Vaibhav Global Director Discussions


BOARDS REPORT

To the Members,

Your Directors have pleasure in presenting the 34th Annual Report on the affairs of the Company, together with the Audited Financial Statements, for the financial year (‘FY) ended 31 March 2023.

FINANCIAL PERFORMANCE AND HIGHLIGHTS

The audited financial statements (standalone and consolidated) prepared by the Company, in accordance with the Indian Accounting Standards [Ind AS], are provided in the Annual Report of the Company. The highlights of financial performance (standalone and consolidated) of the Company for the financial year ended 31 March 2023 are as under:

(Rs. in lacs)

Particulars

Standalone (FY)

Consolidated (FY)

1

2022-23 2021-22 2022-23 2021-22

Revenue from Operations and Other Income

53,652.70 59,080.56 2,71,854.15 2,77,427.11

Less: Operating Cost

42,194.83 46,894.01 2,49,128.72 2,47,106.07

Operating Profit / PBDIT

11,457.87 12,186.55 22,725.43 30,321.04

Less: Finance Cost

429.92 258.78 819.68 609.69

Less: Depreciation & Amortization Expenses

740.74 645.10 7,775.29 5,480.92

Profit Before Tax (PBT)

10,287.21 11,282.67 14,130.46 24,230.43

Exceptional Items

- (56.22) - 2,824.16

Profit After Exceptional items

10287.21 11,226.45 14,130.46 27,054.59

Less: Tax Expenses

297.03 (1,658.74) 3,616.69 3,343.43

Profit After Tax (PAT)

9,990.18 12,885.19 10,513.77 23,711.16

Other Comprehensive Income (Net of Tax)

(82.56) 72.45 4315.79 607.15

Total Comprehensive Income

9,907.62 12,957.64 14,829.56 24,318.31

A detailed discussion on financial and operational performance of the Company and subsidiaries is given under "Management Discussion and Analysis Report" forming part of this Report. There was no change in the nature of business of the Company during the financial year ended 31 March 2023.

BUSINESS REVIEW

Vaibhav Global Limited (the Company) is a vertically integrated fashion retailer with nearly four decades of industry experience. We are a global digital retailer of fashion jewellery, gemstones, lifestyle products, home decor, beauty care, hair care, apparels and accessories on TV and Digital platforms. We have a multi-channel presence across well integrated platforms, comprising 24x7 proprietary TV homeshopping channels, OTA platforms, e-commerce websites, mobile apps, OTT platforms, social media platforms and third-party marketplaces. Our supply chain is spread over 30 countries, while our retail operations are in the US, UK and Germany.

In an environment where sales channel boundaries are overlapping, our omni-channel presence drives and deepens customer engagement and provides a significant growth opportunity for the future. Our retail platforms provide us with direct access to ~141 million households, which are well served through our proprietary TV Channels, Websites, OTT and digital platforms, including marketplaces, social media platforms and mobile apps. We are expanding our customer funnel through continuous onboarding on new and prominent transponders, OTT, OTA and other digital platforms. This establishes our ability to attract a higher wallet share from our customers.

A major portion of up to 73% of our B2C revenue is dominated by fashion jewellery, with lifestyle products contributing to the rest of our revenue. The share of lifestyle products in total revenue is constantly growing, as we continue to enrich our product mix with enhanced customer engagement. Our product assortment includes different lifestyle products including home decor, beauty care, hair care, other fashion items and accessories. We have established a strong reputation for superior customer value proposition encompassing deep value, low-cost manufacturing, and quality products.

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 Rs.1.50/- per equity share having face value of Rs.2/- each (@75%) for the financial year 2022-23 for the approval of shareholders at the ensuing 34th Annual General Meeting (AGM). The dividend, if approved at 34th AGM, will be paid to those members who will be the members of the Company on the book closure date i.e. 1 July 2023.

Apart from above, during the year 2022-23, the Board has declared and paid the following interim dividends:

Particulars

Dividend per Share () Date of declaration Dividend

%

1st Interim Dividend

1.50 2 August 2022 75%

2nd Interim Dividend

1.50 27 October 2022 75%

3rd Interim Dividend

1.50 24 January 2023 75%

The dividend pay-out for FY 2022-23 would be Rs.98.92 crores including the proposed final dividend. 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 have decided to retain the entire amount of profits for FY 2022-23 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 9,78,996 equity shares of Rs.2/- each to eligible employees under Vaibhav Global Limited, Employee Stock Options Plan (As Amended)-2006 and 43,001 equity shares of Rs.2/- each under Vaibhav Global Limited, Restricted Stock Unit Plan-2019 through Vaibhav Global Employee Stock Option Welfare Trust, in various tranches, pursuant to the exercise of Stock Options and Units respectively. Consequently, the paid-up share capital of the Company has increased by 10,21,997 equity shares of Rs.2/- each during the year. As a result, the issued, subscribed and paid-up share capital of the Company has increased from Rs.32,79,87,154 (divided into 16,39,93,577 equity shares of Rs.2/- each) to Rs.33,00,31,148 (divided into 16,50,15,574 equity shares of Rs.2/- each). The equity shares issued under abovesaid 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 5,79,055 stock units convertible into equal number of equity shares of face value of Rs.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 25,374 stock options convertible into equal number of equity shares of face value of Rs.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) Employees Stock Option Plan-2021: The Company has granted 1,21,970 stock options convertible into equal number of equity shares of face value of Rs.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) 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 said plans are available on the Companys website: https://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) Regulation, 2021 will be made available to the members for inspection during the 34th AGM.

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. The rating on short-term bank facilities was withdrawn by CARE as it was subsumed under long term facilities.

Further, ICRA has also reaffirmed the rating as "A" for long term (Fund based) and A1 for short term (Non-fund 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 9,20,42,991 equity shares of Rs.2/- each, representing 55.78% shareholding of the Company, is a holding Company of Vaibhav Global Limited.

B. Subsidiary Companies:

The Company has following subsidiaries and 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 ofthe Company, engaged in outsourcing gemstones & jewellery products primarily for the group.

c) STS Global Supply Limited (formerly: STS Gems Limited), Hong Kong, a 100% subsidiary ofthe 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 (formerly: STS Gems Thai Limited), Thailand, a 100% subsidiary of the Company, engaged in outsourcing products for the group.

e) STS Global Limited (formerly: STS Gems Japan 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, deals 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 (formerly: The Jewellery Channel Ltd.), 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) PT. STS Bali, Indonesia, a wholly-owned step-down subsidiary of the Company, engaged in outsourcing products for the group.

d) STS (Guangzhou) Trading Limited, China, a wholly- owned stepdown subsidiary of the Company, engaged in the business of import-export and trading of goods primarily for the group.

There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013 (hereinafter referred to as ‘the Act). There is no company which has become or ceased to be subsidiary and /or associate of the company during the financial year 2022-23. 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 the 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 2023 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 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. Nirmal Kumar Bardiya, NonExecutive Non-Independent Director of the Company, has retired from the directorship at 33rd AGM of the Company held on 2 August 2022. Mr. Santiago Roces and Mr. Harsh Bahadur have completed their tenure as Independent Director on 27 July 2022 and 25 September 2022 respectively. The Board placed on record their invaluable contribution and guidance to the Company/Board during their tenure as board members.

Further, on the recommendation of Nomination, Remuneration and Compensation Committee, the Board appointed Mr. Harsh Bahadur as an Additional Director under the category of NonExecutive Non-Independent Director w.e.f. 26 September 2022, liable to retire by rotation, which was subsequently approved/regularised by shareholders on 2 December 2022. The Board also appointed Mr. Harsh Bahadur as NonExecutive Chairman of the Board w.e.f 26 September 2022.

The shareholders of the Company, at 33rd Annual General Meeting, has approved (i) the re-appointment of Mrs. Sheela Agarwal as Non-Executive Non-Independent Director of the Company, liable to retire by rotation (ii) the appointment of Ms. Stephanie Renee Spong as Non-Executive Woman Independent Director on the Board for a period of two years i.e. 6 September 2021 to 5 September 2023.

Pursuant to Section 152 of the Companies Act, 2013 (hereinafter referred to as "the Act"), Mr. Pulak Chandan Prasad, Non-executive Director, who has been longest in the office, is liable to retire by rotation at the ensuing 34th Annual General Meeting. He is eligible for re-appointment and has offered himself for re-appointment as Director of the Company. The Board recommended the same to the shareholders of the Company for their approval.

On the recommendation of Nomination, Remuneration and Compensation Committee, the Board of Directors, has approved the re-appointment of Ms. Stephanie Renee Spong as a Non-Executive Woman Independent Director of the Company for the second term of five years from 6 September 2023 to 5 September 2028 subject to the approval of shareholders of the Company. In the opinion of the Board, she possesses adequate skill, knowledge, expertise, integrity and experience as determined by the Company being a Board Member and she fulfil the conditions of independence specified in the Act and the SEBI (LODR) Regulations and that she is independent of the management. Keeping in view of above, the Board has recommended her re-appointment as a Non-Executive Woman Independent Director of the Company for the approval of shareholders in the ensuing 34th Annual General Meeting.

During the year under review, Mr. Nitin Panwad was appointed as Group Chief Financial Officer, being a KMP, in place of Mr. Vineet Ganeriwala w.e.f. 27 October 2022.

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 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. The Independent Directors in their separate meeting, have evaluated the performance of Non-Independent Directors and the Board as a whole and Chairman ofthe 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 and qualification in their respective fields. The criteria of evaluation and directors skill/expertise etc. are described in the ‘Corporate Governance Report and 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. During the year, the Company has updated Nomination and Remuneration policy to align it with the amendments under the SEBI (LODR) Regulations. The amended 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 and forms a part of this Report.

b) Board Meetings

During the year, 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 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 2022-23, 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 and also received 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 containing projects and programs, which is available on Companys website at https://www.vaibhavglobal.com/code-policies.

Your Company has spent a sum of Rs.205.55 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 ‘CSR Activities section of the Management Discussion and Analysis Report.

AWARDS AND RECOGNITIONS

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

1. Conferred with ‘Certificate of Recognition by the Institute of Company Secretaries of India for CSR Excellence under Small & Emerging Category.

2. Recognized with ‘India Risk Management Award under ‘Manufacturing Sector by ICICI Lombard and CNBC-TV 18. The award is presented annually to organizations demonstrating high standards of risk management practices.

3. Awarded with ‘Diplomatist Business Award in digital retailer of fashion jewelry and lifestyle products by Diplomatist Magazine.

4. Mr. Sunil Agrawal, Managing Director was recognized as ‘Business Leader of the Community for 2023 by Indian Diamond and Colorstone Association (IDCA).

5. Featured as ‘Best Company to Work for 2022 by Silicon India for a transparent and enterprising work culture.

6. Ranked amongst top 125 companies in India by Economic Times & Statista and was conferred with ‘Indias Growth Champion 2022 award for achieving one of the highest percentage revenue growth between 2019 and 2022.

7. Certified as ‘Indias Top 50 Best Workplaces™ in India 2023 by Great Place To Work? under manufacturing category.

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 2023.

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 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. During the year, the Board has amended the policy on the related party transactions and a policy on material subsidiaries. The updated policies 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 was 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 Controls and their Adequacy 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 33rd Annual General Meeting (AGM) has reappointed 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 33rd AGM till the conclusion of 38th 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 Reports on the financial statements (standalone and consolidated) of the Company for the financial year ended 31 March 2023, 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 reappointed as Secretarial Auditors of the Company to conduct the secretarial audit of the Company for the financial year 2022-23. The Secretarial Audit Report for the financial year 2022-23 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 2022-23 on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, shall be obtained from M/s Vinod Kothari & Company, Practicing Company Secretaries and shall be placed on the website of the Company and 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, 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. Over the years, your Company has adopted ESG framework in the organisation through its mission, strategy, goals, values etc and believes in communicating its ESG performance in a transparent manner. In addition to statutory requirement for publishing Business Responsibility Report, your Company had also published its maiden Interim ESG Report for H1 and Annual ESG Report for financial year 2021-22 and is publishing Annual ESG Report for 2022-23.

We are proud to publish our 1st Business Responsibility and Sustainability Report ("BRSR") 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 also 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 2023-24 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 2023 and state that:

a) in the preparation of the annual accounts for the financial year ended 31 March 2023, 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 2023 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.

The detail of unclaimed dividends and their corresponding shares would become eligible for transfer to IEPF on the dates mentioned below:

Divided for the Year

Type of Dividend

Dividend per share (Rs.) Date of declaration

Due date of transfer to IEPF

Unclaimed dividend as on 31 March 2023 (Rs.) Face Value of share on which dividend declared (Rs.)
2018-19 Interim dividend 5.00 29 October 2018

5 December 2025

50,145.00 10.00
2018-19 Final dividend 5.00 30 July 2019

31 August 2026

54,895.00 10.00
2019-20 Interim dividend 7.00 29 January 2020

3 March 2027

61,551.52 10.00
2019-20 Special Interim dividend 19.74 19 March 2020

25 May 2027

2,38,301.28 10.00
2019-20 Final dividend 7.00 30 July 2020

5 September 2027

57,711.00 10.00
2020-21 1st interim dividend 5.00 30 July 2020

4 September 2027

43,240.00 10.00
2020-21 2nd interim dividend 5.00 29 October 2020

3 December 2027

38,489.00 10.00
2020-21 3rd interim dividend 7.50 29 January 2021

4 March 2028

63,034.50 10.00
2020-21 Final dividend 1.50 29 July 2021

1 September 2028

78,766.00 2.00
2021-22 1st interim dividend 1.50 29 July 2021

3 September 2028

68,205.50 2.00
2021-22 2nd interim dividend 1.50 27 October 2021

30 November 2028

84,211.50 2.00
2021-22 3rd interim dividend 1.50 27 January 2022

7 March 2029

83,125.76 2.00
2021-22 Final dividend 1.50 2 August 2022

3 September 2029

1,17,121.82 2.00
2022-23 1st interim dividend 1.50 2 August 2022

3 September 2029

1,31,844.23 2.00
2022-23 2nd interim dividend 1.50 27 October 2022

28 November 2029

1,02,058.90 2.00
2022-23 3rd interim dividend 1.50 24 January 2023

26 February 2030

79,756.97* 2.00

^unclaimed as on 17 May 2023. The Company has issued demand draft to the shareholders, whose banking detail were not updated. The said amount shall be adjusted accordingly for demand drafts which will remain uncashed, if any, after completion of three months from its issue date.

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 2022-23 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 alongwith 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 47.67 lacs KWh electricity through renewable energy. The Companys total solar capacity is 3.23 MW. The Company is addressing 100% power requirements of its two major manufacturing units of Jaipur through renewable energy.

• Electrical Vehicle

Towards reduction of carbon footprint, the Company has distributed 100 electric scooters, during the year, to its employees for their commute. The Company has distributed 184 electric scooters in total, including this years distribution, for employees commute. The Company is using one electric car for its routine transportation.

• Green Building

Our manufacturing unit at the Special Economic Zone (SEZ) in Jaipur, Rajasthan, is a LEED Platinum certified building.

• Water Management

We have rainwater harvesting structures of 6100 KL of water across all units of the Company. The Company recycle 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 are underground tanks at our manufacturing units with a total capacity to hold 500 KL rain water.

• Bio-diversity

We have accelerated efforts to enhance the green coverage at our plants and surroundings. During the year, we planted ~1400 trees, taking our cumulative plantation to over 7,000 trees. In order to promote biodiversity in Rajasthan, we initiated a multilayer 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 align 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:

During the year, your Company has incurred Rs.45 lacs to procure electric vehicles.

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) SISMA LM-D180 Laser welding - The machine is used specially for laser welding process in Platinum, Silver and Gold metal.

b) Gold fiber laser cutting machine SW-FLC- GOLD - The machine is used for laser cutting and engraving process in Gold, Silver and Brass.

c) Electroplating Plant Walter Lemmen - Fully automatic system controlling the timer, voltage, water quality and electrolytes level. Plating tanks are made with special PP-N material.

d) Muffle furnace: The outer casing is made of mild steel sheet, and powder coated. Heating element are made of KANTHAL A-1 wire and backed by high temperature ceramic wool insulation, which avoids loss of energy.

(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, product, save energy and reduce cost.

(iii) Imported technology: The Company has imported Electroplating Plant Walter Lemmen, SISMA LM- D180 Laser welding and Gold fiber laser cutting machine, 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 during the year under review is as under:

Sr. No. Particulars

Rs. in lacs

1. Foreign exchange earnings

56,429.60

2. Foreign exchange used

15,815.07

ACKNOWLEDGEMENT

Your Directors acknowledge with gratitude and wish to place on record its appreciation for the dedication and commitment of the Companys employees at all levels which has 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 look forward to have 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 safe, healthy, and Happy!

For and on behalf of the Board of Directors

Harsh Bahadur

Chairman

DIN:00724826

Place: Delhi

Date: 17 May 2023