V I P Industries Ltd

Your Directors are pleased to present the 57th Annual Report together with Audited Financial Statements and Auditor's Report for the financial year ended March 31, 2024.

(Rs in Crores)

During the financial year ended March 31, 2024, revenue from Operations was Rs 2,215.50 crores as against Rs 2,019.53 crores during the previous year, registering a growth of 9.70%. Profit before exceptional items and tax was at Rs 10.40 crores as against Rs 178.38 crores in the previous year. Profit after Tax for the year under review was at Rs 28.02 crores as against Rs 160.93 crores in the previous year.

During the financial year ended March 31, 2024, revenue from Operations was Rs 2,244.96 crores as against Rs 2,082.32 crores during the previous year, registering a growth of 7.81%. Profit before exceptional items and tax was at Rs 50.78 crores as against Rs 228.74 crores in the previous year. Profit after Tax for the year under review was at Rs 54.28 crores against a profit of Rs 152.34 crores in the previous year.

A detailed analysis of the operations of your Company during the year under review is included in the Management Discussion and Analysis, forming part of this Annual Report.

During the year, although International business was under pressure due to renewed headwinds arising out of global challenges, we were able to achieve a reasonable revenue from Exports during the year. We were able to extend our footprint in UK, after a long hiatus and are poised for good growth in the coming years.

With the Middle East being disturbed due to tensions in the region, our Exports sales have taken a drop there. The global undertone on slowdowns and recession have resulted in slower sales in other countries too, especially in Europe and Southeast Asia. With Currency devaluations and China coming back to usual on the supply front, we have faced issues in economically weaker countries.

In terms of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at http://www.vipindustries.co.in/financial- information.php.

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2 relating to ‘Meetings of the Board of Directors' and ‘General Meetings' respectively have been duly followed by the Company.

During the financial year ended March 31, 2024, 7 (Seven) Board meetings were held with a minimum of one meeting in each quarter and the gap between two consecutive Board meetings was less than one hundred and twenty days. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

Under the requirements of Section 134(3)(c) of the Companies Act, 2013 concerning the Directors' Responsibility Statement, based on their knowledge and belief and the information and explanations obtained, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) such accounting policies selected and applied consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2024, and of the profit and loss of your Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records by the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) annual accounts for the financial year ended March 31, 2024, have been prepared on a going concern basis;

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

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

Under section 134(3)(d) of the Act, your Company confirms having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for the selection and appointment of Directors, Key Managerial Personnel, and Senior Management Personnel and their remuneration. This policy formulates the criteria for determining qualifications, competencies, positive attributes, and independence for the appointment of a Director (Executive/Non-Executive) and the criteria for determining the remuneration of the Directors, KMP, and other employees. Nomination and Remuneration Policy of the Company has been displayed on the Company's website at the link - http://www.vipindustries.co.in/policies.php

At the 54th Annual General Meeting of the Company held on 13th August 2021, and under the provisions of the Act and the Rules made thereunder, M/s Price Waterhouse Chartered Accountants LLP, Chartered Accountants having Firm Registration No. 012754N/N500016, was appointed as the Statutory Auditor of the Company for a second term of 5 (Five) years from the conclusion of the 54th Annual General Meeting till the conclusion of 59th Annual General Meeting to be held in the year 2026. The Statutory Auditor(s) are not disqualified from continuing as Auditor(s) of the Company.

The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, or adverse remark.

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactments(s) thereof for the time being in force.

Under the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of your Company has re- appointed M/s. Ragini Chokshi & Co., Company Secretaries in Practice to undertake the Secretarial Audit of your Company for the financial year 2024-25. The Secretarial Audit Report for the financial year 2023-24 forms part of this Annual Report and is annexed as Annexure "A" to the Board's report. The Secretarial Audit does not contain any qualifications, reservations, or adverse remarks.

Details of guarantees given by the Company under Section 186 of the Companies Act, 2013 are set out in Note 50 to the Standalone Financial Statement of the Company. Details of investments made under the provisions of Section 186 of the Act as of March 31, 2024, are set out in Note 7 and 8A to the Standalone Financial Statement of the Company.

Your Company has established a Policy for determining related party transactions. The Audit Committee oversees the related party transactions. Related Party Transaction Policy of the Company has been displayed on the Company's website at the link - http://www.vipindustries.co.in/policies. php.

ALL contracts or arrangements entered into by the Company with ReLated Parties have been done at arm's Length and are in the ordinary course of business.

Under Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC- 2 which is annexed herewith as Annexure "B" to this report. Related Party disclosures as per IndAS have been provided in Note No. 44 of Standalone Financial Statements.

Discussion on the state of the Company's affairs has been covered as part of the Management Discussion and Analysis. Management Discussion and AnaLysis for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this AnnuaL Report.

The Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013.

During the year under review, the Company has not transferred any amount to the General Reserves. As of March 31, 2024, the Reserves and SurpLus (other equity) of the Company were at Rs 588.36 crores including retained earnings of Rs 316 crores.

Your Company paid an interim dividend during the financial year 2023-24 as per the details given hereunder:

Your Directors do not recommend any final dividend for the year 2023-24.

The Board has approved and adopted the Dividend Distribution Policy and the same has been displayed on the Company's website at the Link - http://www.vipindustries. co.in/poLicies.php

There are no adverse materiaL changes or commitments that occurred after March 31, 2024, which may affect the financial position of the Company or may require disclosure.

The particulars relating to the conservation of energy, technology absorption, foreign exchange earnings, and outgo, as required to be discLosed under Section 134(3) (m) of the Companies Act, 2013 read with RuLe 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure "C" as attached to this report.

The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organization structure with defined roles and responsibilities for risk management.

The processes and practices of risk management of the company encompass risk identification, classification, and evaluation and mitigation. The company identifies all strategic, operational, and financial risks by assessing and analysing the latest trends internally and externally and using it for risk management activities.

As a part of the company's strategic planning process, the directors have reviewed the risk management policy and processes and also the risks faced by the company and the corresponding risk mitigation plans deployed. The company is on track with respect to its risk mitigation activities. The Risk Management & Business Responsibility and Sustainability Committee oversees the risk management framework.

During the financiaL year 20232-24, your Company spent Rs 1.75 Crores towards a Corporate Social Responsibility (CSR) which was more than the Statutory Limits required to be spent by the Company.

The csr committee of the company comprises mr. Dilip g. Piramal (chairman of the csr committee), ms. Radhika piramal and mr. Ramesh damani.

The annual report on csr activities that includes details about the csr policy developed and implemented by the company and csr initiatives taken during the financial year 2023-24 is in accordance with section 135 of the companies act, 2013 and companies (corporate social responsibility policy) rules, 2014 and is annexed herewith as annexure "d" to this report. The csr policy is placed on the company's website at http://www.vipindustries.co.in/policies.php.

Pursuant to provisions of section 178 of the companies act, 2013 and regulation 17 of the sebi (listing obligations and disclosure requirements) regulations, 2015, the board has carried out an annual evaluation of the performance of the Board, its Committees, and individual Directors.

Performance evaluation has been carried out as per the Nomination & Remuneration Policy of the Company.

The Company has devised a Policy for performance evaluation of the Independent Directors, Non-executive Directors, Executive Directors, the Board of Directors, and respective Committees entirely. The said policy is put on the website of the Company at http://www.vipindustries.co.in/ policies.php.

The overall performance of the Chairman, Executive Directors, and Non-Executive Directors of the Company is satisfactory. The evaluation was based on parameters of performance, knowledge, analysis, quality of decision- making, etc.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Ms. Radhika Piramal (DIN: 02105221), Executive Vice Chairperson of your Company retires by rotation and being eligible offers herself for re-appointment. The Board recommends her re-appointment and the same forms part of the notice of Annual General Meeting. The disclosures required regarding re-appointment of Ms. Radhika Piramal pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting issued by the Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.

1. Ms. Neetu Kashiramka (DIN: 01741624) was appointed as Executive Director & Chief Financial Officer of the Company for a period of 5 (five) years w.e.f. May 8, 2023. The Members of the Company had approved the said appointment by passing an ordinary resolution at the 56th Annual General Meeting of the Company held on August 2, 2023. Ms. Neetu Kashiramka was appointed as Managing Director- Designate & Chief Financial Officer w.e.f August 15, 2023, till November 13, 2023, and as Managing Director & Chief Financial Officer w.e.f November 14, 2023. The Members of the Company had approved the said appointments by passing an ordinary resolution by way of Postal Ballot on September 24, 2023. Consequent to the appointment of Mr. Manish Desai as Chief Financial Officer & Key Managerial Personnel, Ms. Neetu Kashiramka was re-designated as Managing Director of the Company w.e.f February 14, 2024.

2. During the year under review Dr. Suresh Surana (DIN: 00009757) was appointed as Non-Executive Independent Director of the Company for a period of 5 (five) years w.e.f. 7th August, 2023, and Mr. Ashish Saha (DIN: 05173103) was appointed as Executive Director of the Company for 5 (five) years w.e.f. August 7, 2023. The Members of the Company had approved the said appointments by passing an ordinary/special resolution by way of Postal Ballot on September 24, 2023.

3. Ms. Radhika Piramal (DIN 02105221) was reappointed as the Executive Vice Chairperson of the Company for 5 (Five) years w.e.f. April 7, 2024, Mr. Tushar Jani (DIN 00192621) and Mr. Ramesh Damani (DIN 00304347) were reappointed as an Independent Director of the Company for a second term of 5 (Five) consecutive years w.e.f. May 7, 2024. The Members of the Company had approved the said appointments by passing a special resolution by way of Postal Ballot on May 5, 2024.

4. Mr. Manish Desai was appointed as Chief Financial Officer & designated as Key Managerial Personnel of the Company w.e.f. February 14, 2024.

Mr. Anindya Dutta (DIN: 08256456), resigned from the post of Managing Director of the Company with effect from November 13, 2023. Your Directors place on record deep appreciation for the valuable services rendered by Mr. Anindya Dutta during his tenure with the Company.

Blow Plast Retail Limited, VIP Industries Bangladesh Private Limited, VIP Industries BD Manufacturing Private Limited, VIP Luggage BD Private Limited, and VIP Accessories BD Private Limited continued to be the wholly owned subsidiary companies of the Company. All the subsidiaries of the Company are unlisted. As of March 31, 2024, VIP Industries BD Manufacturing Private Limited is classified as material subsidiary under SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015.

Accordingly, as of March 31, 2024, the Company has 1 Indian and 4 overseas wholly owned Subsidiaries.

During the year under review, no companies have become/ ceased to be joint ventures or associate companies of the Company.

A statement containing the salient features of financial statements of subsidiaries as per 129(3) of the Act, is also included in this Annual Report in form AOC-1, presented in a separate section forming part of the financial statement. The financial statements of the subsidiary companies are available for inspection on the Company's website - https:// vipindustries.co.in/ financial-information.php.

The Policy for determining "Material" subsidiaries has been displayed on the Company's website - http://www. vipindustries.co.in/ policies.php

During the year under review, your Company has not accepted any deposits. Your Company does not have any unclaimed deposits as of March 31, 2024.

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Company's operations in the future.

Your Company has put in place adequate internal financial controls concerning the financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company's policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

BRSR as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.

The Board members are provided with necessary documents/brochures, reports, and internal policies to enable them to familiarize themselves with your Company's procedures and practices. Periodic presentations are made at the Board Meetings and the Committee Meetings, on business and performance updates of your Company, global business environment, business strategy, and risks involved. The details of programs for familiarisation for Independent Directors are posted on the website of the Company and can be accessed at http://www.vipindustries. co.in/corporate-governance.php.

Every new Independent Director of the Board is required to attend an orientation program to familiarize the new inductees with the strategy, operations, and functions of your Company. The Executive Directors/Senior Management personnel make presentations to the inductees about your Company's strategy, operations, products, markets, finance, human resources, technology, quality, facilities, and risk management.

Your Company has established a Vigil Mechanism Policy for your Directors, employees, and stakeholders to safeguard against the victimization of persons who use vigil mechanisms and report genuine concerns. The Audit Committee oversees the vigil mechanism complaints. The Vigil Mechanism Policy of the Company has been displayed on the Company's website at the link - http:// www.vipindustries.co.in/policies.php.

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘the Act') and Rules made thereunder, your Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Act. While maintaining the highest governance norms, the Company has also appointed external independent persons, who have done work in this area and have requisite experience in handling such matters. During the year, no sexual harassment complaint was received by the Company. To build awareness in this area, the Company has been conducting programs continuously.

Under the approval of the Members at the Annual General Meeting held on July 17, 2018, the Company adopted the VIP Employee Stock Appreciation Rights Plan 2018 ("ESRAP 2018"/ "Plan"). By ESARP 2018, the employee of the Company and its subsidiaries are entitled to receive Employee Stock Appreciation Right (ESAR), which entitle them to receive appreciation in the value of the shares of the Company at a future date and in a pre-determined manner, where such appreciation is settled by way of allotment of shares of the Company. The Company confirms that the EASRP 2018 complies with the provisions of the SEBI (Shares Based Employee Benefit and Sweat Equity) Regulation, 2021.

Details of the ESAR granted under ESARP 2018 along with the disclosures in compliance with SEBI (Shares Based Employee Benefits and Sweat Equity) Regulations, 2021 are uploaded on the website of the Company at http://www. vipindustries.co.in/corporate- governance.php.

During the year under review, pursuant to the approval of the Members at the Annual General Meeting held on August 2, 2023, the Company has increased the number of equity shares to be granted on exercise of ESARs from 7,06,587 (Seven Lakhs Six Thousand Five Hundred Eighty-Seven) equity shares to 17,06,587 (Seventeen Lakhs Six Thousand Five Hundred Eighty-Seven) equity shares of the face value of Rs 2/- each fully paid up.

The Company has awarded 28,51,500 ESARs to the eligible employee(s) of the Company and its subsidiary(ies) under the ESARP Scheme 2018, which upon vesting shall convert into not more than 17,06,587 equity shares of the Company.

The paid-up Equity Share Capital of the Company as on March 31, 2024, stood at Rs 28.39 crores.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2024, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

As of March 31, 2024, the Audit Committee comprises Mr. Tushar Jani (Chairman of the Audit Committee), Ms. Radhika D. Piramal, Mr. Amit Jatia, and Mr. Suresh Surana. All the recommendations made by the Audit Committee were deliberated and accepted by the Board. For details of the meetings of the Committee, please refer to the Corporate Governance Report, which forms part of this Report.

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.

Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of your Company. The said information is available for inspection on the Company's website - http://www. vipindustries.co.in and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.

During the year, there was no case and/ or application and/ or proceedings filed by and/ or against the Company under the Insolvency and Bankruptcy Code, 2016.

There was no instance of a one-time settlement with any Bank or Financial Institution during the period under the review.

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:

1. Your Directors' Remuneration (including commission and variable pay) to the median remuneration of the employees of your Company for the year 2023-24 was as under:

2. The Percentage increase in remuneration of the Executive Vice Chairperson, Managing Director, Executive Director, Chief Financial Officer, and Company Secretary was as under:

4 Ms. Neetu Kashiramka, Chief Financial Officer of the Company was appointed as Executive Director w.e.f May 8, 2023. Ms. Neetu Kashiramaka was further appointed as Managing Director- Designate w.e.f August 15, 2023 and as Managing Director & CFO w.e.f November 14, 2023 and as Managing Director w.e.f February 14, 2204. Increase in remuneration also includes perquisite value on the exercise of 50,000 EASRs during the year

** Mr. Anindya Dutta stepped down as Managing Director w.e.f November 13, 2023. Increase in remuneration also includes perquisite value on the exercise of 1,05,000 ESARs during the year.

" Mr. Ashish Saha was appointed as Executive Director w.e.f August 7, 2023. Increase in remuneration also includes perquisite value on the exercise of 25,000 ESARs during the year.

# Mr. Manish Desai was appointed as Chief Financial Officer of the Company w.e.f February 14, 2024.

@ Increase in remuneration also includes perquisite value on the exercise of 15,000 ESARs during the year.

The percentage increase in the median remuneration of employees for the financial year 2023-24 is around 3.13%. The percentage decrease in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.

3. The number of permanent employees on the rolls of the Company is 1,385 (excluding the employees of the Subsidiary companies).

4. The Percentage increase in salaries of the managerial personnel at the 50th percentile is 10.02%.

The Percentage increase in salaries of the non- managerial personnel at the 50th percentile is 4.28%.

5. The remuneration paid to the Directors is as per the Remuneration Policy of the Company.

During the year under review, no Managing Director / Whole- time Director of the Company receives any remuneration or commission from any of its subsidiaries.

Industrial relations remained cordial throughout the year under review.

Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.