Vaibhav Global Ltd Directors Report

A detailed discussion on financial and operational performance of the Company and its subsidiaries is provided in "Management Discussion and Analysis Report" which forms a part of this Report. There was no change in the nature of business of the Company during the financial year ended 31 March 2024.

BUSINESS REVIEW

Established in 1980, Vaibhav Global Limited (VGL) has grown into a successful, vertically integrated electronic retailer of fashion jewellery and lifestyle products in the USA, UK, and Germany. The company is known for offering unique customer value through quality products marketed via 24/7 proprietary teleshopping channels and various digital platforms, including websites, mobile applications, marketplaces, and OTT platforms.

Our omni-channel strategy enhances customer engagement and provides significant growth opportunities with overlapping sales potential. Our retail platforms give us direct access to approximately 130 million households, effectively served through our proprietary TV channels, Over-The-Air (OTA) TV networks, and digital platforms. Omni-channel presence provides customers with a unique shopping experience, while enabling us to fetch significantly higher spending per customer and customer lifetime value.

Our B2C revenue primarily accrues from fashion jewellery and gemstones, which account for about 70% of our sales. The remaining revenue comes from lifestyle products like home decor, beauty care, hair care, apparels and accessories. We continuously enhance our product portfolio by introducing approximately 14,000-15,000 new jewellery designs each year. The share of lifestyle products in our revenue is also steadily increasing to boost customer engagement. Currently, we offer around 5,000 unique SKUs in the lifestyle category. Our USP is built on delivering superior customer value through cost- effective manufacturing and good quality products.

VGL has developed a strong supply chain over the years. We are unique in our peer group for having our own manufacturing setup along with an in-house globally spread sourcing base. As a vertically integrated retailer, we have in-house manufacturing for fashion jewellery, and we collaborate with third parties for lifestyle products. This model provides agility, scalability, and flexibility. We source products from over 30 countries, including India, China, the Asia-Pacific region, Africa, Europe, and Latin America. This vertically integrated supply chain has enabled us to capture larger profit pool (60%+ gross margins) that translates into strong operating margin and healthier return ratios.

For more details on business overview and state of the companys affairs, please refer Management Discussion and Analysis Report, which forms a part of the Boards Report.

DIVIDEND

The Board of Directors of your company is pleased to recommend a final dividend of 1.50/- per equity share having face value of 2/- each (@75%) for the financial year 2023-24 for the approval of shareholders at the ensuing 35^th Annual General Meeting (AGM). The final dividend, if approved at 35^th AGM, will be paid to those members who will be the members of the Company on the book closure date i.e. Saturday, 29^th June, 2024.

The dividend pay-out for FY 2023-24 would be approximate 99 crores. Considering the sense of shareholders expectations and past dividend history, the Board recommended/ declared dividends based on the parameters laid down in the Dividend Distribution Policy. The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) Regulations) is available on the Companys website at https://www.vaibhavglobal.com/code-policies.

TRANSFER TO RESERVE

The Board of Directors has decided to retain the entire amount of profits for FY 2023-24 in the profit and loss account and not to transfer any amount to the Reserves for the year under review.

CHANGE IN CAPITAL STRUCTURE

a) Authorised Share Capital:

During the year under review, there has been no change in the authorised share capital of the Company.

b) Issued, Subscribed and Paid-up Share Capital:

During the year under review, the Company has allotted 6,34,150 equity shares of 2/- each to eligible employees under various employees benefit plans through Vaibhav Global Employee Stock Option Welfare Trust, in various tranches, pursuant to the exercise of Stock Options and Stock Units. Consequently, the paid-up share capital of the Company has increased from 33,00,31,148 (divided into 16,50,15,574 equity shares of 2/- each) to

33,12,99,448 (divided into 16,56,49,724 equity shares of 2/- each). The abovesaid equity shares issued under employees benefit plans are ranked pari- passu with the existing equity shares of the Company.

Further, the Company has not issued any share with differential voting rights and sweat equity shares during the year under review.

EMPLOYEES BENEFIT PLAN(S)

a) Restricted Stock Unit Plan-2019: The Company has granted 8,19,945 stock units convertible into equal number of equity shares face value of 2/- each to the eligible employees of the Company and its subsidiaries under Vaibhav Global Limited, Restricted Stock Unit Plan-2019 (hereinafter referred to as RSU-2019), during the year under review.

b) Management Stock Option Plan-2021: The Company has granted 63,594 stock options convertible into equal number of equity shares face value of 2/- each to the eligible employees of the Company and its subsidiaries under Vaibhav Global Limited, Management Stock Option Plan-2021 (hereinafter referred to as MSOP- 2021), during the year under review.

c) Employee Stock Option Plan-2021: The Company has granted 56,475 stock options convertible into equal number of equity shares face value of 2/- each to the eligible employees of the Company and its subsidiaries under Vaibhav Global Limited, Employee Stock Option Plan-2021 (hereinafter referred to as ESOP-2021), during the year under review.

d) Employee Stock Options Plan (As Amended)-2006:

The Company has not granted any stock option under Vaibhav Global Limited, Employees Stock Options Plan (As Amended)-2006 (hereinafter referred to as ESOP- 2006), during the year under review.

All employees benefit plans of the Company i.e. RSU-2019, MSOP-2021, ESOP-2021 and ESOP-2006, are in compliance with SEBI (Share Based Employee Benefits and Sweat Equity Shares) Regulation, 2021 and are administered by Vaibhav Global Employee Stock Option Welfare Trust under the supervision of the Nomination, Remuneration and Compensation Committee of the Board. The required details pertaining to abovesaid plans are available on the Companys website: www.vaibhavglobal.com/esop. The

Company issued and allotted equity shares as per its various employees benefit plans and there was no instance wherein the Company failed to implement any corporate action within the statutory time limit.

The Secretarial Auditors certificate on the implementation of abovesaid plans in accordance with SEBI (Share Based Employee Benefits and Sweat Equity Shares) Regulation, 2021 will be made available during the 35^th Annual General Meeting.

CREDIT RATING:

During the year under review, CARE has reaffirmed the Companys credit rating for long-term/ short term bank facilities as CARE A; Stable / CARE A1 (Single A; Outlook: Stable / A One), which denotes adequate degree of safety regarding timely servicing of financial obligations and carry low credit risk.

In addition to above, ICRA has also reaffirmed the rating as "A" for long term (Fund based) and A1 for short term (Nonfund based) bank facilities. The outlook on the long-term facilities is stable. This rating indicates adequate degree of safety regarding timely servicing of financial obligations and carry low credit risk.

HOLDING AND SUBSIDIARY COMPANIES

A. Holding Company:

Brett Enterprises Private Limited, holds 9,23,43,516 equity shares of 2/- each, representing 55.75% shareholding of the company, is a holding company of Vaibhav Global Limited.

B. Subsidiary Companies:

The Company has following 14 subsidiaries\ stepdown subsidiaries:

Subsidiaries

a) VGL Retail Ventures Ltd., Mauritius, a 100% subsidiary of the Company, which in turn holds 100% in Shop TJC Limited, UK.

b) STS Jewels Inc., USA, a 100% subsidiary of the Company, engaged in outsourcing gemstones & jewellery products primarily for the group.

c) STS Global Supply Limited, Hong Kong, a 100% subsidiary of the Company, engaged in outsourcing jewellery and lifestyle products primarily for the group, which in turn holds 100% in PT. STS Bali and STS (Guangzhou) Trading Limited.

d) STS Global Limited, Thailand, a 100% subsidiary of the Company, engaged in outsourcing products for the group.

e) STS Global Limited, Japan, a 100% subsidiary of the Company, engaged in outsourcing products for the group.

f) Shop LC GmbH, Germany a 100% subsidiary of the Company, engaged in sale and marketing of fashion jewellery and lifestyle accessories through electronic media and operates a dedicated TV shopping channel and internet shopping website (www.shoplc.de) in the Germany.

g) Vaibhav Vistar Limited, a 100% subsidiary of the Company, engaged in fashion jewellery and lifestyle products.

h) Vaibhav Lifestyle Limited, a 100% subsidiary of the Company, engaged in manufacturing and export of garments.

i) Encase Packaging Private Limited, a 60% subsidiary of the Company, engaged in the business of manufacturing and dealing in packaging materials.

Step-down Subsidiaries

a) Shop TJC Limited, UK (a 100% subsidiary of VGL Retail Ventures Ltd., Mauritius), a wholly-owned step-down subsidiary of the Company, engaged in the sale and marketing of fashion jewellery and lifestyle accessories through electronic media and operates a dedicated 24x7 TV shopping channel and internet shopping website (www.tjc.co.uk) and also a mobile app in the UK.

b) Shop LC Global Inc., USA (a 100% subsidiary of Shop TJC Limited, UK), a wholly owned step-down subsidiary of the Company, engaged in sale and marketing of fashion jewellery and lifestyle accessories through electronic media and operates a dedicated 24x7 TV shopping channel and internet shopping website (www.shoplc. com) and also a mobile app in the US.

c) Mindful Souls B.V., Netherlands (a 100% subsidiary of Shop TJC Limited, UK), a wholly owned stepdown subsidiary of the Company, engaged in subscription based online sales of fashion jewellery, gemstone, and lifestyle products through internet shopping website (www.mindfulsouls.com).

d) PT. STS Bali (a 100% subsidiary of STS Global Supply Limited, Hong Kong), a wholly owned step-down subsidiary of the Company, engaged in outsourcing products for the group.

e) STS (Guangzhou) Trading Limited, China (a 100% subsidiary of STS Global Supply Limited, Hong Kong), a wholly owned stepdown subsidiary of the Company, engaged in the business of export and import trading primarily for the group.

Change in Subsidiaries/Stepdown Subsidiaries:

During the year under review, the Shop TJC (UK), a wholly owned step-down subsidiary of the Company has acquired Mindful Souls B.V. (Netherlands) on 26 September 2023, which is engaged in subscription based online sales of fashion jewellery, gemstone, and lifestyle products through internet ecommerce website.

There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013 (hereinafter referred to as the Act). There are no company which have ceased to be subsidiary and/or associate of the company during the financial year 2023-24. There have been no material changes in the nature of the business of the subsidiaries during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and all its subsidiaries forms a part of this Annual Report and have been prepared in accordance with Section 129(3) of the Act.

Pursuant to Section 136 of the Act, the financial statements for the financial year ended 31 March 2024 in respect of each subsidiary are also available on the website of the Company, i.e. www.vaibhavglobal.com. A copy of the said financial statements shall be provided to shareholders upon request. A separate statement containing salient features of the financial statements of companys subsidiaries in the prescribed format AOC-1, which also provides details of the performance and financial position of each of the subsidiaries, is annexed as Annexure 1 to this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, Mr. James Patrick Clarke, Non-Executive Independent Director of the Company, has completed his second term as an Independent Director of the Company on 6 February 2024. The Board placed on record its appreciation for his invaluable contribution and guidance to the Company/Board during his tenure as a board member.

Further, upon the recommendation of the Nomination, Remuneration and Compensation Committee, the Board had appointed Mr. Jason Charles Goldberg as an Additional Director in the capacity of a Non-Executive Independent Director, effective from 17 October 2023. This appointment was subsequently approved/regularised by shareholders through a postal ballot resolution passed on 7 December 2023.

The shareholders of the Company, at 34^th Annual General Meeting, has approved (i) the re-appointment of Mr. Pulak Chandan Prasad (DIN: 00003557) as a director, liable to retire by rotation. (ii) Re-appointment of Ms. Stephanie Renee Spong (DIN: 09295604) as an Independent Director of the Company for the second term, to hold office for a period of five years commencing from 6 September 2023 to 5 September 2028.

Pursuant to section 152 of the Act, Mr. Sanjeev Agrawal, Non-Executive Director, who has been longest in the office, is liable to retire by rotation at the ensuing 35^th Annual General Meeting. He is eligible for re-appointment and has offered himself for the re-appointment as Director of the Company. The Board recommended the same to the shareholders of the Company for their approval.

Pursuant to the provisions of Section 203 of the Act, Mr. Sunil Agrawal, Managing Director, Mr. Nitin Panwad, Group Chief Financial Officer and Mr. Sushil Sharma, Company Secretary are the Key Managerial Personnel (KMP) of the Company as on 31 March 2024. During the year under review, on the recommendation of Nomination, Remuneration and Compensation Committee, the Board has re-appointed Mr. Sunil Agrawal as Managing Director of the Company for a further period of five years w.e.f. 1 February 2024 to 31 January 2029, which was subsequently approved by shareholders through postal ballot resolution passed on 7 December 2023.

a) Board Evaluation and Remuneration Policy

Pursuant to the provisions of the Act, the Board has carried out an annual performance evaluation of its own

performance, board committees and of the directors individually (including Independent Directors) as per the criteria defined in the Nomination and Remuneration Policy and expressed its satisfaction on the same. The Independent Directors in their separate meeting, have evaluated the performance of Non-Independent Directors and the Board as a whole and the Chairman of the Board. Furthermore, the Board is of the opinion that all the directors, as well as the directors appointed/ re-appointed during the year, are persons of high repute, integrity & possess the relevant expertise, skill & experience, qualification in their respective fields. The criteria of evaluation and directors skill/expertise etc. are described in the Corporate Governance Report which forms a part of this Report. The Nomination and Remuneration Policy of the Company, containing selection and remuneration criteria of directors, senior management personnel, and performance evaluation of Directors/Board/Committees/Chairman, has been designed to keep pace with the dynamic business environment and market-linked positioning. The Nomination and Remuneration Policy is available on the Companys website at https://www.vaibhavglobal.com/ code-policies. The detail of the remuneration paid to the directors during the year is provided in the Corporate Governance Report which forms a part of this Report.

b) Board Meetings

During the year under review, four (4) Board Meetings were convened and held, the details of which are given in the Corporate Governance Report, forms a part of this Report. The maximum interval between any two consecutive meetings did not exceed 120 days as prescribed under the Act.

c) Committees of the Board

Details of the committees, along with their composition, charters and meetings held during the year, are provided in the Corporate Governance Report, forms a part of this Report. During the financial year 2023-24, the Board has accepted all the recommendations of its committees.

d) Declaration by Independent Directors

All Independent Directors of the Company have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Act, and Regulation 16(1)(b) of SEBI (LODR) Regulations. Further, all necessary declarations with respect to independence have been received from all the Independent Directors along with the confirmation that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act. The terms and conditions for the appointment of the Independent Directors are given on the website of the Company. The Board is of the opinion that Independent Directors of the Company fulfil the conditions of independence specified in the Act and the SEBI (LODR) Regulations and that they are independent of the management.

e) Board Diversity

The Company recognises and embraces the benefits of having a diverse Board of Directors to enhance the quality of its performance. The Company considers increasing diversity at Board level as an essential element in maintaining a competitive advantage in the complex business that it operates. The identified key skills/expertise/competencies of the Board and mapping with individual director are provided in the Corporate Governance Report, forms a part of this Report.

f) Board Policies/Codes

The Company has duly framed policies and codes which are required under the Act, SEBI (LODR) Regulations and other Laws/Rules/Regulations as applicable on the Company. The policies/codes as required to disclose on the website of the Company are available at https://www. vaibhavglobal.com/code-policies. The link of all policies is provided in the Corporate Governance Report, forms a part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Act, the Board of Directors has constituted a Corporate Social Responsibility (CSR) Committee to formulate and recommend to the Board a Corporate Social Responsibility (CSR) policy which shall indicate the activities to be undertaken by the Company, as specified in Schedule VII of the Act, to recommend the amount of expenditure to be incurred on the activities, and to monitor the CSR policy of the Company from time to time. The Company has developed and implemented a CSR Policy, which contains projects and programs, is available on Companys website at https://www. vaibhavglobal.com/code-policies.

Your Company has spent a sum of 206.66 lacs under CSR activities during the year. A report on CSR activities, i.e. initiatives taken during the year, in the prescribed format as required under section 134(3)(o) read with section 135, inter- alia, contains composition of the CSR committee is annexed herewith as Annexure 2, which forms a part of this Report. The other initiatives undertaken by the Company and its subsidiaries for the help of the community, over and above the statutory requirements, are highlighted under Social and Relationship Capital section in the Integrated Annual Report.

AWARDS AND RECOGNITIONS

During the year under review, your Company has received the following awards and certifications:

1. Conferred with Best Security Operations Center (SoC) Implementation award by Quantic India at 3^rd Annual Cyber Security Excellence Awards 2024.

2. Conferred with India Risk Management Award under Manufacturing Sector by ICICI Lombard and CNBC-TV 18. The award recognizes organizations demonstrating high standards of risk management practices.

3. The Companys SEZ unit certified as Net Zero Energy Building by Indian Green Building Council (IGBC). This certification acknowledges VGLs commitment and initiatives towards sustainable business practices.

4. Recognised as Great Place to Work?. This reflects our commitment to creating a positive work environment, robust governance framework along with well-being and satisfaction of our employees.

5. Awarded IGJ Award 2024 by The Gem & Jewellery Export Promotion Council (GJEPC) for being a highest exporter of Silver Jewellery from India.

6. Mr. Sunil Agrawal, Managing Director of the Company has been conferred with ANANDA 2022 Award by The Akshay Patra Foundation, USA for providing midday meals in Government schools in India and helping to transform the lives of children.

DEPOSITS

During the year under review, your Company has not accepted any deposit within the meaning of Section 73 and 74 of the Act, read with the Companies (Acceptance of Deposits) Rule, 2014. There are no outstanding deposits as on 31 March 2024.

PARTICULAR OF LOANS, GUARANTEES AND INVESTMENT

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Act, are given in the respective notes to the standalone financial statements of the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arms length basis, in the ordinary course of business, and were in compliance with the applicable provisions of the Act and the SEBI (LODR) Regulations. There are no material significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons and their relatives which may have a potential conflict with the interest of the Company at large. Particulars of contracts or arrangements with related parties referred to Section 188(1) of the Act, in the prescribed form AOC-2 is annexed herewith as Annexure 3.

All related party transactions are placed before the Audit Committee and the Board of Directors for their review and approval. Prior omnibus approval of the Audit Committee is obtained on an annual basis for the transactions which are planned/repetitive in nature, and omnibus approvals are taken as per the policy laid down for unforeseen transactions. Related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions etc. of the transactions. The policy on the Related Party Transactions and a policy on Material Subsidiaries are available on the Companys website at https://www.vaibhavglobal.com/code-policies

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control framework is designed to ensure proper safeguarding of assets, maintaining proper accounting records and providing reliable financial information and other data. This system is supplemented by internal audit, reviews by the management and documented policies, guidelines and procedures. The Company has a well-defined organisational structure, authority levels, internal rules and guidelines for conducting business transactions. The Company intends to undertake further measures as necessary in line with its intent to adhere to the procedures, guidelines and regulations, as applicable, in transparent manner.

During the year under review, Deloitte Touche Tohmatsu India LLP were engaged as Internal Auditors of the Company. They carried out the internal audit of the Companys operations and reported its findings to the Audit Committee. Internal auditors also evaluated the functioning and quality of internal controls and provided assurance of its adequacy and effectiveness through periodic reporting. Internal audit was carried out as per risk-based internal audit plan, which was reviewed by the Audit Committee of the Company. The Audit Committee periodically reviewed the findings and suggestions for improvement and was apprised of the implementation status in respect of the actionable items. For more details, please refer Internal Control section of the Management Discussion and Analysis Report, a part of this Report.

RISK MANAGEMENT

The Company has in place a Risk Management framework to identify, evaluate and monitor business risks and challenges across the Company, that seek to minimise the adverse impact on business objectives and capitalise on opportunities. The Companys success as an organisation largely depends on its ability to identify such opportunities and leverage them while mitigating the risks that arise while conducting its business. The Company has also framed, developed and implemented a Risk Management policy to identify the various business risks. This framework seeks to create transparency, minimise adverse impact on business objectives and enhance the Companys competitive advantage. The risk management policy defines the risk management approach across the enterprise at various levels, including documentation and reporting. The risk management committee monitor and review the risk management plan and to perform functions as defined under the Act and SEBI (LODR) Regulations. During the year, the committee inter-alia reviewed and amended the risk management policy of the Company. The updated policy is available at the website of the Company. For more details, please refer Risk Management section of the Management Discussion and Analysis Report, a part of this Report.

AUDITORS AND AUDITORS REPORT

A. Statutory Auditors

Pursuant to Section 139 of the Act, the shareholders at

33^rd Annual General Meeting (AGM) had re-appointed

M/s B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company for the second term of five years commencing from 1 April 2022 to 31 March 2027 and they shall hold office from the conclusion of 33^rd AGM till the conclusion of 38^th AGM of the Company.

M/s B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022), statutory auditors of the Company, have submitted Auditors Report on the financial statements (standalone and consolidated) of the Company for the financial year ended 31 March 2024, which forms a part of this Annual Report. The Reports on standalone and consolidated financials does not contain any qualification, reservation, adverse remark or disclaimer. Information referred to in the Auditors Reports are self-explanatory and do not call for any further comments.

B. Secretarial Auditors

In terms of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Vinod Kothari & Company, Practicing Company Secretaries, have been re-appointed as Secretarial Auditors of the Company to conduct the secretarial audit of the Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2023-24 is attached herewith as Annexure 4. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report. Information referred to in the Secretarial Auditors Report are self-explanatory and do not call for any further comments.

Annual Secretarial Compliance Report

A Secretarial Compliance Report, pursuant to regulation 24A of the SEBI (LODR) Regulations, for the financial year 2023-24 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, shall be obtained from M/s Vinod Kothari & Company, Company Secretaries and shall be placed on the website of the Company and be submitted to Stock Exchanges.

The unlisted Indian subsidiaries does not fall under the criteria of secretarial audit as prescribed under Section 204 of the Act and Regulation 24A of the SEBI (LODR) Regulations.

C. Cost Audit

Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Act is not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors, Internal Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

INVESTOR RELATIONS

Your Company interacted with Indian and overseas investors and analysts through one-on-one meetings, conference call and regular quarterly meetings during the year. Earnings call transcripts/recording of the meeting on quarterly/event- based meetings are posted on the website of the Company.

PREVENTION OF INSIDER TRADING

In compliance with the provisions of Securities Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (SEBI (PIT) Regulations), the Board has adopted a code of conduct to regulate, monitor and report trading by Designated Persons to preserve the confidentiality of price sensitive information, to prevent misuse thereof and regulate trading by designated persons. It prohibits the dealing in the Companys shares by the promoters, promoter group, directors, designated persons and their immediate relatives, and connected persons, while in possession of unpublished price sensitive information in relation to the Company, and during the period(s) when the Trading Window to deal in the Companys shares is closed. Pursuant to the above, the Company has put in place adequate and effective system of internal controls to ensure compliance with the requirements of the SEBI (PIT) Regulations. The code is available on the Companys website at https://www.vaibhavglobal. com/code-policies.

The Board of Directors have also formulated a code of practices and procedures for fair disclosure of unpublished price sensitive information containing policy for determination of legitimate purposes as a part of this Code, which is available on the Companys website at https://www.vaibhavglobal. com/code-policies.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is fully committed to uphold and maintain the dignity of women working in the Company. The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention, prohibition, and redressal of sexual harassment at workplace as per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder. In line with the same, the Company has formulated an Anti-Sexual Harassment Policy (Policy). All employees (permanent, contractual, temporary and trainees) are covered under this policy. An Internal Complaints Committee (ICC) constituted under the policy is responsible for redressal of complaints related to sexual harassment at the workplace. The policy is available on the Companys website at https:// www.vaibhavglobal.com/code-policies. During the year under review, no complaint was received by the ICC committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistle Blower Policy (Policy) to deal with instances of fraud and mismanagement, if any. The policy has a systematic mechanism for directors and employees to report concerns

about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct or policy. The policy is available on the Companys website at https:// www.vaibhavglobal.com/code-policies. During the year under review, the Company has not received any complaint under this policy.

TRADE RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The Directors wish to place on record their appreciation for the valuable contribution made by the employees of the Company.

PARTICULAR OF EMPLOYEES

The information required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure 5.

Information required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate exhibit forming part of this report and is available on the website of the Company at https:// www.vaibhavglobal.com/shareholder_communication/agm- egm-postalballot

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, read with Companies (Management & Administration) Rules, 2014, the annual return in the prescribed form is available on the website of the Company at https://www.vaibhavglobal. com/shareholder_communication/agm-egm-postalballot.

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance and Certificate from the Company Secretary in Practice confirming compliance of conditions, as stipulated under SEBI (LODR) Regulations, forms an integral part of this Annual Report. The Managing Director of the Company has confirmed and declared that all the members of the Board and the senior management personnel have affirmed compliance with the code of conduct.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report of the financial conditions and results of operations of the Company for the year under review, as required under regulation 34(2) (e) of SEBI (LODR) Regulations, is being given separately and forms a part of this annual report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The importance of ESG, which stands for Environmental, Social and Governance, has been so far increased globally that almost all businesses have begun to integrate it into their operations and business strategies. Environmental, Social and Governance (ESG) factors are important for our long

term and to all our stakeholders given that our activities have an impact on the society and environment. We also believe in communicating our ESG journey in a transparent manner. In addition to statutory requirement for publishing Business Responsibility Report, your Company has also published its Annual ESG Report for financial year 2023-24.

We take pleasure to publish our Business Responsibility and Sustainability ("BRSR") Report describing the initiatives taken by the Company from an environmental, social and governance perspective, in a specified format which forms a part of this Annual Report. The said report is also available on the website of the Company.

The Company has BRSR Policy, aligned with the nine principles of the National Guidelines on Responsible Business Conduct notified by the Ministry of Corporate Affairs, Government of India, which is available on the website of the Company.

SECRETARIAL STANDARDS

The Directors have devised proper systems and processes for complying with the requirements of applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems were adequate and operating effectively and the Company has complied with all applicable Secretarial Standards during the year under review.

LISTING OF SHARES

The shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited, and the listing fee for the year 2024-25 has been duly paid.

DIRECTORS RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for ensuring compliance with the provisions of Section 134(3)

(c) read with Section 134(5) of the Act, in preparation of annual accounts for the financial year ended 31 March 2024 and state that:

a) in the preparation of the annual accounts for the financial year ended 31 March 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 March 2024 and profit of the Company for that period;

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

d) the annual accounts have been prepared on a going concern basis;

e) proper internal financial controls have been laid down which are adequate and were 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.

UNCLAIMED DIVIDEND

Section 124 of the Act read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (the Rules), mandates that the companies to transfer the amount of dividend, which remained unclaimed, for a period of seven years, from the unpaid dividend account to the Investor Education and Protection Fund (IEPF). Further, the Rules also mandate that the share on which dividend has not been paid or claimed for seven consecutive years or more be transferred to the IEPF.

Shareholders may note that both the unclaimed dividend and corresponding shares, which have been transferred to IEPF in previous financial years, including all benefits arising on such shares, can be claimed from IEPF as per the procedure provided under the applicable provisions of the Companies Act, 2013. The Company sends periodic intimation to shareholders, advising them to lodge their claims with respect to unclaimed dividend.

Mr. Sushil Sharma, Company Secretary, has been appointed as nodal officer to ensure compliance with the IEPF Rules. The contact details of nodal officer and detail of unpaid/ unclaimed dividend are available on the website of the Company, i.e. https://www.vaibhavglobal.com/dividend.

OTHER DISCLOSURES

During the financial year under review:

1. There are no significant and material orders passed by the regulators or courts or tribunals which would impact the going concern status of the Company;

2. There are no material/significant changes occurred between the end of the financial year 2023-24 and the date of this report which may impact the financial position of the Company;

3. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

4. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The disclosures to be made under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 are as under:

A. Conservation of energy

The operations of the Company are not energy intensive. However, the Company always focuses on conservation of energy, wherever possible. The Company is making continuous efforts to conserve energy by adopting innovative measures to reduce wastage and optimise consumption. Some of the specific measures undertaken are:

(i) Steps taken by the company for utilising alternate sources of energy:

• Renewable Energy

During the year, the Company has generated 42.7 lacs KWh electricity through renewable energy. The Companys total solar capacity is 3.23 MW.

• Electrical Vehicle

Towards reduction carbon footprint, the Company had distributed 184 electric scooters for employees commute. The Company is using 3 electrics cars for its routine transportation.

• Green Building

Our manufacturing unit at the Special Economic Zone (SEZ) in Jaipur, Rajasthan, is a Net Zero Energy and LEED platinum certified.

• Water Management

We have rainwater harvesting structures of 60 lacs liters of water across all units of VGL India. The Company recycles 48 KL per day, equivalent to ~17,500 KL annually through its ETP/STP plant. Our mission is to conserve water through rainwater harvesting to replenish depleting groundwater table and to provide clean drinking water. There is an underground tank at our manufacturing units with a capacity to hold 600 KL rainwater.

• Bio-diversity

We have accelerated efforts to enhance the green coverage at our plants and surroundings. Till date, we have planted 7,000 trees at different locations. To promote biodiversity in

Rajasthan, we initiated a multi-layer plantation akin to forest in the rural areas and planted 28,000 saplings in two acres of land for Miyawaki forest.

These initiatives are in alignment with our vision to become Carbon Neutral in Scope 1 and Scope 2 GHG emissions by 2031 & pursuing to become Carbon Neutral in Scope 3 GHG emissions.

(ii) Capital investment on energy conservation equipment: 24.61 lacs.

B. Technology Absorption

(i) The efforts made towards technology absorption:

Your Company possesses an in-house research and development team, which is continuously working towards more efficient jewellery production, improved processes and better designs. Your Company constantly strives for the latest technology for its manufacturing processes. Towards technology and process upgradation in different segments, the Company has installed following technologies during the year:

a) Investment mixture machine - Two

machines for investment mixture have been installed which are used for the wax tree investment process.

b) OTEC Machine - It is used for wet finishing of very fine work pieces. The gap between the rotating disc and the stationary drum can be reduced to zero. This enables very fine grain abrasive media such as quartz to be used and prevents any work pieces from becoming lodged in the gap.

c) Top Cast casting machine - This is the pressure over vacuum casting machine designed to meet the more severe needs in lost wax casting production. This machine works with a new, revolutionary double chamber concept. This innovative system gives several advantages compared with the traditional single chamber suction system currently available in the market.

d) IR Rotary furnace: The outer casing is made of mild steel sheet, powder coated. Heating elements are made of KANTHAL A-1 wire and backed by high temperature ceramic wool insulation, which avoids loss of energy, and around 30% saving in power consumption.

(ii) The benefits derived like product improvement, cost reduction, product development or import substitution:

The steps taken towards technology absorption by the company helped to improve its processes, quality, product, save energy and reduce cost.

(iii) Imported technology: The Company has imported Vulcan burnout oven, Granulation machine, Flask bomout ovens, Wax injectors and Casting machines, during the year under review, which have been fully absorbed.

(iv) Expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings and Outgo

The information on foreign exchange earnings and outgo

Acknowledgement

Your directors acknowledge with gratitude and wish to place on record their appreciation for the dedication and commitment of the Companys employees at all levels which have continued to be our major strength. We also take this opportunity to express our deep sense of gratitude to all government and non-government agencies, bankers and vendors for their continued support, and we look forward to having the same in the future too. We also express gratitude to shareholders for reposing their unstinted trust and confidence in the management of the Company.

We wish and pray for all to stay healthy, and Happy!