Vaibhav Global Ltd Directors Report

To the Members,

Your Board of Directors (‘Board) has pleasure in presenting the 37^th Annual Report on the affairs of the Company, together with the Audited Financial Statements, for the Financial Year (‘FY) ended 31 March 2026.

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 2026 are as under:

Particulars	Standalone (FY)	Consolidated (FY)
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations and Other Income	71,332.24	79,799.18	3,73,305.56	3,40,761.63
Less: Operating Cost	53,495.72	63,686.38	3,33,355.59	3,09,034.30
Operating Profit / PBDIT	17,836.52	16,112.80	39,949.97	31,727.33
Less: Finance Cost	968.53	855.02	1,493.76	1,494.26
Less: Depreciation & Amortization Expenses	765.45	694.98	10,288.50	10,217.13
Profit Before Tax (PBT)	16,102.54	14,562.80	28,167.71	20,015.94
Exceptional Items	5,842.88	4,688.23	17.53	-
Profit After Exceptional items	21,945.42	19,251.03	28,185.24	20,015.94
Less: Tax Expenses	(3,710.06)	848.22	1,572.33	4,702.92
Profit After Tax (PAT)	25,655.48	18,402.81	26,612.91	15,313.02
Other Comprehensive Income (Net of Tax)	117.41	(101.48)	11,085.12	2,219.58
Total Comprehensive Income	25,772.89	18,301.33	37,698.03	17,532.60

A detailed discussion on financial and operational performance of the Company and its subsidiaries is given under "Management Discussion and Analysis Report" which forms part of this Report. There was no change in the nature of business of the Company during the financial year ended 31 March 2026.

BUSINESS OVERVIEW

Vaibhav Global Limited (‘VGL), founded in 1980, continues to strengthen its position as a vertically integrated, omnichannel retailer specializing in fashion jewellery and lifestyle products. The Company now reaches approximately 127 million households through its television networks-Shop LC in the United States, Shop TJC and Ideal World in the United Kingdom, and Shop LC in Germany-supported by an expanding presence across digital platforms, including proprietary websites, mobile applications, OTT channels, and online marketplaces.

The business continues to operate on a well-established flywheel model. By offering well-priced, quality products across TV and digital channels, VGL attracts a broad and loyal customer base. Healthy repeat purchases and retention rates further enhance engagement and drive customer lifetime value. Purpose-led initiatives, particularly the mid-day meal program ‘your purchase feeds..., along with broader ESG efforts, continue to strengthen brand equity and deepen customer relationships.

The Companys dual-channel reach across television and digital platforms remains a core competitive advantage. Operations are organised across two primary product segments-fashion jewellery and lifestyle.

Fashion jewellery and gemstones contribute approximately 65.1% of Group revenue and are largely manufactured in- house, enabling superior control over quality, supply chain efficiency, and margins. The lifestyle segment is supported by a diversified sourcing network spanning more than 30 countries, providing both flexibility and scalability.

VGLs asset-light model, combined with disciplined capital allocation, continues to underpin strong cash flow generation. The business consistently delivers healthy gross margins (60%+) and maintains robust return ratios. Steady free cash flows support a lean balance sheet and provide the financial flexibility to invest in strategic growth opportunities while maintaining operational resilience. 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 has recommended a final dividend of Rs. 1.50/- per equity share having face value of Rs. 2/- each (@75%) for the financial year 2025-26, subject to the approval of the members at the ensuing 37^th AGM. The final dividend, if approved by the members at the 37^th AGM, will be paid to those members whose names appear in the register of members as on the record date, i.e., Friday, 26 June 2026.

Apart from above, the Board has also declared the following interim dividends during financial year 2025-26:

Particulars	Dividend per Share ( Rs.)	Date of declaration	Dividend (as a % of Face Value)
1st Interim Dividend	1.50	5 August 2025	75%
2nd Interim Dividend	1.50	29 October 2025	75%
3rd Interim Dividend	1.50	27 January 2026	75%

The dividend pay-out for FY 2025-26 would be approximately Rs. 100.20 crores including the proposed final dividend. 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:// vaibhavglobal.com/code-policies/policies-and-programme.

TRANSFER TO RESERVE

The Board has decided to retain the entire amount of profits for FY 2025-26 in the profit & loss account and not to transfer any amount to the Reserves.

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 7,85,581 equity shares of Rs. 2/- each to eligible employees under various share based employee benefit plans through Vaibhav Global Employee Stock Option Welfare Trust, in various tranches, pursuant to the exercise of Stock Options and Stock Units. Consequently, the paid- up share capital of the Company has increased from Rs. 33,25,64,134 (divided into 16,62,82,067 equity shares of Rs. 2/- each) to Rs. 33,41,35,296 (divided into 16,70,67,648 equity shares of Rs. 2/- each). The equity shares issued under abovesaid share based employee 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.

SHARE BASED EMPLOYEE BENEFIT PLANS

During the year under review, the Company granted share- based benefits to eligible employees with the objective of attracting and retaining talent, and fostering greater employee participation in the Companys growth and value creation:

a) Restricted Stock Unit Plan-2019: The Company has granted 10,48,021 stock units convertible into equal number of equity shares having 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).

b) Management Stock Option Plan-2021: The Company has granted 86,810 stock options convertible into equal number of equity shares having 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 ).

c) Employee Stock Option Plan-2021: The Company has granted 2,77,442 stock options convertible into equal number of equity shares having 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 ).

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).

All share based employee benefit plans of the Company

i.e. RSU-2019, MSOP-2021, ESOP-2021 and ESOP-2006, are in compliance with Securities and Exchange Board of India (Share based Employee Benefits and Sweat Equity) Regulation, 2021 (‘SEBI (SBEB) Regulations) and are administered through 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://vaibhavglobal.com/

shareholder_communication/vgl_employee_benefit_ scheme_disclosure. The Company issued and allotted equity shares as per its various share based employee benefit plans and there was no instance wherein the Company failed to implement any corporate action within the statutory timelines.

The Secretarial Auditors certificate on the implementation of abovesaid plans in accordance with SEBI (SBEB) Regulations will be made available during the 37^th AGM.

CREDIT RATING

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

Further, ICRA Limited has upgraded 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 carries low credit risk.

HOLDING AND SUBSIDIARY COMPANIES

A. Holding Company:

As on 31 March 2026, Brett Enterprises Private Limited, holding 9,35,01,763 equity shares of Rs. 2/- each and representing 55.97% of the total shareholding of the Company, is the holding Company of Vaibhav Global Limited.

B. Subsidiary Companies:

The Company has following subsidiaries and step-down subsidiaries:

Subsidiaries

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

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

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

d) STS Global Limited, Thailand, a 100% subsidiary of the Company,engagedinoutsourcingproductsforthe group.

e) STS Global Limited, Japan, a 100% subsidiary of the Company,engagedinoutsourcingproductsforthe group.

f) Shop LC GmbH, Germany, a 100% subsidiary of the Company, engaged in the 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 Lifestyle Limited, India, a 100% subsidiary of the Company primarily engaged in business process and management services.

Step-down Subsidiaries

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

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

d) STS (Guangzhou) Trading Limited Company, China (a 100% 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) Mindful Souls B.V., Netherlands (a 100% 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).

There is no associate company within the meaning of Section 2(6) of the Companies Act, 2013 (the ‘Act). 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 2026 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

The shareholders of the Company, at 36^th AGM, have approved (i) the re-appointment of Mrs. Sheela Agarwal (DIN: 00178548) as a director, liable to retire by rotation.

(ii) re-appointment of Mr. Jason Charles Goldberg (DIN: 10350403) as an Independent Director of the Company for the second term, to hold office for a period of five years commencing from 17 October 2025 to 16 October 2030 (both days inclusive).

Pursuant to the provisions of Section 152 of the Act, Mr. Harsh Bahadur, Non-Executive Director, being the longest in office among the Directors liable to retire by rotation, shall retire by rotation at the ensuing 37^th AGM. Being eligible, he has offered himself for re-appointment as a Director of the Company. The Board recommends his re-appointment for the approval of the shareholders at the ensuing AGM.

Pursuant to the provisions of Section 203 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 31 March 2026. There has been no change in the KMP of the Company during the financial year 2025-26.

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. The said Policy is available on the Companys website at https:// www.vaibhavglobal.com/code-policies/policies-and- programme. 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 interval between two consecutive meetings remained within the prescribed limit of one hundred twenty (120) 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 2025-26, 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 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 thatthey are independent of the management.

e) Board Diversity

The Company recognises and embraces the benefits of having a diverse Board 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 in which 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

Pursuant to Section 135 of the Act, the Board has constituted a Corporate Social Responsibility (‘CSR) Committee to formulate and recommend to the Board an annual CSR plan in terms of the Companys CSR Policy, which outlines the CSR projects and programmes to be undertaken by the Company in accordance with Schedule VII of the Act. The Committee also recommends the amount of expenditure to be incurred on such activities and monitors the implementation of the CSR Policy from time to time. The CSR Policy is available on the Companys website at https://www.vaibhavglobal.com/ code-policies/policies-and-programme.

During the year under review, your Company has spent a sum of Rs. 548.93 lakh under CSR activities. A report on CSR activities, i.e. initiatives taken during the year, in the prescribed format as required under Section 134(3)(o) read with section 135, inter-alia, contains composition of the CSR committee is annexed herewith as Annexure 2, which forms a part of this Report. The other initiatives undertaken by the Company and its subsidiaries for the help of the community, over and above the statutory requirements, are highlighted under ‘Social & Relationship Capital in Integrated Annual Report and Annual ESG Report.

AWARDS AND RECOGNITIONS

During the year under review, your Company further reinforced its commitment to sustainability, manufacturing excellence, and fostering a positive workplace culture, which was recognised through several prestigious awards, recognitions, and certifications:

1. The Company has been awarded the Responsible Jewellery Council (RJC) Certification, reaffirming its commitment to responsible sourcing, ethical business practices, and adherence to globally recognised sustainability standards across the value chain.

2. ICRA ESG Ratings Limited upgraded the Companys ESG rating to 74 (Strong) during the year. The enhanced rating reflects the Companys sustained focus on strengthening its Environmental, Social, and Governance (ESG) framework and practices.

3. The Company was conferred with the ‘Excellence in Manufacturing Award by the Indo-American Chamber of Commerce at the ‘21^st Indo-American Corporate Excellence Conclave - 2025. The award recognises the Companys continued focus on operational excellence, innovation, and manufacturing capabilities.

4. The Company has been recognised as a ‘Great Place to Work?, reflecting its continued commitment to fostering a culture of trust, inclusivity, and employee well-being.

5. The Companys SEZ facility achieved LEED? Platinum Green Building Re-Certification, underscoring its ongoing commitment to sustainable infrastructure, energy efficiency, and environmental stewardship.

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) Rules, 2014 and therefore there are no outstanding deposits as on 31 March 2026.

PARTICULARS 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, KMPs 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 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 said 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 policy on the Related Party Transactions and a policy on Material Subsidiaries are available on the Companys website at https://vaibhavglobal. com/code-policies/policies-and-programme.

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 organisational 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 Board constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Committee is responsible for monitoring and reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. 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 monitors and reviews the risk management plan and performs 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. Statutory Auditors

Pursuant to Section 139 of the Act, the shareholders at 33^rd AGM had re-appointed M/s B S R & Co. LLP, Chartered Accountants as Statutory Auditors of the Company for the second term of five years commencing from 1 April 2022 to 31 March 2027 and they shall hold office from the conclusion of 33^rd AGM till the conclusion of 38^th AGM of the Company.

M/s B S R & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 101248W/W-100022), statutory auditors of the Company, have submitted Auditors Report on the financial statements (standalone and consolidated) of the Company for the financial year ended 31 March 2026, which forms a part of this Annual Report. The Reports on standalone and consolidated financials do 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

Pursuant to Section 204 of the Act, read with Regulation 24A(1) of the SEBI (LODR) Regulations, M/s Mehta & Mehta, Practicing Company Secretaries, a Peer Reviewed Firm (Firm Registration Number: P1996MH007500), was appointed as Secretarial Auditors of the Company for a term of five consecutive years i.e. from the conclusion of 36^th AGM till the conclusion of the 41^st AGM of the Company, to carry out the Secretarial Audit from financial year 2025-26 to financial year 2029-30.

The Secretarial Audit Report for the financial year 2025-26 is enclosed herewith as Annexure 4. There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial Auditors in their Report. The information referred to in the Secretarial Auditors Report is self-explanatory and does 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 2025-26 on compliance of all applicable SEBI Regulations and circulars/guidelines issued thereunder, has been obtained from M/s Mehta & Mehta, Practicing Company Secretaries and the same has been placed on the website of the Company and Stock Exchanges.

The unlisted Indian subsidiary 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 and 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 as amended from time to time, 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 updated code is available on the Companys website at https://www.vaibhavglobal.com/code-policies

The Board has also formulated a code of practices and procedures for fair disclosure of unpublished price sensitive information as amended from time to time, 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 upholding and maintaining 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/policies-and-programme.

During the year under review, no complaint was received by the ICC.

A. number of complaints of sexual harassment received in the year - Nil

B. number of complaints disposed off during the year - NA

C. number of cases pending for more than ninety days - NA

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/policies-and-programme. 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.

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

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://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 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 Environmental, Social and Governance (‘ESG), has been so far increased globally that almost all businesses have begun to integrate it into their operations and business strategies. The ESG factors are important for our long term stakeholders given that our activities have an impact on society and environment. We also believe in communicating our ESG journey in a transparent manner. In addition to the statutory requirement for publishing Business Responsibility Report, your Company had also published its Annual ESG Report for financial year 2025-26.

We take pleasure to publish our Business Responsibility and Sustainability Report (‘BRSR) detailing multiple ESG initiatives undertaken by the Company in the 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 Board has 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 has been duly paid.

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 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 (‘ I EPF). 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:

Dividend 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 2026 ( Rs.)	Face Value of share on which dividend declared ( Rs.)
2018-19	Final Dividend	5.00	29 July 2019	31 August 2026	49,195.00	10.00
2019-20	Interim Dividend	7.00	29 January 2020	3 March 2027	52,878.00	10.00
2019-20	Special Interim Dividend	19.74	19 March 2020	25 May 2027	2,19,745.68	10.00
2019-20	Final Dividend	7.00	30 July 2020	5 September 2027	47,506.00	10.00
2020-21	1st Interim Dividend	5.00	30 July 2020	4 September 2027	36,654.00	10.00
2020-21	2nd Interim Dividend	5.00	29 October 2020	3 December 2027	32,379.00	10.00
2020-21	3rd Interim Dividend	7.50	29 January 2021	4 March 2028	49,120.50	10.00
2020-21	Final Dividend	1.50	29 July 2021	1 September 2028	60,392.00	2.00
2021-22	1st Interim Dividend	1.50	29 July 2021	3 September 2028	51,339.50	2.00
2021-22	2nd Interim Dividend	1.50	27 October 2021	30 November 2028	66,961.50	2.00
2021-22	3rd Interim Dividend	1.50	27 January 2022	7 March 2029	56,098.89	2.00
2021-22	Final Dividend	1.50	2 August 2022	3 September 2029	82,563.24	2.00
2022-23	1st Interim Dividend	1.50	2 August 2022	3 September 2029	93,498.96	2.00
2022-23	2nd Interim Dividend	1.50	27 October 2022	28 November 2029	68,943.72	2.00
2022-23	3rd Interim Dividend	1.50	24 January 2023	26 February 2030	87,418.74	2.00
2022-23	Final Dividend	1.50	2 August 2023	4 September 2030	87,597.98	2.00
2023-24	1st Interim Dividend	1.50	2 August 2023	4 September 2030	68,126.33	2.00
2023-24	2nd Interim Dividend	1.50	30 October 2023	6 December 2030	76,157.26	2.00
2023-24	3rd Interim Dividend	1.50	30 January 2024	5 March 2031	76,253.24	2.00
2023-24	Final Dividend	1.50	1 August 2024	6 September 2031	1,28,953.45	2.00
2024-25	1st Interim Dividend	1.50	1 August 2024	6 September 2031	1,28,331.67	2.00
2024-25	2nd Interim Dividend	1.50	11 November 2024	17 December 2031	1,69,913.53	2.00
2024-25	3rd Interim Dividend	1.50	29 January 2025	5 March 2032	1,44,016.27	2.00
2024-25	Final Dividend	1.50	5 August 2025	9 September 2032	2,03,889.72	2.00
2025-26	1st Interim Dividend	1.50	5 August 2025	9 September 2032	1,92,252.15	2.00
2025-26	2nd Interim Dividend	1.50	29 October 2025	1 December 2032	2,25,346.20	2.00
2025-26	3rd Interim Dividend	1.50	27 January 2026	2 March 2033	2,65,203.97	2.00

During the year under review, the Company has transferred the unclaimed dividend of Rs. 40,000 and 3,845 equity shares to IEPF. Shareholders may note that both the unclaimed dividend and corresponding shares, which have been transferred to IEPF during the year and 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 Act. The Company sends periodic intimation to shareholders, advising them to lodge their claims with respect to unclaimed dividend.

Further during the year the Company undertook a focused special drive for updation of KYC and related details to assist shareholders in claiming unpaid and unclaimed dividends and to prevent their transfer to the IEPF. The Company also facilitated shareholders through a special window for re-lodgement of transfer requests of physical shares, in line with applicable SEBI and IEPF requirements. These initiatives were supported through multi channel shareholder communications.

Mr. Yashasvi Pareek, 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

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 46.56 lakh kWh electricity through renewable energy. The Companys total solar capacity is 3.68 MW.

• Electrical Vehicle

Towards reduction of carbon footprint, the Company has deployed 159 electric scooters for employees commute. The Company uses 4 electric cars for its routine transportation.

• Green Building

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

• Water Management

Your Company has rainwater harvesting structures of approximately 10,000 KL of water across all units of VGL India. The Company recycles 48 KL water per day, equivalent to approximately 17,500 KL water annually through its ETP / STP plant. The mission is to conserve water through rainwater harvesting to replenish depleting groundwater table and to provide clean drinking water.

• Biodiversity

Your Company has accelerated efforts to enhance the green coverage at our plants and surroundings. Till date, we have planted 7,500 trees at different locations. 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 aligned with the Companys pledge to the SBTi (Science Based Targets initiative) commitment.

(ii) Capital investment on energy conservation equipment: Rs. 36 lakh.

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 the following technologies during the year:

a) Energy Recovery Ventilation / VRV-VRF HVAC System - improves energy efficiency by recovering heat/cooling from exhaust air.

b) Air-Cooled Servo Stabilizers - reduces energy losses by stabilizing voltage supply.

c) Industrial Chillers - enhances cooling efficiency in manufacturing processes.

d) Resin Recovery Unit - enables recycling of process materials, reducing energy and material consumption.

e) Closed-Loop Processing Machine - reduces energy use and effluent generation through recirculation.

f) High-Efficiency Vacuum Pump - improves energy performance compared to conventional systems.

g) Solar Grid-Tie Inverter (100 kW) - supports renewable energy utilization through grid- tied integration.

h) VRV Air Conditioning Plant - ensures optimized and energy-efficient cooling across operations.

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

The steps taken towards technology absorption by the Company helped to improve its processes, quality, product, save energy and reduce cost, along with better resource utilization.

(iii) Imported technology: Not Applicable.

(iv) Expenditure incurred on Research and Development: Nil

(v) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year):

• Details of technology imported - Wax injectors Year of import - 2025-26

Fully absorbed Rs. - Yes Reasons for non-absorption - NA

• Details of technology imported - Laser systems; smart wax production units; IR burnout furnaces Year of import - 2024-25

Fully absorbed Rs. - Partial

Reasons for non-absorption - As core optics and control electronics are imported while the structural and peripheral components are locally manufactured. Hence, full absorption is in progress.

• Details of technology imported - Vulcan burnout oven, Granulation machine, Flask burnout ovens, Wax injectors and Casting machines

Year of import - 2023-24 Fully absorbed Rs. - Yes Reasons for non-absorption - NA

C. Foreign Exchange Earnings and Outgo

The information on foreign exchange earnings and outgo during the year under review is as under:

Particulars	Rs. in lakh
1. Foreign exchange earnings	76,414.04
2. Foreign exchange used	20,498.34

Other Disclosures

The Government of India has notified the four new Labour Codes with effect from 21 November 2025, subsuming and rationalising various existing labour laws relating to wages, social security, industrial relations and occupational safety, health and working conditions. During the year under review, the Company evaluated the applicability and implications of these Codes on its operations and employment practices. Accordingly, appropriate financial provisions have been made arising from the implementation of the new Labour

Codes. The Company continues to ensure compliance in line with applicable rules and guidelines as may be notified by the authorities from time to time.

Further, during the financial year under review:

1. The Company has complied with the provisions of the Maternity Benefit Act, 1961 and / or Maternity Benefit provisions under the Code on Social Security, 2020.

2. 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;

3. There have been no material / significant changes occurred between the end of the financial year 2025-26 and the date of this report which may impact the financial position of the Company;

4. No application has been made underthe 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

5. 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.

DIRECTORS RESPONSIBILITY STATEMENT

The Board 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 2026 and state that:

a) inthe preparation of theannual accounts forthefinancial year ended 31 March 2026, 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 2026 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.

Acknowledgement

Your directors acknowledge with gratitude and wish to place on record their appreciation for the dedication, commitment and hard work of the Companys employees at all levels, who continued to be the cornerstone of our major strength and success. The Board also takes this opportunity to express our deep sense of gratitude to all government and non-government agencies, bankers, vendors and business partners for their continued support and cooperation. We are equally grateful to our Members and Stakeholders for their unwavering trust and confidence in the management of the Company. We look forward to ongoing support in the years ahead.