V-Guard Industries Ltd

Your Directors take pleasure in presenting their 29^th Annual Report on the business and operations of V-Guard Industries Ltd. (‘the Company'), together with the Audited Financial Statements for the Financial Year ended March 31, 2025.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The summarized standalone and consolidated financial performance of your Company with previous year's figures are given in the table below:

2. COMPANY PERFORMANCE

The key highlights of the Company's financial performance during the Financial Year 2024-25 are given below:

The consolidated revenue from operations increased by 14.85% from H 4,856.67 Cr. to H 5,577.82 Cr. in the Financial Year 2024-25. Whereas the standalone revenue from operations increased by 16.44% from H 4,559.43 Cr. to H 5,308.87 Cr. in the Financial Year 2024- 25.

The consolidated EBITDA increased by 20.28% from H 426.71 Cr. to H 513.23 Cr. in the Financial Year 2024-25 and standalone EBITDA by 19.47% from H 353.62 Cr. to H 422.47 Cr. in Financial Year 2024-25.

The consolidated Net Profit grew by 21.79% from H 257.58 Cr. to H 313.72 Cr. in the Financial Year 2024-25 and standalone Net Profit increased by 12.69% from H 230.91 Cr. to H 260.22 Cr. in Financial Year 2024-25.

The segment wise performance of the Company is detailed under the section Management Discussion and Analysis Report which forms part of this Annual Report. The consolidated financial results comprise of full year financial performance of Wholly-owned subsidiaries -Guts Electro-Mech Ltd., V-Guard Consumer Products Ltd., Sunflame Enterprises Pvt. Ltd., and Associate Company - Gegadyne Energy Labs Pvt. Ltd.

3. TRANSFER TO RESERVES

During the year under review, no amount was transferred to any of the reserves by the Company.

4. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2025, your Company continues to have following Wholly-owned Subsidiaries (WoS) and Associate Company:

1. Guts Electro-Mech Ltd. (GUTS): WoS

2. V-Guard Consumer Products Ltd. (VCPL): WoS

3. Sunflame Enterprises Pvt. Ltd. (SEPL): WoS

4. Gegadyne Energy Labs Pvt. Ltd. (GEL): Associate Company

As on the date of report, VCPL is identified as material subsidiary of the Company as defined in Regulation 16(1) (c) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). The Policy for determining Material Subsidiaries, adopted by your Board, is in conformity with Regulation 16 of Listing Regulations. The Policy can be accessed on the Company's website at https://www.vguard.in/uploads/investor_relations/Policy-on-Material-subsidiary.pdf.

During the year under review, Mr. George Muthoot Jacob, Independent Director of the Company was appointed as Independent Director on the Board of Wholly-owned subsidiary – Sunflame Enterprises Pvt. Ltd.

During the Financial Year under review, no company has become or ceased to be Subsidiary or Associate of the Company.

5. CHANGES TO THE SHARE CAPITAL

During the year under review, there was no change in the authorised share capital of the Company. As on March 31, 2025, it stood at H 1,91,50,00,000 (Rupees One Hundred and Ninety One Crore and Fifty Lakhs Only) divided into 1,91,50,00,000 (One Hundred and Ninety One Crore and Fifty Lakhs) Equity Shares of H 1/- (Rupee One Only) each.

During the year under review 13,93,053 equity shares of face value of H 1/- each were allotted to the employees who exercised options under the ESOP Scheme of the Company namely ‘ESOS 2013'. The details are mentioned in point no.16(g) below.

The Paid-up Capital of the Company as at March 31, 2025 was H 43,57,79,033/- (Rupees Forty Three Crores Fifty Seven Lakhs Seventy Nine Thousand and Thirty Three Only) divided into 43,57,79,033 (Forty Three Crores Fifty Seven Lakhs Seventy Nine Thousand and Thirty Three) Equity Shares of H 1/- (Rupee One Only) each.

Save and except, as stated above, there was no change in Share Capital of the Company. During the Financial Year under review, your Company had not issued nor allotted any preference shares, debentures, bonds, warrants, equity shares with differential rights or sweat equity shares.

6. DIVIDEND

In line with the Dividend Distribution Policy of the Company, the Board of your Company in its meeting held on May 14, 2025 has recommended a final dividend of H 1.50/- (One Rupee and Fifty Paisa Only) @ 150% per equity share of H 1/- (Rupee One Only) for the Financial Year 2024-25 payable to those members whose name/s appear in the Register of Members/list of beneficiaries as on July 31, 2025 i.e. the cut-off date/record date. The total final dividend payout will amount to ~H 65.40 Cr. The payment of final dividend is subject to the approval of members in the 29^th Annual General Meeting ("AGM") of the Company to be held on August 7, 2025.

The Register of Members and Share Transfer Books will remain closed from August 1, 2025 (Friday) to August 7, 2025 (Thursday) (both days inclusive) for the purpose of payment of final dividend for the Financial Year 2024-25, if declared at the ensuing AGM.

Pursuant to the Finance Act, 2020 read with the Income-tax Act, 1961, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders w.e.f. April 1, 2020. Accordingly, in compliance with the said provisions, your Company shall make the payment of dividend after deduction of tax at source at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Notice of 29^th Annual General Meeting and the Finance Act, 2020 and amendments thereto.

The aforesaid final dividend is being paid by the Company from its profits during the Financial Year. The dividend recommended is in accordance with the Dividend Distribution Policy of the Company.

7. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, unclaimed/ unpaid dividend of which was lying in the Unpaid Dividend Account for the Financial Year 2016-17, pursuant to the provisions of Section 124(5) of the Companies Act, 2013 (the Act), was transferred during the year under review to IEPF. In addition, the Company has transferred unclaimed amount on account of sale proceeds of the fractional shares with respect to the Bonus Issue made in the Financial Year 2016-17. The Company has transferred 46,899 equity shares, in respect of which dividend(s) have not been claimed for seven consecutive years, to IEPFA. The details of unpaid or unclaimed dividend(s) & shares transferred to IEPF during the year, pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and the dividend(s) which are due for transfer to IEPF in the forthcoming years, are provided in the Report of Corporate Governance forming part of this Annual Report.

The details of the nodal officer appointed by the Company under the provisions of IEPF is available on the website of the Company at https://www.vguard.in/uploads/ downloads/Nodal-officer-communication-details.pdf.

8. PUBLIC DEPOSITS

Your Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), from public during the year under review. Therefore, no amount of principal or interest was outstanding, as on the balance sheet closure date.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/ COURTS/ TRIBUNALS

There were no significant material orders, passed by the Regulators/ Courts/ Tribunals which would impact the going concern status of the Company and its future operations.

The Company's credit facilities are rated by M/s. CRISIL Ratings Ltd. and M/s. ICRA Ltd. During the year, M/s CRISIL Ratings Ltd. had re-affirmed the top-notch rating i.e. CRISIL A1+ (pronounced as CRISIL A one plus rating) on commercial paper of your Company. M/s. ICRA Ltd. has re-affirmed the long-term rating of the Company as [ICRA]AA (pronounced ICRA double A) and short-term rating as [ICRA]A1+ (pronounced ICRA A one plus) during the year. The outlook on the long-term rating was revised from "Stable" to "Positive".

*Note: For commercial papers.

Pursuant to provisions of Listing Regulations, the Company has provided Business Responsibility and Sustainability Report (BRSR) which forms part of this Annual Report. The BRSR indicates the Company's performance against the principles of the ‘National Guidelines on Responsible Business Conduct'.

As on March 31, 2025, the Board of Directors of the Company comprised of Seven Directors, with three Executive and four Independent Directors including one woman Independent Director. The composition of the Board of Directors meets the requirement of provisions of Regulation 17 of the Listing Regulations and Section 149 of the Act.

The members of the Company in their 28^th Annual General Meeting held on August 01, 2024, reappointed Mr. Antony Sebastian K (DIN: 01628332), Whole-time Director, who retired by rotation as per the provisions of the Act.

The members of the Company in their 28^th Annual General Meeting held on August 01, 2024, approved the re-appointment of Mr. Ramachandran V (DIN: 06576300), Whole-time Director, for a further period of 4 years from June 01, 2024 to May 31, 2028.

During the period under review, Mr. Cherian N Punnoose, Chairperson and Non-executive Independent Director, Mr. C J George and Mr. Ullas K

Kamath, Non-executive Independent Directors retired from the Company, after completion of their second term on close of business hours of July 28, 2024. The Board placed on record sincere appreciation for their outstanding contribution towards the success of the Company, during their tenure as Independent Directors on the Board of the Company. The Board of Directors in their meeting held on July 24, 2024, appointed Ms. Radha Unni, Independent Director, as the Chairperson of the Company with effect from July 29, 2024.

Mr. Kochouseph Chittilappilly stepped down as Chairman Emeritus with effect from close of business hours of March 31, 2025. The Board appreciated the contribution, mentorship, leadership and his efforts in creating the brand ‘V-Guard'.

In compliance with the provisions of Section 152 of the Act, Mr. Ramachandran V (DIN: 06576300), Whole-time Director, is liable to retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. Based on the performance evaluation and recommendation of Nomination and Remuneration Committee, the Board of Directors has recommended his re-appointment as Director/ Whole-time Director of the Company, liable to retire by rotation.

Based on the recommendation of Nomination and Remuneration Committee, the Board of Directors in their meeting held on May 14, 2025, has re-appointed Mr. Mithun K Chittilappilly (DIN: 00027610), as Managing Director of the Company, for a further period of five years, effective from April 01, 2026 and Mr. George Muthoot Jacob (DIN: 00018955), Independent Director, for a second and final term of five consecutive years, effective from October 05, 2025, subject to the approval of shareholders in the ensuing AGM. The re-appointment of Mr. Mithun K Chittilappilly, Managing Director and member of Promoter group was also recommended by Audit Committee. In terms of the provisions of Section 160 of the Act, and the rules made thereunder, the Company has received notice from members of the Company, proposing the candidature of Mr. Mithun K Chittilappilly and Mr. George Muthoot Jacob, to the office of Managing Director and Independent Director, respectively. The Company has also received necessary documents/declaration(s) from them.

The above proposals of re-appointment forms part of the Notice of the 29^th Annual General Meeting of the Company and the relevant resolutions are recommended for members approval thereon. During the year under review, no Director of the Company has resigned.

A brief resume of the Directors proposed to be reappointed, their expertise in specific functional areas, name of companies in which they hold directorships,

Committee membership/s / Chairmanship/s, shareholding, wherever applicable, etc. as stipulated under Secretarial Standard-2 issued by Institute of Company Secretaries of India and Regulation 36(3) of the Listing Regulations, is appended as an Annexure to the Notice of the ensuing Annual General Meeting.

The particulars of Senior Management along with changes made during the Financial Year as per the Listing Regulations, are given in the Report on Corporate Governance which forms part of this Report.

As on March 31, 2025, Mr. Mithun K Chittilappilly (DIN: 00027610), Managing Director, Mr. Ramachandran V (DIN: 06576300), Whole-time Director & COO, Mr. Antony Sebastian K (DIN: 01628332), Whole-time Director, Mr. Sudarshan Kasturi, Chief Financial Officer and Mr. Vikas Kumar Tak, Company Secretary

& Compliance Officer are the Key Managerial Personnel (KMP) of your Company. During the year under review, there were no changes to the KMP of the Company.

The Nomination and Remuneration Committee has formulated Nomination, Remuneration and Evaluation Policy, which details the criteria for determining qualifications, positive attributes and Independence of Directors in terms of provisions of Section 178(3) of the Act and the Listing Regulations. The Nomination, Remuneration and Evaluation Policy is available on the website of the Company at the link https://www.vguard.in/uploads/investor_relations/ Nomination-Remuneration-Evaluation-Policy.pdf.

The Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 25 (8) read with Regulation 16 of Listing Regulations (as per the amendment in SEBI (Listing Obligations and Disclosure Requirements) (Third Amendment) Regulations, 2021). The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. The Company has also received from them declaration of compliance of Rule 6 (1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs ("IICA") at Manesar, for inclusion/ renewal of name in the databank of Independent Directors. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct for Independent

Directors prescribed in Schedule IV of the Act. Accordingly, all the Independent Directors of the Company had registered their names with data bank of IICA. The Board of Directors of the Company have taken on record the declarations and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same and confirmed that the Independent Directors fulfil the conditions of independence specified in Listing Regulations and the Companies Act, 2013, as amended and are independent of the management.

In the opinion of the Board, all the Independent Directors are persons possessing attributes of integrity, expertise and experience (including proficiency) as required under the applicable laws, rules and regulations.

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the Listing Regulations, M/s. Keyul M. Dedhia & Associates, Company Secretaries, Mumbai, has certified that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority and the certificate forms part of the Report of Corporate Governance forming part of this Annual Report.

The Board meets at regular intervals to consider and approve financial results, business policies and strategic proposals apart from other items of business. The Board and Committee meetings are pre-scheduled, and a tentative annual calendar of meetings is circulated to the Directors in advance to ensure participation of all Directors.

During the year under review, five Board meetings were held on May 16, 2024, July 24, 2024, October 29, 2024, January 28, 2025, and March 17, 2025. The intervening gap between the meetings was within the period prescribed under the Act and the Listing Regulations. The details of the Board meetings are given in the Report on Corporate Governance which forms part of this Report. The Company provides all the Board Members the facility to participate in the meetings of Board and its Committees through Video Conferencing/ Other Audio-Visual Means.

Pursuant to the requirements of Schedule IV to the Act and the Listing Regulations, separate meetings of the Independent Directors of the Company were held on May 16, 2024, and March 05, 2025, and the Independent Directors reviewed the matters enumerated under Schedule IV(VII)(3) to the Act and

Regulation 25(4) of the Listing Regulations. All the Independent Directors attended the said meetings.

Pursuant to the requirements under the Act and the Listing Regulations, the Board of Directors have constituted various committees such as Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility ("CSR") Committee and Risk & ESG Committee. During the year under review, the Board has reconstituted the various Committees due to retirement of Mr. Cherian N Punnoose, Mr. C J George and Mr. Ullas K Kamath, Non-executive Independent Directors of the Company.

The composition and terms of reference of the Committees including changes and number of meetings held during the Financial Year under review are given in the Report on Corporate Governance forming part of this Annual Report. All the recommendations made by the Committees of the Board including the Audit Committee were accepted by the Board.

Pursuant to the provisions of the Act and the Listing Regulations, annual evaluation of the performance of the Board, the Directors and the committees of the Board was evaluated through an external agency.

The Nomination and Remuneration Committee of the Company has engaged an external agency to carry out the performance evaluation of each individual Director, Committee and Board as a whole. Performance evaluation was carried out through a digital platform, based on a structured questionnaire, formulated taking into consideration the criteria approved by the Nomination and Remuneration Committee.

Evaluation criteria of the Board were made based on the role played by the Board in the governance, overall functioning, evaluating strategic proposals, financial reporting process, internal controls and its effectiveness and review of risk management process. The evaluation of individual Director was carried out based on various parameters such as participation in the Board and its Committee meetings, contribution towards strategic proposals, suggesting risk mitigation measures, putting in place internal controls, governance, leadership, and talent development, and managing external stakeholders. Performance evaluation of various committees of the Board was carried out based on the criteria such as constitution, effective functioning of the committees as per the terms of reference, periodical suggestions and recommendations given by the committees to the Board, etc.

In the meeting of Independent Directors held during the year, the members considered evaluation of the performance of the Chairperson based on criteria such as giving guidance to the Board and ensuring the independence of the Board, etc. The performance of the Non-Independent Directors was also evaluated based on their contribution made to the growth of the Company, strategic initiatives and Board deliberations.

In terms of Regulation 25(7) of the Listing Regulations, the Company familiarizes its Directors about their roles and responsibilities at the time of their appointment through a formal letter of appointment. The letter of appointment / re-appointment is available on the website of the Company at the link https://www. vguard.in/investor-relations/appointment-letter.

During the year under review, presentation on regulatory updates on SEBI Regulations, ESG, statutory policy updates, updates on projects and investments made by the company, CSR Projects undertaken/to be undertaken by the Company pursuant to the provisions of the Companies Act, 2013 were made to Directors. They also visited one of the manufacturing plant, during the year.

The details of the programs/sessions conducted for familiarization of Independent Directors can be accessed on the website of the Company at the link https://www.vguard.in/uploads/investor_relations/ Familiarisation-Program-2024-25.

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Directors to the best of their knowledge and belief, confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards have been followed, and no material departures have been made from the same;

ii. That they had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2024-25 and of the profit and loss of the Company for that period;

iii. That they had 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;

iv. That they had prepared the annual accounts on a going concern basis; v. That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.

The members in the 26^th Annual General Meeting of the Company had approved the appointment of M/s. Price Waterhouse Chartered Accountants LLP [PWC] (Registration No. 012754N/ N500016) as the Statutory Auditors of the Company for a term of 5 (five) years to hold office from the conclusion of the 26^th Annual General Meeting until the conclusion of the 31^st Annual General Meeting of the Company to be held in the calendar year 2027.

The Board has duly examined the Statutory Auditors' Report on the financial statements of the Company for the Financial Year 2024-25, which is self-explanatory. The Auditor's Report for the Financial Year ended March 31, 2025 does not contain any qualification, reservation or adverse remarks.

As per Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, on recommendation of the Audit Committee, the Board of Directors has re-appointed M/s. BBS

& Associates, Cost Accountants, Kochi as Cost Auditor for the Financial Year 2025-26 to conduct audit of cost records maintained by the Company. The appointment and remuneration payable to the Cost Auditor was approved by the Board, based on the recommendation of the Audit Committee. The requisite resolution for ratification of remuneration payable to the Cost Auditor, by the members of the Company is set out in the Notice of the ensuing AGM. The Cost Auditor has certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the said Act.

The Cost Audit Report for the Financial Year 2023-24, issued by M/s. BBS & Associates, Cost Accountants, Kochi was duly filed with the Ministry of Corporate Affairs within the timeline. The Cost Audit Report does not contain any qualifications, reservations, or adverse remarks.

M/s. BBS & Associates, Cost Accountants, Kochi are in the process of carrying out the cost audit for applicable products for the Financial Year 2024-25. The Report to be issued by them will be considered by the Board of Directors and the same will be filed with the Ministry of Corporate Affairs within stipulated time as prescribed in the Companies Act, 2013 and rules made thereunder.

The Company made and maintained the Cost Records under Section 148 of the Companies Act, 2013 for the Financial Year 2024-25.

Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 24A of the Listing Regulations, the Board had re-appointed M/s. Keyul M Dedhia & Associates, Company Secretaries, Mumbai, as Secretarial Auditors of the Company for the Financial Year 2024-25 as recommended by the Audit committee.

The Secretarial Auditors have submitted their report for the Financial Year 2024-25, confirming compliance by the Company of all the provisions of applicable corporate laws. The Secretarial Audit Report for the Financial Year 2024-25 is annexed as Annexure-I which forms part of this report. The Board has duly examined the Secretarial Auditors' Report for the Financial Year 2024-25, which is self-explanatory.

The Board of Directors upon the recommendation of Audit Committee proposes to the shareholders, the appointment of M/s. Dedhia Shah & Partners LLP, Company Secretaries, Mumbai (ICSI Unique Code Number: L2025MH019000) as Secretarial Auditors of the Company for a term of 5 (five) years to hold office from Financial Year 2025-26 to 2029-30. The Company has received necessary documents/certificates from the Secretarial Auditors including consent, eligibility certificate, non-disqualification certificate, peer reviewed certificate, etc. The above proposal of appointment forms part of the Notice of the 29^th Annual General Meeting of the Company and the relevant resolution is recommended for members approval thereon.

Pursuant to the provisions of Section 138 of the Act, the Board of Directors, on recommendation of the Audit Committee, re-appointed M/s Mahajan & Aibara Chartered Accountants LLP, Mumbai, as the Internal Auditors of the Company for the Financial Year 2024-25 in its meeting held in May 2024.

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors or the Cost Auditors has reported to the Audit Committee, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees.

In terms of provisions of Section 178(3) of the Act, the Nomination and Remuneration Committee of the Company has formulated and recommended to the Board a policy, containing the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive/Non- Executive) and it highlights the remuneration for the Directors, Key Managerial Personnel and other employees, ensuring that it covers the matters mentioned in Section 178(4) of the Act. During the year under review, the Nomination, Remuneration and Evaluation Policy was amended for updating the required changes. The Nomination, Remuneration and Evaluation Policy is available on the website of the Company at the link https://www. vguard.in/uploads/investor_relations/Nomination-Remuneration-Evaluation-Policy.pdf

Your Company, as required under Section 177 (9) of the Act and Regulation 22 of the Listing Regulations, has established a Whistle Blower Policy, which enables the Directors, Employees etc. to report instances of unethical behaviour, fraud or violation of Company's Code of Conduct. The policy provides for direct access to the Chairperson of the Audit Committee and for safeguarding the whistle blowers who raises grievances, against victimization. During the year under review, the policy was reviewed/amended to streamline the process and improve coverage. During the period under review, two complaints were received and duly resolved and hence no complaint was pending as on March 31, 2025.

The policy formulated in line with the provisions of the Act and the Listing Regulations is available on the website of the Company at https:// www.vguard.in/uploads/investor_relations/ WHISTLEBLOWER-POLICY.pdf

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a Corporate Social Responsibility (CSR) Committee and framed a CSR policy which details the programmes / activities that can be carried out under various programmes heads and the same is available on the website of the Company at https://www.vguard.in/ uploads/investor_relations/CSR-Policy.pdf.

During the year under review, the Company's CSR Programmes are focused on three broad programme areas, viz. Edu-care and Skill Development, Health & Hygiene and Build India & Relief programs. During the Financial Year under review, the Company carried out several initiatives under the CSR programme heads, through V-Guard Foundation, a Section 8 Company formed to carry out CSR activities of the Company and its Subsidiaries. A report on CSR activities is attached as Annexure-II forming part of this report.

The Company has formulated Enterprise Risk Management Policy in accordance with the guidelines provided under the Charter of the Risk and ESG Committee of the Board of Directors, and pursuant to Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Risk Management Charter and Policy institutionalize a formal risk management function and framework consisting of risk management process, risk governance and communication structure.

The Risk Management Policy provides a structured, consistent, and continuous process across the whole organization for identifying and assessing risks, deciding on mitigations and reporting on the opportunities and threats that may affect the achievement of its strategic objectives.

Pursuant to the provisions of Regulation 43A of the Listing Regulations, the Board of Directors of the Company has adopted a Dividend Policy which details the dividend philosophy of the Company. As per the Policy, the Board of Directors shall consider internal and external factors while recommending / declaring interim or final dividend. The said policy is given in Annexure-III to this report and placed on the website of the Company at https://www.vguard. in/uploads/investor_relations/Dividend-policy.pdf

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which the financial statements relate and the date of the report.

There was no change in the nature of business of the Company during the Financial Year 2024-25.

The Company has Internal Control Systems commensurate with the nature of its business, size and complexities. The Audit Committee reviews the adequacy and effectiveness of the internal control system and monitors the implementation of audit recommendations. During the Financial Year under review, a reputed consultant conducted detailed review of control processes in key control areas. No significant deficiencies were reported during the test of IFC.

Further, the Statutory Auditors of the Company also reviewed internal controls over financial reporting of the Company as on March 31, 2025 and issued their report which forms part of the Independent Auditor's report.

Particulars of Loans, Guarantees and Investments pursuant to Section 186 of the Act is given hereunder: During the year under review, your Board of Directors had approved an investment of _ 2.5 Lakhs (Rupees Two Lakhs and Fifty Thousand Only) divided into 2,500 Equity shares of _ 100/- each in KINFRA Electronic Park Pvt. Ltd. a Special Purpose Vehicle (SPV) developed by KINFRA to manage day to day operations and for sustainable development of the KINFRA Campus where the Company is setting up its state-of-the-art innovation campus.

During the Financial Year under review, your Board of Directors had approved granting of secured interim loan up to H 6.60 crores (Rupees Six Crores and

Sixty Lakhs Only) to Gegadyne Energy Labs Pvt. Ltd. (GEL), Associate Company, in one or more tranches. As on March 31, 2025, loan amount of H 1.60 crores (Rupees One Crores and Sixty Lakhs Only) was disbursed to GEL.

Further, details of loans and investments as on March 31, 2025, are set out in the Note 6 & 7 to the standalone financial statements of the Company.

The consolidated financial statements of the Companies are prepared in accordance with Indian Accounting Standards (Ind AS) notified under Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Act, (Ind AS compliant Schedule III), as applicable to the consolidated financial statements and the same forms an integral part of this Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries and an Associate Company, for the Financial Year 2024-25 is given in Form AOC-1 which forms an integral part of this Annual Report.

In accordance with Section 136(1) of the Act, the Annual Report of your Company containing inter alia, financial statements including consolidated financial statements, has been placed on the Company's website at https://www.vguard.in/investor-relations/annual-reports. Further, the financial statements of the Subsidiaries are also placed on the Company's website at https://www.vguard.in/investor-relations/subsidiaries.

Any member desirous of inspecting or obtaining copies of the audited financial statements, including the consolidated financial statements of the Company, audited financial statements in respect of the Subsidiary companies may write to the Company Secretary at investors@vguard.in.

The Company has not revised the financial statements or Board's Report in respect of any of the three preceding Financial Years.

During the year under review, the Nomination and Remuneration Committee granted the following options to eligible employees under ESOS 2013:

a) 15,19,200 options on May 15, 2024, b) 8,07,159 options on July 23, 2024, c) 35,721 options on October 28, 2024, and d) 2,12,006 options on January 27, 2025

The above options will vest over a period of not more than 4 years from the date of grant on time and performance basis.

During the year under review, the Board of Directors issued and allotted the following shares of face value of H 1/- to eligible employees who exercised options granted to them as per ESOS 2013.

a) 4,90,053 equity shares at face value. b) 5,67,000 equity shares at a premium of H 67.75/- c) 3,36,000 equity shares at a premium H 120.80/-

During the year, options cancelled due to separation of employees and non-achievement of performance criteria, were added back to the ESOP pool as per ESOS 2013 and shall be available for making any future grants.

The disclosure pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and

Section 62(1)(b) of the Act, read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is provided in Annexure-IV which forms part of this Report.

In compliance with Regulation 26(3) of the Listing Regulations and the Act, the Company has framed and adopted Code of Conduct for Directors and Senior Management (the Code), which provides guidance on ethical conduct of business and compliance with laws and regulations.

All members of the Board and Senior Management personnel have affirmed their compliance with the Code as on March 31, 2025. A declaration to this effect, signed by the Managing Director in terms of the Listing Regulations is given in the Report of Corporate Governance forming part of this Annual Report. The Code is made available on the Company's website at https://www.vguard.in/uploads/investor_relations/ Code-Conduct-for-Board-Senior-Management.pdf.

Pursuant to Section 134 and Section 92(3) of the Act read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the Annual Return of the Company containing the particulars prescribed, in Form MGT-7, as on March 31, 2024, is made available on the Company's website at https://www.vguard.in/uploads/investor_ relations/Annual_Return_2024.pdf.

The draft of Form MGT-7, as on March 31, 2025, is made available on the Company's website at https:// www.vguard.in/uploads/investor_relations/Annual-Return-2025.pdf.

Pursuant to Regulation 34(2)(e) of the Listing Regulations, a detailed Management Discussion and Analysis Report for the Financial Year under review is presented in a separate section, forming part of the Annual Report.

The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.

All related party transactions which were entered during the Financial Year were in the ordinary course of business and at arm's length basis. During the year under review, there were no materially significant related party transactions entered by the Company with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interests of the Company.

During the year under review, the Audit Committee of the company also reviewed Related Party Transactions, entered by its Wholly-owned subsidiaries with the Company, on quarterly basis in compliance with the latest amendment made in Listing Regulations. The Company had entered into Material Related Party Transactions with V-Guard Consumer Products Ltd., Wholly-owned subsidiary as per the provisions of the Companies Act, 2013.

A statement with respect to all related party transactions was presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of transactions. All the related party transactions entered during the Financial Year were on arm's length basis and in the ordinary course of business. The details of related party transactions are provided in Form AOC-2, as Annexure-V, as prescribed under Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Disclosures as per Ind-AS 24 have been made in note 45 of the financial statements for the year ended March 31, 2025.

In accordance with the requirements of the Listing Regulations, the Company has also adopted a Policy on Materiality and dealing with Related Party Transactions. During the year under review, the said policy was reviewed/amended in line with latest amendments in Listing Regulations. A Policy on materiality and dealing with Related Party Transactions has been placed on the website of the Company at https://www.vguard.in/uploads/ investor_relations/POLICY-MATERIALITY-DEALING-RELATED-PARTY-TRANSACTIONS.pdf

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as required under Regulation 34(3) read with Schedule V of the Listing Regulations forms part of this Annual Report. Further as required under Regulation 17(8) of the Listing Regulations, a certificate from the Managing Director and Chief Financial Officer is annexed with this Report.

A certificate from M/s. Keyul M. Dedhia and Associates, Company Secretaries, Mumbai, confirming the compliance of the Company with the conditions of Corporate Governance, as stipulated under the Listing Regulations, is attached to the Report of Corporate Governance.

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is furnished in Annexure-VI and forms part of this Report.

The remuneration details of Directors and Key Managerial Personnel and ratio of remuneration of each Director to the median of employees' remuneration as per Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure-VII. In accordance with the provisions of Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the names and particulars of remuneration of top ten employees who have drawn remuneration not less than the limits specified in the Rules is available on the website of the Company at https://www.vguard.in/investor-relations/disclosure-others.

Mr. Mithun K Chittilappilly, Managing Director, Mr. Ramachandran V, Whole-time Director and COO, and Mr. Antony Sebastian K, Whole-time Director of the Company has not received any remuneration or commission from any of the subsidiary companies. Further, the Company doesn't have any holding company, hence, there does not arise a circumstance of any remuneration or commission from holding company.

The Company has in place a policy on prevention of sexual harassment at workplace. The Policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment as per the guidelines provided in the policy. All women employees (permanent, temporary, contractual and trainees) are covered under this policy, and it has been circulated amongst the employees of the Company and the same is exhibited on the notice board of all the business locations/divisions of the Company. During the period under review, no complaint was received and one complaint which was pending at the beginning was resolved during the year.

During the year under review, the Company has neither made any application, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

q) 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.

r) There is no agreement impacting management or control of the Company or imposing any restriction or create any liability upon the Company. Hence, no disclosure is required under clause 5A of paragraph A of Part A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

s) During the year under review, your Company has suo-moto filed adjudication application with the Hon'ble Registrar of Companies, Kerala & Lakshadweep, for violation of provisions of Section 152(6) of the Companies Act, 2013 and rules made thereunder and received the Order dt August 18, 2024, issued by Adjudicating Officer, Registrar of Companies, Kerala & Lakshadweep. The Company has duly filed the said Order with the Ministry of Corporate Affairs within the statutory timeline.

During the year under review, applicable Secretarial Standards issued by the Institute of Company Secretaries of India ("ICSI"), i.e. Secretarial Standard-1 ("SS-1") and Secretarial Standard-2 ("SS-2"), relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly complied by the Company.

The equity shares of the Company are listed on BSE Ltd. (BSE) and National Stock Exchange of India Ltd. (NSE). The listing fee for the Financial Year 2025-26 was paid to both the Stock Exchanges.

The Board has formulated the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (Fair Disclosure Code) for fair disclosure of events and occurrences that could impact price discovery in the market for the Company's securities and to maintain the uniformity, transparency, and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. The same is available on the website of the company at https://www.vguard.in/uploads/investor_relations/ C O D E _ P R A C T I C E S _ P R O C E D U R E S _ F A I R _ DISCLOSURE_UPSI.pdf.

The Board has formulated a code of conduct for regulating, monitoring and reporting of trading of shares by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances. The same is available on the website of the Company at https://www. vguard.in/uploads/investor_relations/Code-Conduct-Insider-Trading.pdf.

During the year under review, all the corporate actions were duly implemented/completed within the specified time limit.

Your Board of Directors place on record their sincere appreciation for the steadfast commitment and performance showcased by the employees at all levels during the year. The relentless performance of the employees over the years has led to consistent growth of the Company. The Directors also sincerely thank channel partners, shareholders, various Government & other Statutory Authorities, Banks, Financial Institutions and Analysts for their continued assistance, cooperation and support.