained 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.

CAUTIONARY STATEMENT

The information and statements in the managements discussion and analysis regarding the objectives, expectations or anticipations may be forward- looking within the meaning of applicable securities laws and regulaions. 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.

	By Order of the Board of Directors
	Dilip Piramal
Place: Mumbai	Chairman
Dated: August 6, 2025	(DIN No. 00032012)