Vardhman Textiles Ltd

Dear Members,

The Directors of your Company have pleasure in presenting their 51^st Annual Report of the business and operations of the Company along with the Audited Financial Statements for the year ended 31^st March, 2024.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended 31^st March, 2024 is as under:-

(H in crore)

2. FINANCIAL ANALYSIS AND REVIEW OF OPERATIONS:

PRODUCTION & SALES REVIEW:

During the year under review, your Company has registered Revenue from Operations of H 9,298.68 crore as compared to H 9,840.79 crore in the previous year. The exports of the Company (FOB value) decreased from H 4,242.52 crore to H 3,899.00 crore showing a decline of 8.52% over the previous year. The business wise performance is as under:-

a) Yarn:

The production of Yarn increased from 2,33,314 MT to 2,62,291 MT during the year 2023-24.

b) Fabric:

During the year, the production of grey fabric increased from 182 million meter to 204 million meter. The production of processed fabric increased from 143 million meter to 154 million meter.

c) Garment:

The number of garments produced during the year 2023-24 reduced from 18,00,955 to 15,47,982.

Profitability:

The Company earned profit before depreciation, interest and tax of H 1,291.93 crore as against H 1,477.85 crore in the previous year. After providing for depreciation of H 398.96 crore (Previous Year H 388.95 crore), interest of

H 101.99 crore (Previous Year H 101.86 crore), provision for current tax of H 177.44 crore (Previous Year H 224.98 crore), deferred tax of H 5.91 crore (Previous Year H 12.99 crore), the net profit from operations after comprehensive income worked out to H 611.44 crore as compared to H 751.83 crore in the previous year.

The balance available for appropriation after adding balance in surplus account is H 7,217.28 crore.

Resources Utilisation: a) Fixed Assets:

The Net Block as at 31^st March, 2024 was H 3,710.77 crore as compared to H 3,880.50 crore in the previous year.

b) Current Assets:

The current assets as on 31^st March, 2024 were H 6,218.41 crore as against H 5,558.14 crore in the previous year. Inventory level was at H 4,106.96 crore as compared to the previous year level of H 2,312.16 crore.

Profitability:

The Company earned profit before depreciation, interest and tax of H 1,341.80 crore as against H 1,556.49 crore in the previous year. After providing for depreciation of H 404.59 crore (Previous Year H 394.43 crore), interest of

H 102.28 crore (Previous Year H 102.15 crore), provision for current tax of H 181.51 crore (Previous Year H 235.96 crore), deferred tax of H 16.72 crore (Previous Year H 19.20 crore), the net profit from operations after comprehensive income worked out to H 640.59 crore as compared to H 807.63 crore in the previous year.

The balance available for appropriation after adding balance in surplus account is H 7,416.30 crore.

Resources Utilisation: a) Fixed Assets:

The Net Block as at 31^st March, 2024 was H 3,766.56 crore as compared to H 3,934.97 crore in the previous year.

b) Current Assets:

The current assets as on 31^st March, 2024 were H 6,431.59 crore as against H 5,784.52 crore in the previous year. Inventory level was at H 4,179.89 crore as compared to the previous year level of H 2,392.68 crore.

FINANCIAL CONDITIONS & LIQUIDITY:

The Company enjoys a rating of "AA+/Stable" from Credit Rating Information Services of India (CRISIL) for long term borrowings and "A1+" for short term borrowings and IND A1+ for Commercial Paper from India Rating And Research. Management believes that the Company's liquidity and capital resources should be sufficient to meet its expected working capital needs and other anticipated cash requirements. The position of liquidity and capital resources of the Company is given below:-

(H in crore)

(H in crore)

3. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

4. DIVIDEND:

The Board of Directors in its meeting held on 9^th May, 2024 has recommended dividend of H 4/- per share on the fully paid Equity Shares of the Company.

5. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the Rules'), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Central Government after the completion of seven years from the date of transfer to the Unpaid Dividend Account of the Company. The shareholders whose dividends have been transferred to the IEPF Authority can claim their dividend from the Authority. The unclaimed or unpaid dividend relating to the financial year 2016-17 is due for remittance in the month of November, 2024 to Investor Education and Protection Fund established by the Central Government.

Further, according to the Rules, the shares in respect of which dividend has not been paid or claimed by shareholders for seven consecutive years or more shall also be transferred to the IEPF Authority. The Company has sent notice to all shareholders whose shares are due to be transferred to the IEPF Authority and has also published requisite advertisement in the newspapers in this regard.

The details of these shares are also provided on the website of the Company at www.vardhman.com.

6. CONSOLIDATED FINANCIAL STATEMENT:

In accordance with Companies Act 2013 & Indian Accounting Standards (Ind AS) 110 on ‘Consolidated Financial Statements' read with Ind AS 111 on ‘Joint Arrangements' and Ind AS 112 on ‘Disclosure of Interest in other entities', the Audited Consolidated Financial Statements are provided in the Annual Report.

7. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES:

The Company does not have any material subsidiary. The details of the financials of the subsidiary and associate companies for the year 2023-24 are as follows:-

VTL Investments Limited (VTL)

This 100% subsidiary of your Company is engaged in the business of investment. The earnings of the Company mainly comes from the dividend/interest earned on its investments and profits made on sale of investments. During the financial year 2023-24, VTL recorded Revenue from operations of H 1.82 crore against H 0.87 crore in the previous year. The net profit of the Company worked out to H 1.79 crore as compared to H 0.39 crore during the previous year.

Vardhman Acrylics Limited (VAL)

This subsidiary of the Company is engaged in the business of manufacturing of Acrylic Fibre. Presently, your Company holds 70.74% shares in this subsidiary. During the financial year 2023-24, VAL recorded Revenue from operations of H 297.48 crore against H 426.66 crore in the previous year. The net profit of the Company after comprehensive income worked out to H 17.71 crore as compared to H 33.04 crore in the previous year.

Vardhman Yarns and Threads Limited (VYTL)

Vardhman Yarns and Threads Limited, Joint Venture with American & Efird Global, LLC (A&E), is an Associate of the Company. It is engaged in the business of threads manufacturing and distribution. Presently, your Company holds 11% stake in VYTL. A&E is the second largest player in threads manufacturing and distribution across the world. During the year under review, the Standalone Revenue from operations was H 1,086.56 crore as against H 1,089.57 crore in the previous year showing a marginal decline of 0.28%. The net profit for the year after comprehensive income worked out to H 176.27 crore as compared to

H 142.12 crore during last year.

Vardhman Special Steels Limited (VSSL)

Vardhman Special Steels Limited is an Associate of the Company. Your Company holds 23.84% shares of VSSL. The Revenue from operations of the Company was H 1,661.36 crore as compared to H 1,734.99 crore in the previous year.

The net profit for the year after comprehensive income worked out to H 91.80 crore as compared to H 100.17 crore in the previous year.

Vardhman Spinning & General Mills Limited (VSGM)

Vardhman Spinning & General Mills Limited is an Associate of the Company. Your Company holds 50% shares of VSGM. It is a trading company. However, during the year, the Company has not traded any goods. The Revenue from operations of the Company was H 0.003 lac as against

H 0.006 lac in the previous year.

8. DIRECTORS:

Liable to retire by Rotation: In accordance with the provisions of the Articles of Association of the Company, Mr. Sachit Jain, Director of the Company, retires by rotation at the conclusion of the forthcoming Annual General Meeting and being eligible, offers himself for reappointment. The Board recommended his re-appointment for the consideration of the Members of the Company at the ensuing Annual General Meeting.

Appointment of Directors: During the year under review, Mr. Atul Khosla was appointed as an Independent Director of the Company for a term of five (5) consecutive years w.e.f. 4^th August, 2023. His appointment was further approved by the Members of the Company in the Annual General Meeting held on 30^th September, 2023.

Cessation from Directorship: During the year under review, Dr. Parampal Singh, Independent Director, ceased to be Director of the Company w.e.f. 27^th November, 2023, on completion of his second term of appointment.

Declaration by Independent Directors:

The Independent Directors have submitted their disclosures to the Board that they fulfil all the requirements as stipulated in section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules thereof.

Your Board confirms that in its opinion the Independent Directors possess the requisite integrity, experience, expertise,proficiencyandqualifications.AlltheIndependent Directors on the Board of the Company are registered with the Indian Institute of Corporate Affairs, Manesar, Gurgaon (IICA) as notified by the Central Government under section 150(1) of the Companies Act, 2013 and, if applicable, shall undergo online proficiency self-assessment test within the time prescribed by the IICA.

Familiarization programmes for Board Members:

Your Company has formulated Familiarization Programme for all the Board members in accordance with Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Schedule IV of the Companies Act, 2013 which provides that the Company shall familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of Industry in which the Company operates, business model of the Company, etc. through various programs.

The Familiarization Programme for Board members may be accessed on the Company's website at the link: https:// www.vardhman.com/Document/Report/Company%20 Information/Policies/Vardhman%20Textiles%20Ltd/ Familarisation_Programme_for_Board_Members.pdf

Annual Evaluation of the Board Performance:

The meeting of Independent Directors of the Company for the financial year 2023-24 was held on 22^nd March, 2024 to evaluate the performance of Non-Independent Directors, Chairman of the Company and the Board as a whole.

The evaluation was done by way of discussions on the performance of the Non- Independent Directors, Chairman and Board as a whole.

A policy on the performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of non-executive directors and executive directors have been formulated by the Company.

9. NOMINATION AND REMUNERATION POLICY:

In compliance with Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Policy of the Company has been duly approved and adopted by the Board pursuant to recommendations of Nomination and Remuneration Committee of the Company and may be accessed on the website of the Company at the link: https:// www.vardhman.com/Document/Report/Company%20 Information/Policies/Vardhman%20Textiles%20Ltd/

Nomination_&_Remuneration_Policy.pdf. As mandated by proviso to Section 178(4) of the Companies Act, 2013, salient features of Nomination and Remuneration Policy are as under:

a) Identifying persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down and recommending to the Board their appointment and removal.

b) Formulating the criteria for determining qualifications, positive attributes and independence of a Director and evaluating the balance of skills, knowledge and experience on Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an Independent Director.

c) Recommending to the Board, policy relating to remuneration of Directors (Whole time Directors, Executive Directors etc.), Key Managerial Personnel and other employees while ensuring the following:-

i. That the level and composition of remuneration is reasonable and sufficient to attract, retain and motivate directors of the quality required to run the company successfully.

ii. That relationship of remuneration to performance is clear and meets appropriate performance benchmarks.

iii. That remuneration to directors, key managerial personnel and senior management involves a balance between fixed and incentive pay reflecting short and long term performance objectives appropriate of the working of the Company and its goals.

d) Formulating the criteria for evaluating performance of the Board and all the Directors.

e) Devising a policy on diversification of Board.

f) Determining whether to extend or continue the term of appointment of the independent director on the basis of the report of performance evaluation of independent directors.

g) Recommending to the Board remuneration payable to the Senior Management.

10. KEY MANAGERIAL PERSONNEL (KMP):

In compliance with the provisions of Section 203 of the Companies Act, 2013, following are the KMPs of the Company as on 31^st March, 2024:

11. NUMBER OF BOARD MEETINGS:

During the year under review, the Board met Five (5) times and the intervening gap between any two meetings was within the period prescribed under Companies Act, 2013. The details of Board Meeting are set out in Corporate Governance Report which forms part of this Annual Report.

Statutory Auditors:

M/s Deloitte Haskins & Sells, LLP, Chartered Accountants (Firm Registration No. 117366W/W-100018) were reappointed as Statutory Auditors of the Company for a second consecutive term of 5 years at the 49^th Annual General Meeting of the Company held on 30^th September, 2022.

Further, the Statutory Auditors of the Company have submitted Auditors' Report on the accounts of the Company for the accounting year ended 31^st March, 2024.

This Auditors' Report is self-explanatory and requires no comments.

Secretarial Auditor:

M/s. Ashok K Singla & Associates, Company Secretary in Practice, were appointed as Secretarial Auditors of the Company by the Board of Directors of the Company in its meeting held on 5^th May, 2023 for the financial year 2023-24.

The Secretarial Auditors of the Company have submitted their Report in Form No. MR-3 as required under Section 204 of the Companies Act, 2013 for the financial year ended 31^st March, 2024. This Report is self-explanatory and requires no comments. The Report forms part of this report as Annexure I.

Cost Auditor:

The Company is maintaining the Cost Records, as specified by the Central Government under section 148(1) of Companies Act, 2013.

The Board of Directors had appointed M/s. Ramanath Iyer & Company, Cost Accountants, New Delhi, as the

Cost Auditors of the Company to conduct Cost Audit of the Accounts for the financial year ended 2023-24. The Cost Audit Report for the financial year 2023-24 is under finalization and will be submitted to the requisite authorities within due course of time.

Composition of Audit Committee:

The Audit Committee comprises of Mr. Prafull Anubhai, Mr. Suresh Kumar, Mrs. Harpreet Kaur Kang, Independent Directors and Ms. Sagrika Jain, Executive Director. Mr. Prafull Anubhai is the Chairman of the Committee and Company Secretary of the Company is the Secretary of the Committee. All the recommendations made by the Audit Committee were accepted by the Board.

Vigil Mechanism:

Pursuant to the provisions of section 177(9) of the Companies Act, 2013, the Company has established a "Vigil Mechanism" incorporating Whistle Blower Policy in terms of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, for employees and Directors of the Company, for expressing the genuine concerns of unethical behavior, actual or suspected fraud or violation of the codes of conduct by way of direct access to the Chairman/ Chairman of the Audit Committee.

The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns.

The Policy on Vigil Mechanism and Whistle Blower Policy as approved by the Board may be accessed on the Company's website at the link: https://www.vardhman.com/ Document/Report/Company%20Information/Policies/ Vardhman%20Textiles%20Ltd/Whistle_Blower_Policy.pdf

14. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate Governance. Corporate Governance is about maximizing shareholder value legally, ethically and sustainably. A separate report on Corporate Governance forming part of the Annual Report of the Company is annexed hereto. A certificate from the Practising Company Secretary of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the report on Corporate Governance.

15. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Vision & Core areas of CSR: Your Company is committed to and fully aware of its CSR, the guidelines in respect of which were more clearly laid down in the Companies Act, 2013. The Company's vision on CSR is that the Company being a responsible Corporate Citizen would continue to make a serious endeavor for a quality value addition and constructive contribution in building a healthy and better society through its CSR related initiatives and focus on education, environment, health care and other social causes.

CSR Policy: The CSR Policy of the Company indicating the activities to be undertaken by the Company, as approved by the Board, may be accessed on the Company's website at the link: https://www.vardhman. com/Document/Report/Company%20Information/ Policies/Vardhman%20Textiles%20Ltd/Corporate_Social_ Responsibility_Policy.pdf During the year, the Company has spent H 17.58 crore on CSR activities. Out of this, an amount of H 5.53 crore pertains to FY 2023-24.

The disclosures related to CSR activities pursuant to Section 134(3) of the Companies Act, 2013 read with Rule 9 of Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014 is annexed hereto and form part of this report as Annexure II.

SUSTAINABILITY REPORT (BRSR):

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandate the inclusion of the BRSR as part of the Annual Report for top 1000 listed entities based on market capitalization. In compliance with the Listing Regulations, BRSR is available on the Company's website at the link: https://www.vardhman.com/Document/ Report/Compliances/BRR/Vardhman%20Textiles%20Ltd/ BRSR_2023-24.pdf

17. DIVIDEND DISTRIBUTION POLICY (DDP):

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1,000 listed companies are required to formulate a DDP. Accordingly, a DDP was adopted to set out the parameters and circumstances that will be taken into account by the Board in recommending the distribution of dividend to its shareholders and/or retaining profits earned by the Company. The Policy is available on the Company's website at the link: https://www.vardhman.com/Document/ Report/Company%20Information/Policies/Vardhman%20 Textiles%20Ltd/Dividend_Distribution_Policy.pdf

18. RISK MANAGEMENT:

The Risk Management Policy required to be formulated under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, has been duly formulated and approved by the Board of Directors of the Company. The aim of Risk Management Policy is to maximize opportunities in all activities and to minimize adversity. The Policy includes identifying types of risks and its assessment, risk handling, monitoring and reporting, which in the opinion of the Board may threaten the existence of the Company.

The Risk Management Policy may be accessed on the Company's website at the link: https://www. vardhman.com/Document/Report/Company%20 Information/Policies/Vardhman%20Textiles%20Ltd/Risk_ Management_Policy.pdf

19. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.

A report on the Internal Financial Controls under clause (i) of sub-section 3 of section 143 of the Companies Act, 2013, as given by the Statutory Auditors of the Company forms part of Independent Auditor's Report on Standalone Financial Statements and Consolidated Financial Statements as Annexure A.

20. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES:

All contracts/arrangements/transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with related parties which could be considered material in accordance with the provisions of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

The Policy on dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: https://www.vardhman. com/Document/Report/Company%20Information/ Policies/Vardhman%20Textiles%20Ltd/Related_Party_ Transaction_Policy.pdf

Your Directors draw attention of the Members to Note 46 to the standalone financial statements which sets out related party disclosures.

21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement (Please refer to Note 4, 5, 9 and 12 to the standalone financial statements).

22. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Energy conservation continues to be an area of major emphasis in our Company. Efforts are made to optimize the energy cost while carrying out the manufacturing operations. Particulars with respect to conservation of energy and other areas as per Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, are annexed hereto and form part of this report as Annexure III.

23. ANNUAL RETURN:

In terms of Section 92(3) and 134(3)(a) of the Companies Act, 2013, the Annual Return of the Company is available on the website of the Company at the link: www.vardhman.com

24. HUMAN RESOURCES /INDUSTRIAL RELATIONS:

Human resource is considered as the most valuable of all resources available to the Company. The Company continues to lay emphasis on building and sustaining an excellent organization climate based on human performance. The Management has been continuously endeavoring to build high performance culture on one hand and amiable work environment on the other hand. As on 31^st March, 2024, the Company employed around 24,929 employees on permanent rolls.

Pursuit of proactive policies for industrial relations has resulted in a peaceful and harmonious situation on the shop floors of the various plants.

25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The disclosures in respect of managerial remuneration as required under section 197(12) read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 are annexed hereto and forms part of this report.

A statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5(2) and 5(3) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is annexed hereto and forms part of this report.

In terms of section 197(14) of the Companies Act, 2013, the Company does not have any Holding Company. Further, none of the Director of the Company has received any remuneration or commission from any subsidiary company.

All the above details are provided in Annexure IV.

26. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which the financial statements relate and the date of this report.

27. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Board hereby submit its Responsibility Statement:—

a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with the proper explanation relating to material departures;

b. appropriate accounting policies have been selected and applied consistently, and have 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^st March, 2024 and of the profit of the Company for the year ended on 31^st March, 2024; c. proper and sufficient care has been taken 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 annual accounts have been prepared on a going concern basis;

e. the Internal financial controls has been laid down to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f. a proper system has been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

28. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transaction on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act, 2013.

2. Issue of equity shares with differential rights as to dividend, voting or otherwise.

3. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

4. Change in nature of Business of the Company.

5. No fraud has been reported by the Auditors to the Audit Committee or the Board.

6. There is no proceeding pending under the Insolvency and Bankruptcy Code, 2016.

7. There was no instance of one time settlement with any Bank or Financial Institution.

Further, your Directors state that the Company has complied with the provisions relating to constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and there was no case filed under the said Act.

Vardhman Textiles Limited Employee Stock Option Plan 2016: The Company had granted Options to its eligible employees under ‘Vardhman Textiles Limited Employee Stock Option Plan, 2016' (hereinafter referred as the ESOP Plan). One Option entitled the holder to apply for one equity share of the Company in terms of the ESOP Plan. During the financial year 2023-24, 47,750 equity shares were allotted to the eligible employees. So, the paid-up equity share capital of the Company stood increased to H 57,83,49,600 as on 31^st March, 2024. Since, the exercise period of last tranche of vested Options has expired, so the Plan stood closed during the year.

The ESOP Plan of the Company was being implemented in accordance with SEBI (Share Based Employee Benefits) Regulations, 2014 and the resolution passed by the shareholders approving the said Plan. A certificate from the Secretarial Auditor of the Company in this regard would be available at the Annual General Meeting for the inspection by the Members.

The details as required to be disclosed are put on the Company's website and may be accessed at https:// www.vardhman.com/Document/Report/Compliances/ Miscellaneous/Vardhman%20Textiles%20Ltd/ESOP_ Disclosure_2023-24.pdf

Vardhman Textiles Limited Employee Stock Option Plan 2024: During the year, the Board of Directors of your Company in its meeting held on 24^th January, 2024 had approved ‘Vardhman Textiles Limited Employee Stock Option Plan 2024'. The same has also been approved by the Members through Postal Ballot ended on 10^th March, 2024. The maximum no. of Options that can be granted under the Scheme are 34,70,097 (i.e. 1.20% of the no. of shares outstanding as on 31^st March, 2024). Further, the Nomination & Remuneration Committee of the Board of Directors of the Company in its meeting held on 3^rd April, 2024 has granted 31,75,000 Options to the eligible employees under this Plan. One Option entitles the holder to apply for one equity share of the Company.

30. NON-CONVERTIBLE DEBENTURES:

During the previous year, your Company had issued 15,000 Rated Listed Unsecured Redeemable Non-Convertible Debentures ("NCDs") of H 1,00,000 each aggregating to H

150.00 crore for cash at par on private placement basis, at a coupon rate of 7.70% p.a. The NCDs were listed on the BSE Limited and were repayable on March 27, 2024. The same has duly been redeemed on the said due date. So, there are no outstanding NCDs of the Company as on date.

31. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their sincere gratitude to the Government, Bankers, Business Constituents and Shareholders for their continued and valuable co-operation and support to the Company and look forward to their continued support and co-operation in future too.

They also take this opportunity to express their deep appreciation for the devoted and sincere services rendered by the employees at all levels of the operations of the Company during the year.

FOR AND ON BEHALF OF THE BOARD