ECONOMIC OUTLOOK OF ADDRESSABLE MARKETS
In this section, we provide an analysis of the economic and market conditions over the past fiscal year across our primary addressable markets. The market dynamics vary significantly across the markets – US, UK, and Germany – each presenting a distinct economic scenario.
United States: The world economic growth for _ _ was driven by a strong _._% GDP growth in the US, supported by moderating inflation, robust consumer spending on the back of a strong labour market, and government spending. Share of e-com sales to overall retail sales has reached >_.>% vs >?. % in _ __. This helped us drive revenue growth in the US. However, after the imposition of tariffs by the US and consequent countermeasures by other countries impacted consumer confidence, which plummeted to __._ points in March _ _?, the lowest since January _ _>. This may impact digital retail industry for some time, however, we believe it to be a transient phenomenon and a trade deal will help vertically integrated retailers like us.
United Kingdom: The UK economy grew by ._% in _ _ , better than the . % growth it achieved in _ __. In fact, by dodging the fears of negative growth, Britain became the fastest-growing large economy in Europe for the December _ _ quarter. Still, headwinds in terms of weak demand and a slowdown fear in global trade remain. Consumer confidence in the UK increased in March _ _? for the second consecutive month, however, it remains under the long-term average after the new government increased taxes to meet public spending. The inflation rate for the period ending March _ _? stood at _._%, down from _._% in March _ _ , but still above the Bank of Englands inflation target of _%. The UK retail industry continues to face a challenging environment, with growth held back by economic uncertainty and cautious consumer spending. While there have been moments of improvement, a consistent recovery will depend on overall economic stability and a rebound in consumer confidence.
Germany: We are pleased to report sustained sales growth and market share gains in the German market which we reentered years ago. Strategic investments across major TV networks and digital platforms resulted in improved market penetration, increased revenue, and market share gains. Although the German economy is facing some headwinds, we continued our growth momentum in Germany with _>% YoY growth while gaining market share from well-established players. We achieved EBITDA breakeven during second half of the fiscal year – in line with our previous guidance. We believe that Germany will begin to contribute to the Groups bottom line from FY__ onwards.
Source: https://www.reuters.com/markets/us/us-consumer-confidence-deteriorates-further-march-2025-03-25/#:~:text=The%20decline%20in%20consumer%20 sentiment,the%20index%20sliding%20to%2094.0.
https://www.reuters.com/world/uk/uk-consumer-morale-inches-up-three-month-high-march-gfk-says-2025-03-21/ https://www.ons.gov.uk/economy/inflationandpriceindices/bulletins/ consumerpriceinflation/march2025 https://m.economictimes.com/news/international/world-news/german-retail-sales-rise-but-import-prices-cloud-outlook/articleshow/119797457.cms
INDUSTRY OVERVIEW
A. Digital Retail
The global e-commerce market size reached $__._ trillion in _ _ . The IMARC groups report expects this market to reach $_> .? trillion by _ __, at a CAGR of __%. Increased internet penetration and smartphone usage across the globe, changing consumer preferences, and innovation led ever-evolving digital payments are the main drivers behind this trend. Additional market trends, including personalised and improving shopping experience, the integration of AI, VR, and AR, and the rise of social and video commerce, further enhance the potential of digital retail.
Online sales mix trend (as a % to total retail sales)
At VGL, we are steadily building a stronger digital foundation to support our long-term growth ambition. We have made focussed investments across our proprietary website, mobile applications, smart TVs, and OTT platforms to better engage with customers wherever they want to shop. Owing to our strong backward integration, we can quickly adapt to changing consumer preferences and bring relevant products to market faster. We continue to enhance customer experiences by upgrading our interfaces, CRM systems, and shopping platforms. We are also leveraging advanced technologies like Artificial Intelligence (AI) and predictive modelling. AI is helping us in multiple ways – from acquiring and retaining customers more efficiently to improving viewer engagement through smarter product scheduling (currently in Beta testing). Our AI-driven content tools are helping us scale ad creatives, write product descriptions, and optimise website content, thus boosting our digital visibility and SEO. We have also begun using AI to analyse our legacy product data to curate gemstone and jewellery assortments that matches trends and inventory availability. One such initiative is the Gemstone Inventory Planner, which enables us to identify high-performing product options from past data, based on current stock levels.
To further improve customer service, we have rolled out an AI-enabled chatbot that offers real-time assistance across our digital channels. Additionally, we have introduced a ‘Voice of Customer (VoC) platform that captures feedback across touchpoints- email, SMS, website, and social media. On the technology side, we upgraded our backend systems by moving to cloud-native architecture and improving API integrations, enabling faster, more reliable performance. Our digital marketing strategy has become more data-driven, leveraging tools such as SEO, SEM, email, social media, and affiliate marketing. We are moving all our retail units to Klaviyo and Attentive to enhance our email, SMS, and push campaigns through better segmentation and customer targeting.
All these efforts reflect our focus towards ‘Digital-First and are aimed at improving customer satisfaction, driving repeat purchases, optimising marketing spends, and unlocking growth opportunities.
Source: https://www.imarcgroup.com/e-commerce-market
B. Teleshopping
The global teleshopping market, valued at $ _._ billion in _ _ , is projected to reach $? .__ billion by _ _ . The growth is primarily driven by the increasing number of television sets as well as increasing internet penetration that enables consumers to access teleshopping via platforms like smart TVs. Consumers prefer teleshopping for the convenience it offers- ‘the comfort of shopping from home. Technological advancements like High-Definition broadcasting, interactive TV features, and easy payment solutions have significantly improved customer engagement and satisfaction. VGL Group is leveraging data analytics and customer insights to tailor the content and product offering- aligning with the evolving preferences and needs of customers. Our TV networks now reach >__ million households across US, UK and Germany. Our unique customer base stands at _,> , , which is up _>% year-over-year and the highest ever for VGL Group.
TAM (Total Addressable Market) of $20 billion in high-potential E-tailing markets
| Immediate Addressable Market Size | |
| US | c. $> ->? Bn |
| UK | c. $_.? Bn |
| Germany & Austria | c. $_ Bn |
Growth Drivers
Favourable Demographics: Baby boomers are the largest generation in Europe and make up __% of households in United States. Baby Boomers and Gen-X shoppers, who are often empty nesters, and the main target customers for teleshopping, hold _ % of US disposable income and spend ~$? _ billion in a year. Further, the research shows that Baby Boomers are also catching up with the latest technologies, and today __% of Baby Boomers in US prefer digital wallets over traditional methods of transferring money.
Tech-Led Customer Experience Transformation: High-definition and ultra-high-definition broadcasts have significantly enhanced the viewing experience, making teleshopping more engaging for consumers. The use of AI and machine learning is further elevating E-com shopping journey through personalised product recommendations, smarter targeting, and customer segmentation. AI is also being used in scheduling of TV shows, demand forecasting, and inventory planning, thus enabling data-driven decisions that improve efficiency and responsiveness. Additionally, the growing penetration of smart TVs with built-in internet connectivity is enabling interactive shopping experiences, bridging the gap between content and commerce.
The Power of Convenience: Convenience continues to be a key driver of shopping behaviour, supported by rising disposable incomes and the deepening penetration of digital commerce. Consumers increasingly value the ability to shop from the comfort of their homes, without time or location constraints. This preference for ease and accessibility is expected to further support the growth of TV shopping as a trusted and convenient retail channel.
Expanding Payment Ecosystem: A broader and more secure digital payment infrastructure is boosting customer confidence and adoption. From e-wallets and to BNPL (Buy Now, Pay Later) and card-based options, diverse payment methods are facilitating seamless checkouts. This has removed friction points in the shopping journey, making teleshopping and E-com accessible and appealing to a wider audience.
Rise of Over-the-Air (OTA) Viewing: While Pay-TV and cable TV subscriptions in the U.S. remain sizeable, the industry continues to witness a steady decline. Since _ > , cable and satellite providers have lost over _ million subscribers, and more customers are projected to cut the cord in future. Even among traditionally loyal demographics such as Baby Boomers (aged _?+), the share of those watching traditional TV has declined modestly – from __% in _ >? to _>% currently. This drop is relatively minor when compared to the sharp declines seen in younger age groups: among those aged >_–__, traditional TV viewership has dropped from _?% to _ %, and in the _ – _ age group, from __% to _%. According to Nielsens TV universe estimates for _ __-_ , the U.S. has approximately >_? million TV households of these, ~__ million are Over-the-Air (OTA) households.
Recognising this shift in viewing patterns, we have significantly expanded our reach into OTA households while continuing to serve our loyal Pay-TV audience. Over the past decade, our OTA footprint has grown from just > million households in _ >_ to approximately >_ million by _ _?. Currently, Shop LC (U.S.) is also accessible in around ? million full-power OTA households and >_ million low power OTA households.
This continued expansion into OTA distribution presents substantial growth potential, offering high customer visibility, higher propensity to buy, and stronger customer lifetime value.
Over-The-Top (OTT) platforms: As per IMARC projections, the_ global OTT market size_ reached $?_?._ billion in _ _ and will reach $_,_ >._ billion by _ __, at a CAGR of ~__%. By the end of _ _ , there were _ _.? million OTT subscribers in United States. By the end of _ __, this number is expected to jump to _? million people. US boasts a robust digital infrastructure that continues to drive demand for Over-the-Top (OTT) content consumption. Internet-connected video devices are expected to surpass traditional media streaming devices in penetration, creating a significant opportunity for omni-channel and digital first retail businesses like ours. This shift reflects broader consumer trends towards on-demand, cross-device viewing experiences.
At VGL, we are strategically investing in OTT platforms as a core part of omni-channel sales strategy. These investments are already delivering tangible outcomes, contributing to consistent growth in both revenue and new customer acquisition. As OTT viewership continues to rise, our presence on these platforms positions us well to reach wider audiences, especially digital-native consumers.
C. Proprietary Web Platforms
VGL Group is sustaining its investment in enhancing proprietary digital platforms, namely, our websites and mobile applications. These platforms, supported by a robust and modern IT infrastructure, are critical for customer acquisition and retention. We deploy latest techniques, like targeted feature updates, user interface improvements, and functionality enhancements. These ongoing investments in our owned digital infrastructure are expected to generate scalable growth, create significant operational synergies with our established TV channels, and ultimately helping us achieve market leading growth.
BUSINESS OVERVIEW
Established in >__ , Vaibhav Global Limited (VGL Group) is a story of strategic evolution and disciplined growth. Today, VGL Group has grown into a successful, vertically integrated omni-channel digital retailer of fashion jewellery and lifestyle products. VGL operates its proprietary TV home shopping channels – Shop LC in the US, Shop TJC & Ideal World in the UK, and Shop LC in Germany – reaching over >__ million households. VGL also operates through its proprietary websites, mobile applications, OTT platforms and other digital means and supplement the TV business.
Flywheel: Journey from being good to great
Our journey from ‘Good to Great is anchored in our R strategy and a strong flywheel effect. As a digital retailer focussed on value, we attract price-conscious customers through TV and Digital Channels by offering quality and affordability. This drives customer acquisition and repeat purchases. Alongside value, we prioritise a seamless customer experience across touchpoints. Our mid-day meals programme – ‘your purchase feeds... along with other ESG projects, strengthens our commitment to being a responsible corporate citizen. This enhances trust and loyalty among socially-aware consumers- further fuelling our ‘Growth Flywheel and keeping it moving.
KEY STRENGTHS
Omni-Channel Presence
Our omni-channel approach helps us connect better with customers and unlock growth across platforms. We reach around >__ million households through our proprietary TV channels, OTA networks, and digital platforms. This wide presence not only gives customers a seamless shopping experience but also helps us drive higher spending per customer, repeat buying, improved retention rates and resultant increased customer lifetime value.
A Curated Mix of Two Product Pools
VGLs B_C revenue is predominantly driven by fashion jewellery and gemstones, which constitute approximately __% of our sales. We continuously enhance our product portfolio by introducing approximately > , ->?, new jewellery designs each year, leveraging our in-house sourcing team, in-house team of designers, extensive design bank, and vertically integrated manufacturing capabilities. We are quick to respond to trends. For instance, owing to the shift in consumer demand towards lab-grown diamonds, we successfully scaled our offerings within record time. The contribution of lab-grown diamond sales has risen to c._% of B_C sales, up from less than .?% a year ago.
The remaining portion of sales is derived from an expanding portfolio of lifestyle products like home d?cor, beauty care, hair care, apparel, and accessories. The lifestyle segment, currently comprising more than ?, unique SKUs, is steadily gaining traction, enhancing customer engagement and diversifying revenue stream. A globally spread sourcing base along with an experienced team of buyer, lifestyle products have now become a major revenue contributor with >/_rd of B_C revenue accruing from these products. Our USP is built on delivering exceptional customer value through cost-effective and high-quality products.
Vertically Integrated Supply Chain
VGL stands out uniquely in its peer group owing to its well-established supply chain comprising in-house manufacturing capabilities and a globally spread sourcing network. We produce our fashion jewellery in-house, which gives us better control over quality, better margins and supplychain. For our expanding lifestyle products, we work closely with trusted third-party suppliers. This hybrid model allows us to stay agile and scale efficiently as market demands shift. We source products from more than _ countries across India, China, Asia-Pacific, Africa, Europe, and Latin America. This global spread, along with our vertical integration, helps us capture a larger share of the value chain, helping us achieve industry leading gross margins of _ %+ and translating into impressive operating performance and healthy return ratios.
In-House Brands and Innovation Focussed
We have streamlined our in-house brand portfolio from __ to >_ for better focus and improved performance. These brands now contribute around __% of our total B_C revenue, and we aim to take this up to ? % by FY__. The plan is to grow selectively, backing the right brands and using a clear brand matrix to guide decisions. We are also working on improving repeat purchases and customer retention by aligning each brand with a distinct identity that builds deeper connections. Alongside this, we continue to explore inorganic opportunities – Rachel Galley and Mindful Souls being two key examples.
We see innovation as a key driver of our growth and success. To nurture this culture, we have launched multiple programmes like the Idea Lab, Innov_ portal, and a Process Innovation suggestion scheme that encourage fresh thinking across our products and operations. Innovation is at the heart of who we are. Through our global innovation and search program, we actively crowdsource ideas – not just from our employees but also from customers and other external parties. So far, this has led to _ design patents for the Hanabi Cut Ring, Triangular Bead Spinner, and Arthritis Ring. As we look ahead, we stay focussed on driving meaningful innovation and building for long-term, sustainable progress.
FY25 IN BRIEF
FY_? marked a year of steady growth and operational consolidation, despite a backdrop of macroeconomic uncertainties. We delivered healthy financial performance with improved revenue, profitability, and continued investments in long-term growth levers, like strengthening digital, and cautiously onboarding new but profitable television networks.
Group revenue for the year reached _,__ crore, up >>% from _, > crore in FY_ , supported by strong execution across geographies and channels. Our unique supply chain model – combining in-house manufacturing with a global sourcing base remained a key competitive advantage for us, helping to maintain gross margins way above _ %.
Both of our acquired businesses (Ideal World and Mindful Souls) have also contributed meaningfully to this performance. Ideal World posted _ consecutive quarters of EBITDA profitability in H_ FY_?. Its integration with UK operations has been smooth, aided by a leaner cost structure and shared infrastructure. Mindful Souls maintained a steady pace with a PBT margin of c._% and over >, _, unique customers. We are also selling single-item products to attract new customers at a much lower acquisition cost. We continue to see cross-business synergies from supply chain efficiencies, digital expertise and product innovation within the Group.
In the US, retail sales are gradually recovering, driven by favourable consumer sentiment. In the UK, while inflationary pressures have eased and mortgage rates have stabilised, consumers remain cautious, resulting in only a marginal recovery in overall demand. We are refining our offerings to better align with consumer demands. In Germany, our growth trajectory was maintained in FY_?, achieving annual revenues of €__ million, reflecting a _>% year-over-year growth. We continue to strengthen our customer base using the R framework – Reach, Registration & Acquisition, Retention, and Repeat. By the end of FY_?, our TV network reached >__ million households. Our total unique customer base reached a new high of _,> , , which is up _>% vs FY_ . Even after excluding acquisitions, unique customers base grew _% year-over-year. New customer additions stood at .> lakh, and our retention rate improved significantly to % vs __% in FY_ . The average number of pieces purchased per customer on a trailing >_-month basis was __ pieces per customer.
FY25 PERFORMANCE OF IDEAL WORLD
RETAIL OPERATIONS a. United States
Our US operations showed consistent improvement in performance with strong underlying economic growth and consumer confidence in the earlier part of the fiscal year. We refined our airtime strategies to align with changing consumer behaviours, tweaking broadcasting schedules to capitalise on peak demand periods. However, the US market started to face some pressure from January-_ _? onwards due to macro uncertainties. Our proactive supply chain strategy, which included shipping advance inventory (in anticipation of tariff issue), allowed us to cater to the consumer demand without disruption. Overall, the US business grew modestly by
_% YoY, reflecting market share gains for us even in a cautious consumer environment.
b. United Kingdom
The UK economy continued to be weighed down by the cost-of-living crisis through FY_?, with inflation easing only gradually and wage growth unable to fully offset household cost pressures. As a result, consumer sentiment remained subdued and discretionary spending stayed under pressure, especially in the latter half of the year. This cautious environment had a visible impact on our core UK operations. Despite these headwinds, our dual-brand strategy helped balance overall performance. Ideal World continued its growth trajectory and achieved EBITDA profitability in the second half, supported by efficient sourcing and a lean cost structure. We continue to fine-tune airtime allocation and product mix across both channels to better align with consumer behaviour. Operational integration between Ideal World and TJC – across warehousing, studios, and teams has also created cost efficiencies. While the near-term outlook remains cautious, we are well-positioned to benefit once demand picks up.
c. Germany
Germany continues to be one of our fastest-growing markets, with strong sales momentum and rising market share. Now in its th year of operations, this business has expanded our Groups addressable market by about _ %. Monthly revenues crossed €_.> million, with gross margins consistently above _ %. Strategic investments in TV networks and digital platforms have paid off well, helping us reach __ million households with a _?% penetration rate. Digital now contributes _ % to Germanys revenue, reinforcing our omni-channel strategy. We are especially pleased to report EBITDA breakeven in the second half of the fiscal year, marking a major milestone. With this progress, Germany is firmly on track to achieve EBITDA-level profitability in FY__. The speed of turnaround has been encouraging and reflects our learnings in US and UK.
Revenue Mix by Geography
Revenue Mix by Format improve accessibility and also made it easier for customers to shop more often.
OPERATIONAL & FINANCIAL OVERVIEW
Key Highlights
Live 24/7 TV Shopping Network
At the end of FY_?, our TV networks reached approximately >__ million TV homes across the US, UK, and Germany, through a combination of cable, satellite, telco networks, and over-the-air (OTA) antenna platforms. This extensive reach remains a key pillar of our customer acquisition strategy. TV sales contributed around ?_% of total B_C revenue, with an annual sales volume of ?._ million pieces. The average selling price stood at $__, reflecting a healthy product mix and continued customer preference for our value-driven offerings. Our _ /_ live broadcasting model allows us to engage customers at scale while maintaining a curated and interactive shopping experience.
Digital Sales
In FY_?, our digital channels continued to gain momentum, contributing >% to the B_C revenue. This includes sales through mobile applications, live TV streaming on websites, third-party marketplaces, and social media platforms.. Digital continues to benefit from our sustained investments in technology, content, and marketing. Revenue from digital grew by >?% year-over-year, reflecting both higher customer engagement and improved conversion across platforms. We remain on track to achieve our target of ? % digital revenue share by FY__, supported by ongoing enhancements in user experience, personalisation, and omnichannel capabilities. Digital sales volume stood at ._ million pieces, compared to ._ million pieces in FY_ , with an average selling price of $_>._, up from $_ .> in FY_ .
B2B Sales
Our B_B revenue stood at >__ crore in FY_?, up from >__ crore in FY_ , marking a growth of _>% year-over-year. While this is a healthy increase, B_B continues to be a non-core and opportunistic part of our business. We engage in B_B to stay aligned with evolving jewellery trends and to keep pace with advancements in manufacturing technologies. This also allows us to ensure efficient operations and optimum utilisation of our manufacturing capacities. In light of ongoing macro disruptions and the broader China+> strategy, we remain open to selectively expanding our B_B reach where it complements our strengths.
FINANCIAL PERFORMANCE
Total Revenue
FY_? was a strong year for us. We closed the year with _,__ crore in revenue, up from _, > crore last year, an >>% growth despite a fairly volatile macro environment. Growth came across markets, though at different paces. The US and UK grew modestly in local currency terms, while Germany continued to scale well, clocking a _>% growth. Germanys momentum has been particularly encouraging and is starting to add meaningful weight to the overall business.
EBITDA
We reported _>_ crore EBITDA for the year, with a margin of _. %. While margins dipped slightly versus last years _._%, the absolute EBITDA improved by _%. This was largely due to ongoing investments in digital marketing, lower profitability in UK, which was though partially offset by operational efficiencies. With Germany and Ideal World turning the corner, we expect EBITDA margins to improve from FY__ onwards.
Profit After Tax
Our PAT for the year stood at >?_ crore, up _>% year-over-year. This growth reflects improved operating performance- steady gross margins, cost efficiency measures. Notably, Germanys financial performance improved meaningfully with EBITDA breakeven in both Q_ and Q , thus reducing the drag it had on consolidated profits in prior years. The contribution from Ideal World also supported EBITDA
growth. Overall, we are moving toward more balanced earnings mix across regions, which should help smoothen profitability further in FY__ and onwards.
Operating Cash Flows, Free Cash Flows and Dividends
FY_? was another year of strong cash generation for us. We closed the year with >__ crore in operating cash flow and >__ crore in free cash flow, even after stepping up investments in strengthening the digital. We have stayed disciplined on capital allocation, and that has helped us maintain a solid net cash position of >_ crore as of March _>, _ _?. The dividend payout for the year came at _?% of our earnings. We believe this strikes the right balance between rewarding shareholders and continuing to invest in the business for future growth.
KEY FINANCIAL RATIOS
Standalone
SWOT ANALYSIS
Strengths
Omni-Channel Presence
We have built a strong presence across multiple platforms – our own TV channels, websites, mobile apps, social media, and third-party marketplaces. This mix helps us stay connected with customers wherever they choose to shop.
Vertically Integrated Supply Chain
Our supply chain model gives us flexibility and control. With both in-house manufacturing and global sourcing, we can navigate quickly, manage costs better, and stay resilient even when supply conditions change.
Customer Value Proposition
Our pricing remains one of the most competitive in the market. We offer great value (with the lowest possible average selling price (ASP) in the market) without compromising on quality.
In-House Manufacturing
Having our own production setup helps us stay nimble. We can respond to trends faster and bring new designs to market without long lead times.
Sustainability Focus
We are committed to doing business the right way – whether it is through clean energy use, meal donations, or reducing our carbon footprint. These actions not only benefit the environment but also align with the growing expectations of our customers and stakeholders.
Budget Pay
Our Budget Pay plan remains a preferred choice among customers, contributing nearly __% to our B_C sales in FY_?. The plan enables greater purchasing flexibility, allowing customers to shop with ease and convenience.
Robust IT Infrastructure
We have made significant investments in strengthening our IT infrastructure, integrating advanced technologies such as AI, automation, and smart systems across our operations. These investments support efficient inventory planning, streamline order processing, enhance customer service, and improve data-driven decision-making. By building a scalable and agile technology backbone, we are better equipped to respond to market shifts, personalise customer experiences, and drive operational excellence across our value chain.
Strong Management and Governance
We are guided by a professional leadership team and an independent Board, with trusted auditors ensuring everything stays on track. High levels of Corporate Governance are embedded deeply in our operations.
Scalability and Expansion
Our business model is designed to scale. Whether it is entering a new country or expanding a product line, the systems are in place to grow without needing to rebuild the system. This scalability enables us to respond quickly to new opportunities, replicate successful models across geographies, and efficiently manage expansion while maintaining operational consistency and cost-effectiveness.
Strategic Product Mix
Our product portfolio is carefully curated to cater to a wide range of customer preferences-from fashion jewellery to premium collections and lifestyle products. This balanced mix allows us to address diverse consumer needs, enhance customer loyalty, and drive higher engagement across segments and price points..
Effective Human Capital Management
We work hard to attract and keep good people. Training, engagement, and a strong work culture help us build teams that stay and perform.
Customer-Centric Approach
We place strong emphasis on attracting, developing, and retaining talent. Through structured training programmes, employee engagement initiatives, and a culture built on trust and collaboration, we aim to foster high-performing teams. Our focus on people development not only supports individual growth but also contributes to long-term organisational success.
Weaknesses
Dependency on Technology
As a technology-driven business, we remain exposed to risks such as system outages, technical glitches, or cyberattacks. Even brief disruptions can affect operational continuity and impact the overall customer experience. While we continue to invest in strengthening our IT resilience and cybersecurity frameworks, this remains an area of ongoing vigilance.
High Return Rates
Returns are an inherent aspect of the teleshopping and e-commerce business models. However, they carry additional costs related to reverse logistics, restocking, and quality checks. Managing return rates effectively remains a key focus area as we work to optimise our supply chain and enhance customer satisfaction through better product information and sizing tools.
Regulatory Challenges
Operating across multiple geographies requires us to navigate a complex and evolving regulatory landscape, including laws related to data privacy, e-commerce, taxation, and consumer protection. Ensuring compliance across jurisdictions demands continuous monitoring, dedicated resources, and regular updates to our internal processes and systems.
Opportunities
Increasing Customer Life Time Value (LTV)
We continue to see strong potential in increasing LTV by converting single-channel customers into multi-channel shoppers. Customers who engage across multiple platforms – TV, web, mobile app, OTT, and social commerce – tend to shop more frequently and spend more over time. Targeted, personalised communication further helps accelerate this shift.
Technology-Driven Engagement
Emerging technologies such as AI, machine learning, and augmented reality offer opportunities to personalise the customer journey, improve recommendations, and enable immersive shopping tools like virtual try-ons. At VGL, we are actively leveraging these technologies. Our AI-driven recommendation engines and CRM systems are already helping improve conversion rates and repeat purchases. These innovations can help boost conversion rates and customer satisfaction.
Digital Acceleration
With digital sales now accounting for >% of B_C revenue, growing customer adoption of digital platforms presents a significant opportunity. We are investing in mobile apps, smart TV integrations, live-streaming commerce, and social media platforms to enhance the digital shopping experience and tap into newer customer cohorts, like Gen Z and Millennials.
Product Diversification
We continue to diversify our product portfolio, with a focus on launching exclusive, high-margin, and trend-aligned items. For instance, Lab Grown Diamonds have been performing well and show strong potential. We see opportunities to build on this success by expanding into similar high-potential categories that align with our in-house brands and customer base.
Threats
Cybersecurity Risks
As digital commerce grows, so does the risk of cyber threats. We prioritise data security through robust systems, regular assessments, and advanced threat detection tools. We are constantly investing in security to protect customer data and avoid any disruptions.
Regulatory Changes
The regulatory landscape for online retail, data privacy, and consumer protection continues to evolve rapidly across our markets. Adapting to these changes may lead to additional compliance costs or operational adjustments. We closely monitor developments to ensure timely alignment with applicable laws and minimise business disruption.
Intense Competition
We operate in a highly competitive industry, where pricing pressures and rising customer acquisition costs are ongoing challenges. To stay ahead, we continually focus on innovation, strengthening our value proposition, and enhancing customer experience across channels.
Broader Macro Events
With operations across multiple geographies, we remain exposed to global macro events such as political instability, trade policy changes, extreme weather, and pandemics, all of which can disrupt sourcing and logistics. To mitigate such risks, we maintain a robust Business Continuity Plan (BCP) and a diversified supply chain strategy to ensure continuity in operations.
MANAGEMENT OUTLOOK
The modern retail landscape continues to shift, especially in digital commerce, and we are keeping pace by building on our strengths. Our omni-channel presence across TV, website, mobile applications, and OTT platforms is helping us stay visible and accessible to customers across our addressable markets. Both Ideal World and Mindful Souls have started contributing positively. Ideal World turned profitable at the EBITDA level in the second half of the year and is showing good momentum. Mindful Souls is also doing well with strong margins and a loyal customer base. These businesses are helping us widen our customer base and improve overall profitability.
We are seeing continued growth in our digital business. Digital contributed >% of total B_C revenue in FY_?, and we are moving steadily towards our target of ? % by FY__. Improving the mobile experience, strengthening our digital infrastructure, and investing in the right platforms will remain our priorities.
Our lifestyle product range and in-house brands are also expected to play a larger role going ahead. Lifestyle now contributes __% of retail sales, and we are aiming to take this to ? % in the medium term. In-house brands are also scaling well, and our goal is to raise their contribution to ? % of revenue by FY__. A structured plan around branding, positioning, and retention is already in place.
We continue to engage in B_B in a selective way. It is not core to our model, but it helps us stay in touch with jewellery trends and ensures better utilisation of our manufacturing setup when there is spare capacity. Given the current global disruptions and the shift toward a China+> sourcing approach, we see potential opportunities to expand our B_B presence.
On sustainability, we crossed the > million meals mark under our ‘your purchase feeds…. programme. Our India manufacturing units are running fully on solar power along with _ units in US and > unit each in UK and Germany also operating on renewable energy. These steps bring us closer to our goal of being carbon-neutral on Scope > and _ emissions by FY_>.
Looking ahead, we remain confident about our direction. With Germany expected to contribute to the bottom line and Ideal World continuing to gain traction, we are well positioned for healthy degree of operating leverage and strengthen overall profitability. These shifts, along with continued momentum in our core business, are expected to result in balanced earnings across our addressable markets. Our focus remains
HUMAN RESOURCE MANAGEMENT
People are at the core of how we grow and operate. Over the years, we have worked towards building teams with strong capabilities, not just increasing numbers. Our focus has been on improving ‘Talent Density– bringing in individuals who not only perform well, but also raise the level of the teams around them. This approach helps us stay sharp, move faster, and maintain a culture where performance is expected and supported.
We continue to invest in employee growth, well-being, and engagement. Our policies are built around fairness, equal opportunity, and transparency. Employee feedback is taken seriously and forms the basis of many of our initiatives. In FY_?, we ran several engagement programmes – town halls, training for managers, and leadership development workshops.
We have also strengthened our internal systems for ongoing dialogue and feedback. ‘VDot, our in-house app, allows anyone to give feedback or appreciation directly to colleagues across the organisation. Monthly >-_-> meetings, minuted through ‘Hono give structure to performance conversations and development tracking. Our annual goal-setting meetings continue to ensure alignment and clarity across teams.
We have adopted ideas from Humanocracy, which encourage decentralised decision-making and reduce unnecessary layers of control. This has helped teams work with more freedom and accountability. Our people practices have contributed to maintaining industrial harmony and recognition as a Great Place to Work? in India, the US, the UK, the Germany, and China.
As of _> March _ _?, we had _,? > employees across the Group. For further details, please refer to the Human Capital section of this report and our Annual ESG Report.
RISK MANAGEMENT
Risk management is an integral aspect of our business, integrated into critical functions, activities and processes. The Company has established a robust Integrated ‘Risk Management Framework which emphasises on risk identification, risk assessment, risk mitigation planning and actions, and monitoring at all levels. Our risk management framework is aligned with the globally recognised framework issued by the Committee of Sponsoring Organisations (COSO) to manage operational, financial, compliance and strategic risks.
Risk Management is embedded in the overall business strategy.Risksareidentifiedandevaluatedduringthebusiness planning phase, ensuring that objectives/goals are realistic and achievable. Strategic decisions (like expanding into new markets, business acquisition, launching a new business line) are made after performing detailed scenario analysis and stress testing. Risk appetite and tolerance thresholds are defined and embedded in decision-making processes to ensure that strategies align with acceptable risk levels.
For further details on risk management, kindly refer to ‘Risk Management and Internal Controls section of the Integrated Annual Report.
INTERNAL CONTROLS
Our organisational framework, with distinct authority levels andinternalprotocols,upholdsrigorouscorporategovernance standards. We have a robust internal control framework appropriate for the size and complexity of our operations. The internal control systems are designed to provide reasonable assurance with regard to recording and providing reliable financial and operational information, complying with applicable statutes, safeguarding assets from unauthorised use, executing transactions with proper authorisation and ensuring compliance with company policies.
Regular internal audits and management reviews are conducted to ensure the effectiveness of our internal controls. We maintain a comprehensive set of documented policies, guidelines, and procedures, supported by technologically advanced platforms to strengthen our Internal Financial Control (IFC) framework. We also have an application-based compliance management system to monitor compliance, aligning with our zero-tolerance policy and enhancing reporting efficiency.
Company has an inhouse Internal Audit Department and appointed PricewaterhouseCoopers Services LLP (PwC) who work in a co-sourced model to oversee and carry out internal audit. The audit is based on an internal audit plan, which is reviewed in consultation with the statutory auditors and approved by the audit committee. Internal audit is oriented towards coverage of all major functions and locations. The Audit Committee is regularly briefed on significant audit observations and corrective actions.
CAUTIONARY STATEMENT
Statements in the Management Discussion and Analysis, describing the Companys objectives, projections, estimates, expectations, or predictions, may be forward-looking statements within the meaning of applicable securities, laws and regulations. Actual results could differ materially from those either expressed or implied. Key factors influencing the Companys operations include but are not limited to, economic conditions impacting demand, supply and price conditions, fluctuations in raw material prices, changes in government regulations and tax policies, economic trends and other incidental factors.
Boards Report
To the Members,
Your Directors have pleasure in presenting the _fith Annual Report on the affairs of the Company, together with the Audited Financial Statements, for the Financial Year (‘FY) ended _> March _ _?.
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 _> March _ _? are as under:
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 _> March _ _?.
BUSINESS OVERVIEW
Vaibhav Global Limited (VGL) started in >__ and has gradually built itself into a vertically integrated, omni-channel retailer focused on fashion jewellery and lifestyle products. As of now, we reach around >__ million households through our TV channels, namely, Shop LC in the US, Shop TJC and Ideal World in the UK, and Shop LC in Germany. This is backed by our presence across digital platforms, including proprietary websites, mobile applications, OTT, and marketplaces.
The business works on a flywheel concept. We offer well-priced, good quality products through TV and digital. That helps bring in customers, and with a decent repeat and retention rates. This cycle improves engagement and overall customer lifetime value. Our purpose-led mid-day meals program- ‘Your Purchase Feeds… along with other ESG initiatives also add to brand goodwill and retention.
Our reach across both TV and digital is one of our key strengths. We sell through two broad product categories- fashion jewellery and lifestyle. Fashion jewellery and gemstones makes up about __% of Groups revenue and is largely manufactured in-house, which helps us command industry leading margins and manage supply chain efficiently. Lifestyle products are sourced through in-house sourcing base spread across _ + countries. This setup lets us balance control and flexibility. It also results in generating healthy gross margins (_ %+) and contributes to consistent return ratios.
An asset-light business with a strong cash flow generation is what defines our unique business model. Our business generates steady free cashflows. This keeps the balance sheet lean and gives us the flexibility to invest in growth avenues where needed.
DIVIDEND
The Board of Directors of your company recommended a final dividend of >.? /- per equity share (having face value of _/- each (@_?%) for the financial year _ _ -_? for the approval of shareholders at the ensuing _fith Annual General Meeting (AGM). The final dividend, if approved at the ensuing AGM, will be paid to those members who will be the members of the Company on the record date i.e. Saturday, __ June _ _?.
Apart from above, during the year _ _ -_?, the Board has declared and paid the following interim dividends:
The dividend pay-out for FY _ _ -_? would be __._?/- 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 _A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, _ >? (‘SEBI (LODR) Regulations) is available on the Companys website at https:// www.vaibhavglobal.com/code-policies
TRANSFER TO RESERVE
The Board of Directors decided to retain the entire amount of profits for FY _ _ -_? 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) A uthorised 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 _,__,_ _ equity shares of _/- each to eligible employees under various employees benefit plans through Vaibhav Global Employee Stock Option Welfare Trust. Consequently, the paid-up share capital of the Company has increased from __,>_,__, _ (divided into >_,?_, _,__ equity shares of _/- each) to
__,_?,_ ,>_ (divided into >_,__,__, __ equity shares of _/- 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) R estricted Stock Unit Plan-_ >_: The Company has granted _,__,___ stock units convertible into equal number of equity shares face value of _/- each to the eligible employees of the Company and its subsidiaries under ‘Vaibhav Global Limited, Restricted Stock Unit Plan-_ >_ (hereinafter referred to as ‘RSU-_ >_) during the year under review.
b) M anagement Stock Option Plan-_ _>: The Company has granted __,__ stock options convertible into equal number of equity shares face value of _/- each to the eligible employees of the Company and its subsidiaries under Vaibhav Global Limited, Management Stock Option Plan-_ _> (hereinafter referred to as ‘MSOP-_ _>) during the year under review.
c) E mployee Stock Option Plan-_ _>: The Company has granted _ ,? _ stock options convertible into equal number of equity shares face value of _/- each to the eligible employees of the Company and its subsidiaries under ‘Vaibhav Global Limited, Employee Stock Option Plan-_ _> (hereinafter referred to as ‘ESOP-_ _>) during the year under review.
d) E mployee Stock Options Plan (As Amended)-_ _: The Company has not granted any stock option under ‘Vaibhav Global Limited, Employees Stock Options Plan (As Amended)-_ _ (hereinafter referred to as ‘ESOP-_ _) during the year under review.
All employees benefit plans of the Company i.e. RSU-_ >_, MSOP-_ _>, ESOP-_ _> and ESOP-_ _, are in compliance with SEBI (Share based Employee Benefits and Sweat Equity Shares) Regulation, _ _> 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/shareholder_ communication/vgl_employee_benefit_scheme_disclosure . 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, _ _> will be made available during the _fith AGM.
CREDIT RATING:
During the year under review, CARE has upgraded the Companys credit rating for long-term/ short term bank facilities as CARE A+; Stable / CARE A> (Single A Plus; Outlook: Stable / A One), which denotes adequate degree of safety regarding timely servicing of financial obligations and carry low credit risk.
Further, ICRA has reaffirmed the rating as “A” for long term (Fund based) and A> 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:
As on _> March _ _?, Brett Enterprises Private Limited, holding _,__, >,>_> equity shares of _/- each and representing ??.__% of the total shareholding of the Company, is the holding Company of Vaibhav Global Limited.
B. Subsidiary Companies:
The Company has following subsidiaries and stepdown subsidiaries:
Subsidiaries a) V GL Retail Ventures Ltd., Mauritius, a > % of the Company, which in turn holds > % in Shop TJC Limited, UK. b) S TS Jewels Inc., USA, a > % subsidiary of the engaged in outsourcing gemstones & jewellery products primarily for the group. c) S TS Global Supply Limited, Hong Kong, a subsidiary of the Company, engaged in outsourcing jewellery and lifestyle products primarily for the group, which in turn holds > % in PT. STS Bali and STS (Guangzhou) Trading Limited. d) S TS Global Limited, Thailand, a > % subsidiary of Company,engagedinoutsourcingproductsforthegroup. e) S TS Global Limited, Japan, a > % subsidiary of Company,engagedinoutsourcingproductsforthegroup. f) S hop LC GmbH, Germany a > % subsidiary of
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) V aibhav Lifestyle Limited, India, a > % of the Company, engaged in manufacturing and export of garments.
Step-down Subsidiaries a) S hop TJC Limited, UK (a > % 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 _ x_ TV shopping channel and internet shopping website (www.tjc.co.uk) and also a mobile app in the UK. b) S hop LC Global Inc., USA (a > % 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 _ x_ TV shopping channel and internet shopping website (https://www. shoplc.com/) and also a mobile app in the US. c) P T. STS Bali, Indonesia (a > % subsidiary of STS Global
Supply Limited, Hong Kong), a wholly owned step-down subsidiary of the Company, engaged in outsourcing products for the group. d) S TS (Guangzhou) Trading Limited, China (a > % subsidiary of STS Global Supply Limited, Hong Kong), a wholly owned step-down subsidiary of the Company, engaged in the business of export and import trading primarily for the group. e) M indful Souls B.V., Netherlands (a > % subsidiary of Shop TJC Limited, UK), a wholly owned step-down subsidiary of the Company, engaged in subscription based online sales of fashion jewellery, gemstone, and lifestyle products through internet shopping website (www.mindfulsouls.com).
Change in Subsidiaries / Stepdown Subsidiaries:
During the year under review the Company diluted its entire investment in Encase Packaging Private Limited, a _ % subsidiary of the Company and Vaibhav Vistar Limited, a wholly-owned subsidiary of the Company.
There is no associate company within the meaning of Section _(_) of the Companies Act, _ >_ (hereinafter referred to as the the ‘Act). There have been no material changes in the nature of the business of the subsidiaries during the year under review. the
CONSOLIDATED FINANCIAL STATEMENTS
The consolidated financial statements of the Company and all the the subsidiaries forms a part of this Annual Report and have been prepared in accordance with Section >__(_) of the Act. Pursuant to Section >__ of the Act, the financial statements for the financial year ended _> March _ _? 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-> which also provides details of the performance and financial position of each of the subsidiaries is annexed as Annexure > to this report.
SHIFTING OF REGISTERED OFFICE WITHIN THE LOCAL LIMITS
During the year under review, the Board of Directors approved the shifting of Registered Office of the Company from “K-_B, Fateh Tiba, Adarsh Nagar, Jaipur – _ _ (Rajasthan)” to “E-__, EPIP, Sitapura Industrial Area, Jaipur – _ _ __ (Rajasthan)” within the local limits of Jaipur city and under the same jurisdiction of the Registrar of Companies, Jaipur. The shifting was carried out to enhance operational efficiency and streamline business functions.
DIRECTORS AND KEY MANAGERIAL PERSONNEL _KMP_
During the year under review, Mr. Sunil Goyal, Non-Executive Independent Director of the Company, has completed his second term as an Independent Director of the Company on _ March _ _?. The Board placed on record his invaluable contribution and guidance to the Company/Board during his tenure as board member.
Further, on the recommendation of Nomination Remuneration and Compensation Committee, the Board appointed Mr. Prakash Chandra Parwal as an Additional Director under the category of Non-Executive Independent Director w.e.f.
__ January _ _?, which was subsequently approved / regularised by shareholders through postal ballot resolution passed on _ March _ _?.
The shareholders of the Company, at _?th Annual General Meeting, has approved the re-appointment of Mr. Sanjeev Agrawal(DIN: ___ _)asadirector,liabletoretirebyrotation.
Pursuant to section >?_ of the Act, Mrs. Sheela Agarwal, Non-executive Director, who has been longest in the office, is liable to retire by rotation at the ensuing _fith Annual General Meeting. She is eligible for re-appointment and has offered herself 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 Mr. Jason Charles Goldberg as a Non-Executive Independent Director of the Company for the second term of five years from >_ October _ _? to >_ October _ _ subject to the approval of shareholders of the Company. In the opinion of the Board, he possesses adequate skill, knowledge, expertise, integrity and experience as determined by the Company being a Board Member and he fulfil the conditions of independence specified in the Act and the SEBI (LODR) Regulations and that he is independent of the management. Keeping in view of above, the Board has recommended his re-appointment as a Non-Executive Independent Director of the Company for the approval of shareholders in the ensuing _fith AGM.
Pursuant to the provisions of Section _ _ of the Act, Mr. Sunil Agrawal, Managing Director, Mr. Nitin Panwad, Group Chief Financial Officer and Mr. Yashasvi Pareek, Company Secretary are the Key Managerial Personnel (KMP) of the Company as on _> March _ _?. During the year Mr. Sushil Sharma resigned from the position of Company Secretary w.e.f. _ August _ _ , the Board places on record its appreciation for the valuable services rendered by him during his tenure. Subsequently, on the recommendation of Nomination Remuneration & Compensation Committee the Board has appointed Mr. Yashasvi Pareek as the Company Secretary of the Company w.e.f. __ January _ _?.
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 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 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 ( ) Board Meetings were convened and held, the details of which are given in the ‘Corporate Governance Report, forms a part of this Report. The interval between two consecutive meetings remained within the prescribed limit of one hundred twenty (>_ ) days. 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 _ _ -_?, 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 > _(_) of the Act, and Regulation >_(>)(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 of 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 >_? of the Act, the Board of Directors has constitutedaCorporateSocialResponsibility(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 containing projects and programs, which is available on Companys website at https:// www.vaibhavglobal.com/code-policies.
Your Company has spent a sum of __?.?? 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 >_ (_)(o) read with section >_?, inter-alia, contains composition of the CSR committee is annexed herewith as Annexure _, 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 Capital in Integrated Annual Report and Annual ESG Report.
AWARDS AND RECOGNITIONS
During the year under review, your Company has received the following awards and certifications:
>. Conferred with ‘IGJ Award _ _ by The Gems & Jewellery Export Promotion Council (GJEPC) under ‘Cut & Polished Colored Gemstones category for being highest exporter from India during FY _ __-__ & _ __-_ . Being a recipient of this award for past many years, this is a true reflection of VGLs global competitiveness and customers trust.
_. Conferred with ‘Environment Stewardship Award: Nature Conservation and Regeneration by the Jewellery World Awards (JWA) at Jewellery & Gem WORLD Hong Kong (JGW). This award highlights VGLs commitment to environmental conservation and sustainable practices.
_. Conferred with ‘Excellence in Sustainability / Climate Action Award by the Indo-American Chamber of Commerce (IACC) during ‘_ th Indo American Corporate Excellence conclave. The award was bestowed to VGL- recognizing its ESG stewardship, post an exhaustive evaluation by an independent jury of professionals.
. 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.
?. Recognised as one of the Top ? companies of India as ‘Indias Best WorkplacesTM _ _? under the ‘Manufacturing-Large category. This recognition, received for the _rd time, reflects VGLs commitment to promoting camaraderie, transparency, and instilling a great workplace environment.
_. Received ‘Combined ESG Rating __ (Strong) from ICRA ESG Ratings Limited. This rating recognises VGLs efforts to integrate Environmental, Social, and Governance (ESG) principles across its operations.
_. Conferred with ‘Distinguished Private Sector Organization for Innovation by the Global Innovation Institute. Selected from _,_ global applicants, this recognition highlights VGLs focus on building culture of product innovation that delivers tangible value to customers.
_. Conferred with ‘Best Technology Implementation of the Year at the fith Edition CIO Conclave & Awards _ _? organized by UBS Forums.
DEPOSITS
During the year under review, your Company has not accepted any deposit within the meaning of Section __ and _ of the Act, read with the Companies (Acceptance of Deposits) Rule, _ > . There are no outstanding deposits as on _> March _ _?.
PARTICULAR OF LOANS, GUARANTEES AND INVESTMENT
The details of loans, guarantees and investments covered under the provisions of Section >__ 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 >__(>) of the Act, in the prescribed form AOC-_ is annexed herewith as Annexure _.
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. 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 Company has instituted a robust internal control framework designed to ensure the proper safeguarding of assets, accuracy and completeness of accounting records, and the reliability of financial and operational information. This framework is further strengthened through regular internal audits, periodic reviews by the management, and well-documented policies, guidelines, and standard operating procedures.
A clearly defined organizational structure, with established authority levels and internal rules, governs the conduct of business transactions. These controls collectively support effective operational management and compliance with applicable statutory and regulatory requirements. The Company remains committed to maintaining and continuously improving its internal control systems.
The company has an in-house Internal Audit Department and appointed PricewaterhouseCoopers Services LLP (PwC) who work in a co-sourced model to oversee and carry out internal audit. The audit is based on an internal audit plan, which is reviewed in consultation with the statutory auditors and approved by the audit committee. Internal audit is oriented towards coverage of all major functions and locations. The Audit Committee is regularly briefed on significant audit observations and corrective actions.
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 the risk management policy of the Company. The 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. S tatutory Auditors
Pursuant to Section >__ of the Act, the shareholders at __rd AGM 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 > April _ __ to _> March _ __ and they shall hold office from the conclusion of __rd AGM till the conclusion of _fith AGM of the Company.
M/s B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number > >_ _W/W-> __), statutory auditors of the Company, have submitted Auditors Report on the financial statements (standalone and consolidated) of the Company for the financial year ended _> March _ _?, 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 _ of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, _ > , M/s. Mehta & Mehta, Practicing Company Secretaries, conducted the secretarial audit of the Company for the financial year _ _ -_?. The Secretarial Audit Report for the financial year _ _ -_? is attached herewith as Annexure . 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.
In light of the amended provisions of Regulation _ A of SEBI (LODR) Regulations, read with Section _ of the Act, the Board of Directors approved and recommended the Appointment of M/s. Mehta & Mehta, Company Secretaries (Firm registration no: P>___MH _? ), as secretarial auditors of the Company to hold office for a term of five consecutive years commencing from financial year _ _?-__ till financial year _ __-_ subject to the approval of shareholders in the ensuing _fith Annual General Meeting.
Annual Secretarial Compliance Report
A Secretarial Compliance Report, pursuant to regulation _ A of the SEBI (LODR) Regulations, for the financial year _ _ -_? on compliance of all applicable SEBI Regulations and circulars/ guidelines issued thereunder, has been obtained from M/s. Mehta & Mehta, Company Secretaries and the same has been 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 _ of the Act and Regulation _ A of the SEBI (LODR) Regulations.
C. Cost Audit
Maintenance of cost records as specified by the Central Government under sub-section (>) of section > _ 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 > _(>_) 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, _ >? (‘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
TheBoardofDirectorshavealsoformulatedacodeofpractices 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, _ >_ 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 >__(>_) of the Act read with Rule ?(>) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, _ > is provided in Annexure ?.
Information required under Section >__(>_) of the Act read with Rule ?(_) and Rule ?(_) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, _ > is provided in a separate exhibit forming part of this report and is available on the website of the Company at https://vaibhavglobal.com/shareholder_communication/ shareholders_meeting.
ANNUAL RETURN
Pursuant to the provisions of Section __(_) of the Act, read with Companies (Management & Administration) Rules, _ > , the annual return in the prescribed form is available on the website of the Company at https://vaibhavglobal.com/ shareholder_communication/shareholders_meeting
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 _ (_) (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 had also published its Annual ESG Report for financial year _ _ -_?.
We take pleasure to publish our Business Responsibility and Sustainability (“BRSR”) Report detailing multiple ESG initiatives undertaken by the Company in the specified format which forms a part of this Integrated 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 _ _?-__ has been duly paid.
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