VIP Clothing Ltd Directors Report

To,

THE MEMBERS

VIP CLOTHING LIMITED

The Directors of your Company are pleased to present the 36th Boards Report on the business and operations of the Company, together with the audited financial statements for the financial year ended March 31, 2026 and the Auditors Report thereon.

1. FINANCIAL RESULTS

( in Lakhs)

Particulars	Current Year Ended March 31, 2026	Previous Year Ended March 31, 2025
Revenue from operations	25,382.85	23,688.69
Other income	103.87	136.03
Total income	25,486.72	23,824.72
Less: Total expenditure before finance cost, depreciation &
income tax	23,093.98	22,023.84
Profit / (loss) before finance cost, depreciation, exceptional
items and taxes	2,392.74	1,800.88
Less: Finance costs	879.10	804.65
Profit / (loss) before depreciation, exceptional items and taxes	1,513.64	996.23
Less: Depreciation	263.03	293.95
Profit / (loss) before exceptional items & tax	1,250.61	702.28
Add / (less): Exceptional items	--	--
Profit / (loss) before taxes	1,250.61	702.28
Less: Income tax expense:
Current tax	(199.45)	--
Deferred tax charge / (benefit)	469.10	156.63
Profit / (loss) for the period before other comprehensive income	980.96	545.65
Add/(less): Other comprehensive income
Re-measurement gains / (losses) on defined benefit plans (net of tax)	0.16	(5.50)
Fair value of cash flow hedges through other comprehensive income (net of tax)	--
Total other comprehensive income for the year	0.16	(5.50)
Total comprehensive income for the year	981.12	540.15

2. OPERATIONS

Revenue from operations for the financial year 2025-26 stood at 253.83 crore, compared with 236.89 crore in the previous financial year, representing an increase of approximately 7%.

The earnings before interest, tax, depreciation and amortisation (EBITDA) margin for the current year stood at approximately 9%, compared with approximately 8% in the previous year.

The net profit for the financial year 2025-26 stood at 9.81 crore, compared with 5.46 crore in the previous financial year.

3. DIVIDEND

The Board has not recommended any dividend on Equity Share Capital for the financial year ended on March 31, 2026.

4. TRANSFER TO RESERVE

No amount has been transferred to General Reserve for current and previous financial year.

5. DISCLOSURES RELATED TO SHARE CAPITAL AND EMPLOYEE STOCK OPTIONS Share Capital & Warrants:

During the year under review, the Company had allotted 1,14,05,000 Fully Convertible Warrants on October 03, 2024, on a preferential basis to the eligible allottees belonging to the Non-Promoter Category, entitling the warrant holders to apply for and be allotted an equivalent number of Equity Shares of the Company upon exercise of the conversion option, subject to the terms of issue and applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

In terms of the conditions of issue, 25% of the issue price was received upfront at the time of allotment, while the balance 75% consideration was payable upon exercise of the option to convert the Warrants into Equity Shares within a period of 18 months from the date of allotment.

Since the warrant holders did not exercise the option for conversion of the outstanding 1,14,05,000 Warrants into Equity Shares by remitting the balance consideration within the stipulated period, the said Warrants lapsed and stood cancelled upon expiry of the prescribed exercise period.

Accordingly, in terms of the applicable provisions of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the terms of issue of the Warrants, the upfront subscription amount representing 25% of the issue price, amounting to 12,83,06,250/-, received at the time of allotment of the aforesaid Warrants, stood forfeited by the Company.

Consequent to the lapse of the aforesaid Warrants, the warrant holders ceased to have any right or entitlement to seek conversion of the said Warrants into Equity Shares of the Company. Further, there was no impact on the paid-up share capital of the Company pursuant to such lapse and forfeiture.

Preferential Issue-Convertible warrants

The Board of Directors, at its meeting held on May 18, 2026, approved the proposed preferential issue of up to 2,12,00,000 warrants, each convertible into or exchangeable for one equity share within 18 months from the date of allotment, at an issue price of 22.50 per warrant, aggregating up to 47,70,00,000, to specified persons belonging to the Promoter and Promoter Group and the Non-Promoter Category (Public). The proposed issue is subject to the provisions of Sections 42 and 62(1)(c) of the Act, the Companies (Prospectus and Allotment of Securities) Rules, 2014, Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, the SEBI LODR Regulations and other applicable laws, as well as the requisite approvals. The details are set out below:

Issue size	Preferential Issue of upto 2,12,00,000 warrants at an Issue price of 22.50/- each
	aggregating to 47,70,00,000/-.
Conversion	Each warrant convertible into one fully paid up equity share of 2/- each.
Payment terms	25% ( 5.63 per warrant) to be called upfront; and balance 75% ( 16.87 per warrant) on
	exercising the conversion option within 18 months from the date of allotment.

The members of the Company, at the Extra-Ordinary General Meeting held on June 11, 2026, approved the aforesaid preferential issue by way of a Special Resolution. The Company has applied to the Stock Exchanges for obtaining in-principle approval for the proposed issue, which is currently awaited.

Upon the proposed allotment of the Warrants and their subsequent conversion into equity shares, the classification of each allottee will remain unchanged. The allottees belonging to the Promoter and Promoter Group will continue to be classified as such, and the remaining allottees will continue to be classified as public shareholders. Accordingly, the proposed issue and conversion will not result in any change in control of the Company, as disclosed in the notice issued to the Members.

The Company did not issue any equity shares with differential voting rights, sweat equity shares or shares pursuant to an employee stock option scheme during the year under review.

6. DETAILS OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY

As at March 31, 2026, the Company did not have any subsidiary, joint venture or associate company.

7. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors:

As on March 31, 2026, the Board of Directors of the Company comprised 6 (Six) Directors, consisting of 2 (Two) Executive Directors and 4 (Four) Non-Executive Independent Directors, in compliance with the applicable provisions of the Companies Act, 2013 ("the Act") and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), as applicable to the top 2000 listed entities.

The composition of the Board is in conformity with the requirements relating to an optimum combination of Executive and Non-Executive Directors, including Independent Directors and a Woman Director, ensuring an appropriate balance of skills, experience, independence and diversity on the Board. The Board comprises the following Directors:

1. Dr. Sunil Pathare	Executive Chairman and Managing Director
2. Mr. Kapil Pathare	Deputy Managing Director
3. Dr. Kishor Navandar	Non-Executive Independent Director
4. Mr. Vilas Gupte	Non-Executive Independent Director
5. Mr. Uday Ajgaonkar	Non-Executive Independent Director
6. Ms. Vandana Bhardwaj	Non-Executive Independent Woman Director

All the Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI LODR Regulations, as amended from time to time. The Board has taken on record the said declarations after undertaking due assessment of the veracity of the same and is of the opinion that the Independent Directors possess requisite integrity, expertise, experience and proficiency required to effectively discharge their duties and responsibilities.

In the opinion of the Board, the Independent Directors fulfil the conditions specified under the Act read with the Rules made thereunder and the SEBI LODR Regulations and are independent of the management. The Independent Directors have also complied with the Code for Independent Directors prescribed under Schedule IV to the Companies Act, 2013.

Further, the Independent Directors have confirmed that they have registered themselves with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs ("IICA"), wherever applicable, and are exempt from or have complied with the requirement of passing the online proficiency self-assessment test in terms of the Companies (Appointment and Qualification of Directors) Rules, 2014.

The Board periodically evaluates the need for diversity, independence and specialized skills to ensure effective governance and oversight. The Company believes that the present composition of the Board reflects an appropriate mix of professional expertise, governance experience and independent judgement, thereby enabling the Board to effectively discharge its fiduciary responsibilities and safeguard the interests of all stakeholders, including shareholders, employees, customers, regulators and the community at large.

The Company remains committed to maintaining the highest standards of corporate governance, transparency, accountability and ethical business practices in compliance with applicable laws and regulatory requirements.

Upon completion of their respective terms on March 31, 2025, the Members, through Postal Ballot and based on the recommendations of the Nomination and Remuneration Committee and the Board of Directors, approved the re-appointment of Dr. Sunil Pathare as Chairman and Managing Director and Mr. Kapil Pathare as Deputy Managing Director for a further period of three years with effect from April 1, 2025.

Retirement by rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kapil J. Pathare (DIN: 01089517), Director of the Company, retires by rotation at the ensuing 36th Annual General Meeting ("AGM") of the Company and, being eligible, has offered himself for re-appointment.

The Board recommends his re-appointment for the approval of the Members.

Except as stated above, there were no changes in the composition of the Board of Directors of the Company during the financial year under review.

Key Managerial Personnel:

Pursuant to the provisions of Section 203 of the Companies Act, 2013, the following persons were designated as the Key Managerial Personnel ("KMP") of the Company as on March 31, 2026:

During the financial year under review, there were no changes in the Key Managerial Personnel of the Company.

Sr. No.	Name of KMP(s)	Designation
1.	Dr. Sunil Pathare	Chairman & Managing Director
2.	Mr. Kapil Pathare	Deputy Managing Director
3.	Mr. Devendra Vyas	Chief Financial Officer
4.	Mr. Rahul Soni	Company Secretary & Compliance Officer

8. COMMITTEES OF THE BOARD

Pursuant to the applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Board of Directors of the Company has constituted the following Committees to ensure effective governance, transparency and efficient oversight of various functions of the Company:

Audit Committee

Corporate Social Responsibility Committee

Nomination and Remuneration Committee

Stakeholders Relationship Committee

Risk Management Committee

The terms of reference, composition, role and scope of functioning of the aforesaid Committees are in accordance with the applicable provisions of the Companies Act, 2013 and SEBI LODR Regulations.

Details relating to the composition of the Committees, meetings held during the financial year, attendance of the members at such meetings and other relevant particulars are provided in the Corporate Governance Report forming part of this Annual Report for the Financial Year 2025-26.

9. PERFORMANCE EVALUATION OF BOARD

Pursuant to the provisions of Section 134(3)(p) of the Companies Act, 2013, Schedule IV to the Companies Act, 2013 and Regulation 17(10) read with Part D of Schedule II of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations"), the Board of Directors has carried out an annual evaluation of its own performance, the performance of its Committees and individual Directors.

The performance evaluation was conducted in accordance with the criteria and framework adopted by the Board, based on the guidance note issued by SEBI vide Circular No. SEBI/HO/CFD/CMD/CIR/P/2017/004 dated January 5, 2017 on Board Evaluation.

The evaluation process considered various aspects of the functioning of the Board and its Committees, including composition, experience, competencies, effectiveness of Board processes, quality of participation in deliberations, strategic guidance, governance standards, risk management, safeguarding the interests of stakeholders and fulfilment of fiduciary responsibilities.

The Independent Directors, at their separate meeting held on March 28, 2026, inter alia, reviewed the performance of the Non-Independent Directors, the Board as a whole and the performance of the Chairman of the Company, taking into account the views of Executive and Non-Executive Directors.

The Board expressed satisfaction with the evaluation process and noted that the Directors and Committees continue to operate effectively and demonstrate a high level of commitment towards good governance, transparency and enhancement of long-term stakeholder value.

10. NUMBER OF MEETINGS OF THE BOARD

The Board of Directors met 4 (Four) times during the Financial Year 2025-26. The details of the meetings of the Board, including the dates of the meetings and attendance of the Directors thereat, are provided in the Corporate Governance Report forming part of this Annual Report.

The gap between any two consecutive meetings did not exceed the period prescribed under the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into by the Company during the financial year under review were in the ordinary course of business and on an arms length basis and were in compliance with the applicable provisions of the Companies Act, 2013 read with the Rules framed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR Regulations").

During the year under review, the Company did not enter into any material Related Party Transactions requiring approval of the shareholders under the Companies Act, 2013 or Regulation 23 of the SEBI LODR Regulations. Accordingly, the disclosure of Related Party Transactions in Form AOC-2 pursuant to Section 134(3)(h) of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

All Related Party Transactions were placed before the Audit Committee for prior approval/review, as applicable, in accordance with the Companys Policy on Related Party Transactions and the applicable regulatory requirements.

The Policy on Related Party Transactions is available on the website of the Company and may be accessed by the stakeholders through the prescribed web-link provided in the Corporate Governance Report forming part of this Annual Report.

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the financial year under review, the Company has not granted any loans, provided any guarantees or securities, or made any investments covered under the provisions of Section 186 of the Companies Act, 2013.

13. PUBLIC DEPOSITS

The Company neither invited nor accepted or renewed any deposits from the public within the meaning of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time.

14. UNSECURED BORROWING

During the year under review, the Company received unsecured loans from its Directors. The relevant details are disclosed in the notes to the financial statements.

15. FIXED DEPOSIT

During the year, the Company has not accepted any fixed deposits under the Companies Act, 2013.

16. ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with the applicable Rules, the annual return of the Company is available on its website at https://www.vipclothing.in/investor.html#parentHorizontalTab2

17. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the provisions relating to Corporate Social Responsibility ("CSR") are applicable to the Company during the Financial Year 2025-26.

However, in accordance with the provisions of Section 135 of the Act, the obligation to spend on CSR activities is determined based on 2% of the average net profits of the Company made during the three immediately preceding financial years, computed in the manner prescribed under the Act. Since the average net profits of the Company for the said period resulted in a negative figure, the Company was not required to incur any expenditure towards CSR activities during the Financial Year 2025-26.

Accordingly, no amount was required to be spent or transferred towards Corporate Social Responsibility for the Financial Year ended 31st March, 2026.

However, the Composition of the Committee remains in place and is in compliance with the Section 135 of the Companies Act, 2013.

The Annual Report on the Corporate Social Responsibility ("CSR") for the Financial Year 2025-26 prepared in accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as Annexure A.

18. RISK MANAGEMENT POLICY AND INTERNAL ADEQUACY

Pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the formation of a Risk Management Committee is not mandatory for the Company. However, in line with best corporate governance practices, the Company has voluntarily constituted a Risk Management Committee to oversee and manage risks associated with its operations.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and evaluated by Statutory as well as Internal Auditors and cover all offices, factory and key business areas, significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Companys internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companys risk management systems.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company believes in conducting its affairs in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. In order to achieve the same, the Company has formulated a Whistle Blowers Policy to provide a secure environment and to encourage all employees and Directors of the Company, Members, customers, vendors and / or third party intermediaries to report unethical, unlawful or improper practices, acts or activities in the Company if any, and to prohibit managerial personnel from taking any adverse action against those employees who report such practices in good faith. The Whistle Blower Policy is available on the website of the Company at http://www.vipclothing.in/investor_relation/policies/FY_22/Whistle%20Blower%20Policy.pdf

20. NOMINATION AND REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down criteria for selection and appointment of Board Members. The policy is available on the website of the Company http://www.vipclothing.in/investor_relation/policies/FY_22/Remuneration%20Policy.pdf

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:

The Business Responsibility and Sustainability Reporting ("BRSR") as required by Regulation 34(2)(f) of Chapter IV of SEBIs (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year ending on March 31, 2026.

22. CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on Corporate Governance, together with the certificate issued by the Practising Company Secretary confirming compliance with the conditions of Corporate Governance, forms an integral part of this Annual Report.

23. FAMILIARISATION PROGRAMMES FOR DIRECTORS

Pursuant to the provisions of Section 149 read with Schedule IV of the Companies Act, 2013 and Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a structured Familiarisation Programme for its Independent Directors.

The Familiarisation Programme enables the Independent Directors to gain insights into the Companys business operations, industry dynamics, business model, products, regulatory environment, roles, rights and responsibilities, thereby enhancing their ability to effectively discharge their duties and responsibilities as Directors of the Company.

The details of the Familiarisation Programme imparted to the Independent Directors during the financial year under review are available on the website of the Company.

https://www.vipclothing.in/investor.html#parentHorizontalTab23

24. DIRECTORS RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanation obtained by them, the Directors make the following statement in terms of Section 134(3)(c) of the Companies Act, 2013 that:

(a) in the preparation of the annual accounts of the Company for the financial year ended on March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) the Directors have 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 March 31, 2026 and of the profit of the Company for the year ended on March 31, 2026;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

(e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively;

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

25. STATUTORY AUDITORS:

M/s. DMKH & Co., Chartered Accountants (Firm Registration No. 116886W), were appointed as the Statutory Auditors of the Company at the 35th Annual General Meeting held on September 18, 2025, to hold office from the conclusion of the said meeting until the conclusion of the 40th Annual General Meeting to be held in the financial year 2030-31.

26. COST RECORD AND COST AUDIT

The provisions relating to maintenance of cost records and conduct of cost audit as prescribed under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 are not applicable to the Company for the Financial Year 2025-26.

27. SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Members, at their 35th Annual General Meeting held on 18th September 2025, appointed M/s. KRS & Co., Practising Company Secretaries, as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from the Financial Year 2025-26 and continuing up to the Financial Year 2029-30, to conduct the Secretarial Audit of the Company.

The Secretarial Audit Report in Form MR-3 for the financial year ended March 31, 2026 forms part of this Annual Report as Annexure B.

The Secretarial Audit Report contains certain observations/qualifications. The explanations/comments of the Board of Directors in respect of the observations/qualifications made by the Secretarial Auditor are as under:

Observation/Qualification:

It was observed that, pursuant to the requirements relating to freezing of PAN of designated persons under the SEBI (Prohibition of Insider Trading) Regulations, 2015 and the applicable SEBI circulars, the PAN of Mr. Uday Ajgaonkar (DIN: 02219286), Independent Director and Designated Person was not frozen on timely basis upon closure of trading window period which commenced on 1st April, 2025 and concluded on 25th May 2025. This Trading window closure was occasioned for the purpose of approving the Audited Financial Results of the Company for the Quarter and Financial Year ended 31st March 2025.

Further, it was observed that Mr. Uday Ajgaonkar (DIN: 02219286), Independent Director and Designated Person traded in 3000 Equity Shares amounting to INR 1,19,745/- on 16.04.2025 i.e., during the above-mentioned window closure period thereby violating the provisions of Regulation 9(1) read with Schedule B of SEBI (Prohibition of Insider Trading) Regulations, 2015.

Boards Explanation:

During the trading window closure period for approval of audited financial results for Q4 and FY ended 31st March 2025, the PAN of Mr. Uday Ajgaonkar (DIN: 02219286), could not be frozen on time due to a technical issue on the CDSL system. Consequently, a trade was inadvertently executed.

The matter was promptly reported by the Compliance Officer, and corrective actions were taken in line with SEBI (PIT) Regulations, 2015 and required Compliance and reporting was done as required to both the exchanges. This was an inadvertent, technical lapse, and measures have been strengthened to prevent recurrence.

28. INSTANCES OF FRAUD, IF ANY REPORTED BY THE AUDITORS

During the year under review, there have been no instances of any fraud reported by the statutory auditors under section 143(12) of Companies Act, 2013 and the Rules made thereunder to the Audit Committee of the Board.

29. STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure C to this report.

The information required under Section 197(12) of the Companies Act, 2013 read with Sub Rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Boards Report for the year ended on March 31, 2026 is given in a separate Annexure - D to this Report.

None of the Employees of the Company are in receipt of Rupees One Crore and Two Lakhs per annum or Rupees Eight Lakhs and Fifty Thousand per month during the year under review.

30. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR

TRIBUNALS

During the year under review, No significant or material orders were passed by any regulator, court or tribunal during the year that would impact the going-concern status of the Company or its future operations.

31. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE

COMPANY

Except as disclosed elsewhere in this Report, no material changes or commitments affecting the financial position of the Company occurred between the end of the financial year and the date of this Report.

32. CREDIT RATING

The Credit Rating rationale as on December 29, 2025, India Ratings and Research Private Limited has upgraded the following rating with respect to the Credit Bank Facilities availed by the Company as follows:

Instrument Type	Size of Issue	Rating Assigned along
	(million)	with Outlook/Watch
Fund-based working capital limit working capital limit	INR 516.3	IND BBB-/Stable / IND A3
Non-fund-based working capital Limit	INR 273.50	IND A3
Working capital term loan capital limit	INR 118.00	IND BBB-/Stable / IND A3
Proposed non-fund-based working capital limit	INR 42.20	IND A3

33. LISTING

Equity shares of the Company are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and listing fees have been paid accordingly.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013.

The Company is committed to providing and maintaining a safe, secure and conducive work environment for all employees, free from discrimination, harassment and intimidation, including sexual harassment. The Company firmly believes in fostering a culture of dignity, equality and mutual respect at the workplace.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act") read with the Rules framed thereunder and pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 8(5)(x) of the Companies (Accounts) Rules, 2014, the Company has constituted an Internal Committee ("IC") for prevention, prohibition and redressal of complaints relating to sexual harassment at workplace.

The Company has in place a policy on prevention of sexual harassment at workplace and conducts periodic awareness programmes, sensitization sessions and employee communication initiatives to promote a respectful and inclusive work culture and to reinforce awareness regarding prevention of sexual harassment at workplace.

The details pertaining to complaints received and disposed of during the Financial Year 2025-26 are as under: a) number of complaints of sexual harassment received in the year- NIL b) number of complaints disposed off during the year; and-NIL c) number of cases pending for more than ninety days-NIL

The Company has complied with the applicable provisions relating to the constitution of the Internal Committee under the POSH Act.

Further, the Company affirms that no case was filed or reported under the Sexual Harassment Electronic Box ("SHe-Box") mechanism during the financial year under review.

35. GENDER-WISE COMPOSITION OF EMPLOYEES

The Company is committed to fostering a diverse, equitable and inclusive workplace and believes that a diverse workforce enhances organizational effectiveness, innovation and sustainable growth.

In alignment with the principles of Diversity, Equity and Inclusion ("DEI"), the gender-wise composition of the Companys workforce as on March 31, 2026 is provided below:

Male Employees	:	230
Female Employees	:	33
Transgender Employees	:	0

The Company continues to undertake initiatives aimed at promoting equal opportunity, inclusivity and a respectful work environment for all employees.

36. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961.

The Company is committed to ensuring the welfare, wellbeing and statutory rights of its employees and has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the Rules framed thereunder.

37. SAFETY, HEALTH & ENVIRONMENT

The Company remains committed to providing a safe and healthy working environment for its employees and workers. It continues to strengthen workplace-safety practices, employee awareness and preventive measures across its operations.

38. HUMAN RESOURCE

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of business.

The Company considers its employees to be among its most critical resources and recognises their contribution to organisational effectiveness.

The Company undertakes various human-resource initiatives to foster a sense of belonging, dedication and engagement and to align its people practices with evolving business requirements. It also regularly conducts technical and safety training programmes.

39. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to the requirements of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report on the operations and performance of the Company forms part of this Annual Report and is provided in a separate section.

40. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI") and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

41. DECLARATION UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

No application was made and no proceeding was pending under the Insolvency and Bankruptcy Code, 2016 during the year under review.

42. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE

TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

During the year under review, there was no instance of a one-time settlement with any bank or financial institution.

43. STATEMENT OF DEVIATION OR VARIATION IN UTILISATION OF FUNDS.

Pursuant to Regulation 32(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company confirms that there was no deviation or variation in the utilisation of funds raised by the Company during the Financial Year 2025-26 from the objects stated in the respective offer documents.

The Company has utilised the funds for the purposes for which they were raised and, accordingly, there was no deviation or variation in the utilisation of such funds during the Financial Year 2025-26.

44. ACKNOWLEDGEMENT

The Board of Directors places on record its sincere appreciation for the continued support, co-operation and assistance extended to the Company by its bankers, namely, State Bank of India, IDBI Bank Limited and HDFC Bank Limited, the stock exchanges viz. BSE Limited and National Stock Exchange of India Limited, as well as the Companys shareholders, customers, suppliers, business associates and other stakeholders.

The Directors also acknowledge with gratitude the dedication, commitment and valuable contribution made by the employees at all levels towards the sustained growth and performance of the Company.