2. FINANCIAL ANALYSIS AND REVIEW OF
OPERATIONS:

PRODUCTION & SALES REVIEW:

During the year under review, your Company has registered
Revenue from Operations of H 9,587.21 crore as compared
to H 9,298.68 crore in the previous year. The export of the
Company (FOB value) increased from H 3,899.00 crore to
H 4,028.00 crore showing an increase of 3.31% over the
previous year. The business wise performance is as under:-

a) Yarn:

The production of Yarn increased from 2,62,291 MT
to 2,67,552 MT during the year 2024-25.

b) Fabric:

During the year, the production of grey fabric
increased from 204 million meter to 208 million meter.

The production of processed fabric increased from
154 million meter to 170 million meter.

c) Garment:

The number of garments produced during the year
2024-25 increased from 15.48 lac to 18.95 lac.

STANDALONE:

Profitability:

The Company earned profit before depreciation, interest
and tax of H 1,624.63 crore as against H 1,291.93 crore
in the previous year. After providing for depreciation of
H 397.92 crore (Previous Year H 398.96 crore), interest of
H 77.02 crore (Previous Year H 101.99 crore), provision
for current tax of H 240.69 crore (Previous Year H 177.44
crore), deferred tax of H 29.93 crore (Previous Year H 5.91
crore), the net profit from operations after comprehensive

income worked out to H 880.05 crore as compared to
H 611.44 crore in the previous year.

The balance available for appropriation after adding
balance in surplus account is H 8,097.11 crore. Out of this,
a sum of H 115.67 crore has been utilised towards dividend
and balance of H 7,981.44 crore is proposed to be carried
as surplus to the Balance sheet.

Resources Utilisation:

a) Fixed Assets:

The Net Block as at 31^st March, 2025 was H 4,090.36
crore as compared to H 3,710.77 crore in the
previous year.

b) Current Assets:

The current assets as on 31^st March, 2025 were
H 6,057.22 crore as against H 6,218.41 crore in the
previous year. Inventory level was at H 3,681.80 crore as
compared to the previous year level of H 4,106.96 crore.

CONSOLIDATED:

Profitability:

The Company earned profit before depreciation, interest
and tax of H 1,646.44 crore as against H 1,341.80 crore
in the previous year. After providing for depreciation of
H 400.92 crore (Previous Year H 404.59 crore), interest of
H 77.28 crore (Previous Year H 102.28 crore), provision
for current tax of H 242.81 crore (Previous Year H 181.51
crore), deferred tax of H 38.71 crore (Previous Year H 16.72
crore), the net profit from operations after comprehensive
income worked out to H 887.56 crore as compared to
H 640.59 crore in the previous year.

The balance available for appropriation after adding
balance in surplus account is H 8,300.08 crore. Out of this,
a sum of H 96.76 crore has been utilised towards dividend
(net of minority adjustment of earlier years), an amount of H
1.11 crore has been transferred to Statutory Reserve and
balance of H 8,202.21 crore is proposed to be carried as
surplus to the Balance sheet.

Resources Utilisation:

a) Fixed Assets:

The Net Block as at 31^st March, 2025 was H 4,147.96
crore as compared to H 3,766.55 crore in the
previous year.

b) Current Assets:

The current assets as on 31^st March, 2025 were
H 6,304.61 crore as against H 6,431.59 crore in the
previous year. Inventory level was at H 3,761.48 crore as
compared to the previous year level of H 4,179.89 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)

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 3^rd May, 2025
has recommended dividend of H 5/- 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 2017-18 is
due for remittance in the month of November, 2025 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 & applicable
Indian Accounting Standards, 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
and joint venture. Further, during the year, no company
have become or ceased to be subsidiary, joint venture or
associate of the Company.

The details of the financials of the subsidiary and associate
companies for the year 2024-25 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 2024-25, VTL recorded Revenue
from operations of H 5.51 crore against H 1.82 crore in the
previous year. The net profit of the Company worked out
to H 4.95 crore as compared to H 1.79 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 2024-25, VAL recorded Revenue from operations of
H 281.57 crore against H 297.48 crore in the previous year.
The net profit of the Company after comprehensive income
worked out to H 11.75 crore as compared to H 17.71 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 1,195.51 crore as against
H 1,086.56 crore in the previous year showing an increase
of 10.03%. The net profit for the year after comprehensive
income worked out to H 205.42 crore as compared to
H 176.27 crore during last year.

Vardhman Special Steels Limited (VSSL)

Vardhman Special Steels Limited is an Associate of
the Company. Your Company holds 23.76% shares of
VSSL. The Revenue from operations of the Company
was H 1,764.41 crore as compared to H 1,661.36 crore
in the previous year. The net profit for the year after
comprehensive income worked out to H 92.81 crore as
compared to H 91.80 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 and as such there
is no revenue from operations.

8. DIRECTORS:

Liable to retire by Rotation: In accordance with the
provisions of the Articles of Association of the Company,
Mrs. Suchita Jain and Mr. Neeraj Jain, Directors of the
Company, retires by rotation at the conclusion of the
forthcoming Annual General Meeting and being eligible,
offers themselves for re-appointment. The Board
recommended their 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, Dr. Prem Kumar was appointed as an Independent
Director of the Company for a term of five (5) consecutive
years w.e.f. 30^th July, 2024. His appointment was further
approved by the Members of the Company in the Annual
General Meeting held on 19^th September, 2024.

Cessation from Directorship: During the year under
review, Mr. Prafull Anubhai, Independent Director, ceased
to be Director of the Company w.e.f. 19^th September,
2024, 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, proficiency and qualifications. All the Independent
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 2024-25 was held on 17^th March, 2025 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 the 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 the 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, 2025:

11. NUMBER OF BOARD MEETINGS:

During the year under review, the Board met Seven (7)
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.

12. AUDITORS AND AUDITORS’ REPORT:

Statutory Auditors:

M/s Deloitte Haskins & Sells, LLP, Chartered Accountants (Firm
Registration No. 117366W/W-100018) were re-appointed 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, 2025.

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 9^th May, 2024 for the financial year
2024-25. 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, 2025. This Report is
self-explanatory and requires no comments. The Report
forms part of this report as Annexure I.

Further, pursuant to the amended provisions of Regulation
24A of the SEBI (Listing Obligations and Disclosure
Requirements) (“LODR”) Regulations, 2015 and Section
204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel)

Rules, 2014, the Board of Directors of the Company, on the
recommendation of the Audit Committee, have approved
and recommended the appointment of M/s. Ashok K
Singla & Associates, Peer Reviewed Company Secretary
in Practice (CP No. 1942), as Secretarial Auditors of the
Company for a term of 5 (Five) consecutive years from the
FY 2025-26 to 2029-30, for approval of the Members at
ensuing AGM of the Company. Brief resume and other
details of M/s. Ashok K Singla & Associates, Company
Secretaries in Practice, are separately disclosed in the
Notice of ensuing AGM.

M/s. Ashok K Singla & Associates have given their
consent to act as Secretarial Auditors of the Company and
confirmed that their aforesaid appointment (if made) would
be within the prescribed limits under the Act & Rules made
thereunder and SEBI (LODR) Regulations. They have also
confirmed that they are not disqualified to be appointed
as Secretarial Auditors in terms of provisions of the Act &
Rules made thereunder and SEBI (LODR) Regulations.

Cost Auditor:

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

The Board of Directors has 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 2025-26.
However, as per the provisions of Section 148 of the
Companies Act, 2013, read with Companies (Cost
Records and Audit) Rules, 2014, the remuneration to
be paid to the Cost Auditors is subject to ratification by
Members at the Annual General Meeting. Accordingly, the
remuneration to be paid to M/s Ramanath Iyer & Company,
Cost Accountants, New Delhi, for financial year 2025-26 is
placed for ratification by the Members.

13. AUDIT COMMITTEE & VIGIL MECHANISM:

Composition of Audit Committee:

The Audit Committee comprises of Mr. Udeypaul Singh Gill,
Mr. Suresh Kumar, Mrs. Harpreet Kaur Kang, Independent
Directors and Ms. Sagrika Jain, Executive Director.
Mr. Udeypaul Singh Gill 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.

Apart from the Audit Committee, the Company has also
constituted other Board level Committees as mandated by
applicable laws. Details of the Committees, along with their

composition, charters and meetings held during the year,
are provided in the ‘Corporate Governance Report', which
forms a part of this Report. Further, during the FY 2024-25,
the Board has accepted all the recommendations of its
Committees.

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 the 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 the 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%20
Textiles%20Ltd/Corporate_Social_Responsibility_Policy.pdf
During the year, the Company has spent H 14.39 crore
on CSR activities. Out of this, an amount of H 5.30 crore
pertains to FY 2024-25.

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.

16. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR):

The 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_2024-25.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 the 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%20Information/
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: https://www.vardhman.
com/Investors/Compliances.

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 culture 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, 2025, the Company employed around
23,196 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.

All the above details are provided in Annexure IV.

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.

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 this 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 that: —

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, 2025 and of the profit of
the Company for the year ended on 31^st March, 2025;

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 transactions
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 and
applicable Secretarial Standards with respect to Meetings of
the Board of Directors (SS-1) and General Meetings (SS-2)
issued by the Institute of Company Secretaries of India.

In addition to this, all the policies as required under the Act
or the SEBI LODR Regulations have been formulated by the
Company and are available on the website of the Company,
links whereof are provided in the ‘Corporate Governance
Report', which forms part of this report.

29. VARDHMAN TEXTILES LIMITED EMPLOYEE
STOCK OPTION PLAN 2024:

During the financial year 2023-24, 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 employees under this Plan. One Option entitles the
holder to apply for one equity share of the Company after a
vesting period of 1 year from the date of grant.

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_2024-25.pdf

30. 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

Place: Ludhiana (S.P. Oswal)

Dated: 3^rd May, 2025 Chairman & Managing Director