Your Directors have pleasure in presenting the 36^th Annual Report on the affairs of the Company, together with the Audited
Financial Statements, for the Financial Year (‘FY’) ended 31 March 2025.

FINANCIAL PERFORMANCE AND HIGHLIGHTS

The audited financial statements (standalone and consolidated) prepared by the Company, in accordance with the Indian
Accounting Standards [Ind AS], are provided in the Annual Report of the Company. The highlights of financial performance
(standalone and consolidated) of the Company for the financial year ended 31 March 2025 are as under:

A detailed discussion on financial and operational performance of the Company and subsidiaries is given under “Management
Discussion and Analysis Report” forming part of this Report. There was no change in the nature of business of the Company
during the financial year ended 31 March 2025.

BUSINESS OVERVIEW

Vaibhav Global Limited (VGL) started in 1980 and has
gradually built itself into a vertically integrated, omni-channel
retailer focused on fashion jewellery and lifestyle products. As
of now, we reach around 127 million households through our
TV channels, namely, Shop LC in the US, Shop TJC and Ideal
World in the UK, and Shop LC in Germany. This is backed by
our presence across digital platforms, including proprietary
websites, mobile applications, OTT, and marketplaces.

The business works on a flywheel concept. We offer well-
priced, good quality products through TV and digital. That
helps bring in customers, and with a decent repeat and
retention rates. This cycle improves engagement and overall
customer lifetime value. Our purpose-led mid-day meals
program- ‘Your Purchase Feeds...’ along with other ESG
initiatives also add to brand goodwill and retention.

Our reach across both TV and digital is one of our key
strengths. We sell through two broad product categories-
fashion jewellery and lifestyle. Fashion jewellery and

gemstones makes up about 67% of Group’s revenue and is
largely manufactured in-house, which helps us command
industry leading margins and manage supply chain efficiently.
Lifestyle products are sourced through in-house sourcing
base spread across 30 countries. This setup lets us balance
control and flexibility. It also results in generating healthy gross
margins (60% ) and contributes to consistent return ratios.

An asset-light business with a strong cash flow generation
is what defines our unique business model. Our business
generates steady free cashflows. This keeps the balance
sheet lean and gives us the flexibility to invest in growth
avenues where needed.

DIVIDEND

The Board of Directors of your company recommended a final
dividend of ' 1.50/- per equity share (having face value of ' 2/-
each (@75%) for the financial year 2024-25 for the approval
of shareholders at the ensuing 36^th Annual General Meeting
(AGM). The final dividend, if approved at the ensuing AGM,

will be paid to those members who will be the members of
the Company on the record date i.e. Saturday, 28 June 2025.

Apart from above, during the year 2024-25, the Board has
declared and paid the following interim dividends:

The dividend pay-out for FY 2024-25 would be ' 99.65/-
crores including the proposed final dividend. Considering
the sense of shareholders’ expectations and past dividend
history, the Board recommended/ declared dividends based
on the parameters laid down in the Dividend Distribution
Policy. The Dividend Distribution Policy, in terms of Regulation
43A of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(‘SEBI (LODR) Regulations’) is available on the Company’s
website at https:// www.vaibhavglobal.com/code-policies

TRANSFER TO RESERVE

The Board of Directors decided to retain the entire amount of
profits for FY 2024-25 in the profit and loss account and not to
transfer any amount to the Reserves for the year under review.

CHANGE IN CAPITAL STRUCTURE

a) Authorised Share Capital:

During the year under review, there has been no change
in the authorised share capital of the Company.

b) Issued, Subscribed and Paid-up Share Capital:

During the year under review, the Company has
allotted 6,32,343 equity shares of ' 2/- each to eligible
employees under various employees benefit plans
through Vaibhav Global Employee Stock Option Welfare
Trust. Consequently, the paid-up share capital of the
Company has increased from ' 33,12,99,448 (divided
into 16,56,49,724 equity shares of ' 2/- each) to
' 33,25,64,134 (divided into 16,62,82,067 equity shares
of ' 2/- each). The equity shares issued under abovesaid
employees benefit plans are ranked pari- passu with the
existing equity shares of the Company.

Further, the Company has not issued any share with
differential voting rights and sweat equity shares during
the year under review.

EMPLOYEES BENEFIT PLAN(S)

a) Restricted Stock Unit Plan-2019: The Company has
granted 6,77,768 stock units convertible into equal
number of equity shares face value of ' 2/- each to the
eligible employees of the Company and its subsidiaries
under ‘Vaibhav Global Limited, Restricted Stock Unit
Plan-2019’ (hereinafter referred to as ‘RSU-2019’) during
the year under review.

b) Management Stock Option Plan-2021: The Company
has granted 88,224 stock options convertible into equal
number of equity shares face value of ' 2/- each to the
eligible employees of the Company and its subsidiaries
under Vaibhav Global Limited, Management Stock
Option Plan-2021 (hereinafter referred to as ‘MSOP-
2021 ’) during the year under review.

c) Employee Stock Option Plan-2021: The Company has
granted 60,507 stock options convertible into equal
number of equity shares face value of ' 2/- each to the
eligible employees of the Company and its subsidiaries
under ‘Vaibhav Global Limited, Employee Stock Option
Plan-2021’ (hereinafter referred to as ‘ESOP-2021’)
during the year under review.

d) Employee Stock Options Plan (As Amended)-2006:

The Company has not granted any stock option under
‘Vaibhav Global Limited, Employees Stock Options Plan
(As Amended)-2006’ (hereinafter referred to as ‘ESOP-
2006’) during the year under review.

All employees benefit plans of the Company i.e. RSU-2019,
MSOP-2021, ESOP-2021 and ESOP-2006, are in compliance
with SEBI (Share based Employee Benefits and Sweat
Equity Shares) Regulation, 2021 and are administered by
Vaibhav Global Employee Stock Option Welfare Trust under
the supervision of the Nomination, Remuneration and
Compensation Committee of the Board. The required details
pertaining to said plans are available on the Company’s
website: https://www.vaibhavglobal.com/shareholder_
communication/vgl_employee_benefit_scheme_disclosure.
The Company issued and allotted equity shares as per its
various employees benefit plans and there was no instance
wherein the Company failed to implement any corporate
action within the statutory time limit.

The Secretarial Auditors’ certificate on the implementation
of abovesaid plans in accordance with SEBI (Share based
Employee benefits and Sweat Equity Shares) Regulation,
2021 will be made available during the 36^th AGM.

CREDIT RATING:

During the year under review, CARE has upgraded the
Company’s credit rating for long-term/ short term bank
facilities as CARE A ; Stable / CARE A1 (Single A Plus;
Outlook: Stable / A One), which denotes adequate
degree of safety regarding timely servicing of financial
obligations and carry low credit risk.

Further, ICRA has reaffirmed the rating as “A” for long
term (Fund based) and A1 for short term (Non-fund based)
bank facilities. The Outlook on the long-term facilities is
Stable. This rating indicates adequate degree of safety
regarding timely servicing of financial obligations and
carry low credit risk.

HOLDING AND SUBSIDIARY COMPANIES

A. Holding Company:

As on 31 March 2025, Brett Enterprises Private Limited,
holding 9,28,41,161 equity shares of ' 2/- each and
representing 55.83% of the total shareholding of
the Company, is the holding Company of Vaibhav
Global Limited.

B. Subsidiary Companies:

The Company has following subsidiaries and
stepdown subsidiaries:

Subsidiaries

a) VGL Retail Ventures Ltd., Mauritius, a 100% subsidiary
of the Company, which in turn holds 100% in Shop
TJC Limited, UK.

b) STS Jewels Inc., USA, a 100% subsidiary of the Company,
engaged in outsourcing gemstones & jewellery products
primarily for the group.

c) STS Global Supply Limited, Hong Kong, a 100%
subsidiary of the Company, engaged in outsourcing
jewellery and lifestyle products primarily for the group,
which in turn holds 100% in PT. STS Bali and STS
(Guangzhou) Trading Limited.

d) STS Global Limited, Thailand, a 100% subsidiary of the
Company, engaged in outsourcing products for the group.

e) STS Global Limited, Japan, a 100% subsidiary of the
Company, engaged in outsourcing products for the group.

f) Shop LC GmbH, Germany a 100% subsidiary of the
Company, engaged in sale and marketing of fashion
jewellery and lifestyle accessories through electronic
media and operates a dedicated TV shopping channel
and internet shopping website (www.shoplc.de)
in the Germany.

g) Vaibhav Lifestyle Limited, India, a 100% subsidiary
of the Company, engaged in manufacturing and
export of garments.

Step-down Subsidiaries

a) Shop TJC Limited, UK (a 100% subsidiary of VGL Retail
Ventures Ltd., Mauritius), a wholly-owned step-down
subsidiary of the Company, engaged in the sale and
marketing of fashion jewellery and lifestyle accessories
through electronic media and operates a dedicated 24x7
TV shopping channel and internet shopping website
(www.tjc.co.uk) and also a mobile app in the UK.

b) Shop LC Global Inc., USA (a 100% subsidiary of Shop TJC
Limited, UK), a wholly owned step-down subsidiary of
the Company, engaged in sale and marketing of fashion
jewellery and lifestyle accessories through electronic
media and operates a dedicated 24x7 TV shopping
channel and internet shopping website (https://www.
shoplc.com/) and also a mobile app in the US.

c) PT. STS Bali, Indonesia (a 100% subsidiary of STS Global
Supply Limited, Hong Kong), a wholly owned step-down
subsidiary of the Company, engaged in outsourcing
products for the group.

d) STS (Guangzhou) Trading Limited, China (a 100%
subsidiary of STS Global Supply Limited, Hong Kong),
a wholly owned step-down subsidiary of the Company,
engaged in the business of export and import trading
primarily for the group.

e) Mindful Souls B.V., Netherlands (a 100% subsidiary
of Shop TJC Limited, UK), a wholly owned step-down
subsidiary of the Company, engaged in subscription
based online sales of fashion jewellery, gemstone, and
lifestyle products through internet shopping website
(www.mindfulsouls.com).

Change in Subsidiaries / Stepdown Subsidiaries:

During the year under review the Company diluted its entire
investment in Encase Packaging Private Limited, a 60%
subsidiary of the Company and Vaibhav Vistar Limited, a
wholly-owned subsidiary of the Company.

There is no associate company within the meaning of Section
2(6) of the Companies Act, 2013 (hereinafter referred to as the
‘Act’). There have been no material changes in the nature of
the business of the subsidiaries during the year under review.

CONSOLIDATED FINANCIAL STATEMENTS

The consolidated financial statements of the Company and all
the subsidiaries forms a part of this Annual Report and have
been prepared in accordance with Section 129(3) of the Act.
Pursuant to Section 136 of the Act, the financial statements
for the financial year ended 31 March 2025 in respect of each
subsidiary are also available on the website of the Company,

i.e. www.vaibhavglobal.com. A copy of the said financial
statements shall be provided to shareholders upon request.
A separate statement containing salient features of the
financial statements of company’s subsidiaries in prescribed

format AOC-1 which also provides details of the performance
and financial position of each of the subsidiaries is annexed
as Annexure 1 to this report.

SHIFTING OF REGISTERED OFFICE WITHIN THE
LOCAL LIMITS

During the year under review, the Board of Directors approved
the shifting of Registered Office of the Company from “K-
6B, Fateh Tiba, Adarsh Nagar, Jaipur - 302004 (Rajasthan)”
to “E-69, EPIP, Sitapura Industrial Area, Jaipur - 302022
(Rajasthan)” within the local limits of Jaipur city and under the
same jurisdiction of the Registrar of Companies, Jaipur. The
shifting was carried out to enhance operational efficiency and
streamline business functions.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

During the year under review, Mr. Sunil Goyal, Non-Executive
Independent Director of the Company, has completed
his second term as an Independent Director of the Company
on 7 March 2025. The Board placed on record his invaluable
contribution and guidance to the Company/Board
during his tenure as board member.

Further, on the recommendation of Nomination Remuneration
and Compensation Committee, the Board appointed
Mr. Prakash Chandra Parwal as an Additional Director under
the category of Non-Executive Independent Director w.e.f.
29 January 2025, which was subsequently approved /
regularised by shareholders through postal ballot resolution
passed on 7 March 2025.

The shareholders of the Company, at 35^th Annual General
Meeting, has approved the re-appointment of Mr. Sanjeev
Agrawal (DIN: 00092746) as a director, liable to retire by rotation.

Pursuant to section 152 of the Act, Mrs. Sheela Agarwal,
Non-executive Director, who has been longest in the office, is
liable to retire by rotation at the ensuing 36^th Annual General
Meeting. She is eligible for re-appointment and has offered
herself for re-appointment as Director of the Company. The
Board recommended the same to the shareholders of the
Company for their approval.

On the recommendation of Nomination Remuneration and
Compensation Committee, the Board of Directors, has
approved the re-appointment of Mr. Jason Charles Goldberg
as a Non-Executive Independent Director of the Company for
the second term of five years from 17 October 2025 to 16
October 2030 subject to the approval of shareholders of the
Company. In the opinion of the Board, he possesses adequate
skill, knowledge, expertise, integrity and experience as
determined by the Company being a Board Member and
he fulfil the conditions of independence specified in the Act
and the SEBI (LODR) Regulations and that he is independent
of the management. Keeping in view of above, the Board
has recommended his re-appointment as a Non-Executive
Independent Director of the Company for the approval of
shareholders in the ensuing 36^th AGM.

Pursuant to the provisions of Section 203 of the Act, Mr. Sunil
Agrawal, Managing Director, Mr. Nitin Panwad, Group Chief
Financial Officer and Mr. Yashasvi Pareek, Company Secretary
are the Key Managerial Personnel (KMP) of the Company
as on 31 March 2025. During the year Mr. Sushil Sharma
resigned from the position of Company Secretary w.e.f. 3
August 2024, the Board places on record its appreciation
for the valuable services rendered by him during his tenure.
Subsequently, on the recommendation of Nomination
Remuneration & Compensation Committee the Board has
appointed Mr. Yashasvi Pareek as the Company Secretary of
the Company w.e.f. 29 January 2025.

a) Board Evaluation and Remuneration Policy

Pursuant to the provisions of the Act, the Board has
carried out an annual performance evaluation of
its own performance, board committees and of the
directors individually (including Independent Directors)
as per the criteria defined in the Nomination and
Remuneration policy and expressed its satisfaction.
The Independent Directors in their separate meeting,
have evaluated the performance of Non-Independent
Directors and the Board as a whole and Chairman of
the Board. Furthermore, the Board is of the opinion
that all the directors, as well as the directors appointed
/ re-appointed during the year, are persons of high
repute, integrity & possess the relevant expertise, skill
& experience and qualification in their respective fields.
The criteria of evaluation and directors’ skill/expertise
etc. are described in the ‘Corporate Governance
Report’ and forms a part of this Report. The Nomination
and Remuneration Policy of the Company, containing
selection and remuneration criteria of directors, senior
management personnel and performance evaluation of
Directors / Board / Committees / Chairman, has been
designed to keep pace with the dynamic business
environment and market-linked positioning. During
the year, the Company has updated Nomination and
Remuneration policy to align it with the amendments
under the SEBI (LODR) Regulations. The amended
Policy is available on the Company’s website at https://
www.vaibhavglobal.com/code-policies. The detail of
the remuneration paid to the directors during the year
is provided in the ‘Corporate Governance Report’ and
forms a part of this Report.

b) Board Meetings

During the year four (4) Board Meetings were convened
and held, the details of which are given in the ‘Corporate
Governance Report’, forms a part of this Report.
The interval between two consecutive meetings
remained within the prescribed limit of one hundred
twenty (120) days.

c) Committees of the Board

Details of the committees, along with their composition,
charters and meetings held during the year, are provided
in the ‘Corporate Governance Report’, forms a part of this

Report. During the financial year 2024-25, the Board has
accepted all the recommendations of its committees.

d) Declaration by Independent Directors

All Independent Directors of the Company have given
declarations that they meet the criteria of independence
as laid down under Section 149(6) of the Act, and
Regulation 16(1 )(b) of SEBI (LODR) Regulations. Further,
all necessary declarations with respect to independence
have been received from all the Independent Directors
and also received the confirmation that they have
complied with the Code for Independent Directors
prescribed in Schedule IV of the Act. The terms and
conditions for the appointment of the Independent
Directors are given on the website of the Company. The
Board is of the opinion that Independent Directors of the
Company fulfil the conditions of independence specified
in the Act and the SEBI (LODR) Regulations and that they
are independent of the management.

e) Board Diversity

The Company recognises and embraces the benefits
of having a diverse Board of Directors to enhance the
quality of its performance. The Company considers
increasing diversity at Board level as an essential
element in maintaining a competitive advantage in the
complex business that it operates. The identified key
skills/expertise/competencies of the Board and mapping
with individual director are provided in the ‘Corporate
Governance Report’, forms a part of this Report.

f) Board Policies/Codes

The Company has duly framed policies and codes which
are required under the Act, SEBI (LODR) Regulations
and other Laws/Rules/Regulations as applicable on the
Company. The policies/codes as required to disclose on
the website of the Company are available at https://www.
vaibhavglobal.com/code-policies. The link of all policies
is provided in the ‘Corporate Governance Report’, forms
a part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Pursuant to Section 135 of the Act, the Board of Directors has
constituted a Corporate Social Responsibility (CSR) Committee
to formulate and recommend to the Board a Corporate Social
Responsibility (CSR) policy which shall indicate the activities
to be undertaken by the Company, as specified in Schedule
VII of the Act, to recommend the amount of expenditure to
be incurred on the activities and to monitor the CSR policy of
the Company from time to time. The Company has developed
and implemented a CSR Policy, which containing projects and
programs, which is available on Company’s website at https://
www.vaibhavglobal.com/code-policies.

Your Company has spent a sum of ' 265.55 lacs under CSR
activities during the year. A report on CSR activities, i.e.
initiatives taken during the year, in the prescribed format as
required under section 134(3)(o) read with section 135, inter-
alia, contains composition of the CSR committee is annexed

herewith as Annexure 2, which forms a part of this Report.
The other initiatives undertaken by the Company and its
subsidiaries for the help of the community, over and above
the statutory requirements, are highlighted under 'Social
Capital' in Integrated Annual Report and Annual ESG Report.

AWARDS AND RECOGNITIONS

During the year under review, your Company has received
the following awards and certifications:

1. Conferred with ‘IGJ Award 2024’ by The Gems &
Jewellery Export Promotion Council (GJEPC) under
‘Cut & Polished Colored Gemstones’ category for being
highest exporter from India during FY 2022-23 & 2023¬
24. Being a recipient of this award for past many years,
this is a true reflection of VGL’s global competitiveness
and customers’ trust.

2. Conferred with ‘Environment Stewardship Award:
Nature Conservation and Regeneration’ by the

Jewellery World Awards (JWA) at Jewellery & Gem
WORLD Hong Kong (JGW). This award highlights
VGL’s commitment to environmental conservation and
sustainable practices.

3. Conferred with ‘Excellence in Sustainability / Climate
Action Award’ by the Indo-American Chamber of
Commerce (IACC) during ‘20^th Indo American Corporate
Excellence’ conclave. The award was bestowed to VGL-
recognizing its ESG stewardship, post an exhaustive
evaluation by an independent jury of professionals.

4. Recognised as ‘Great Place to Work®’ This reflects our
commitment to creating a positive work environment,
robust governance framework along with well-being and
satisfaction of our employees.

5. Recognised as one of the Top 50 companies of
India as ‘India’s Best Workplaces™ 2025’ under the
‘Manufacturing-Large’ category. This recognition,
received for the 3^rd time, reflects VGL’s commitment to
promoting camaraderie, transparency, and instilling a
great workplace environment.

6. Received ‘Combined ESG Rating 72 (Strong)’ from ICRA
ESG Ratings Limited. This rating recognises VGL’s efforts
to integrate Environmental, Social, and Governance
(ESG) principles across its operations.

7. Conferred with ‘Distinguished Private Sector
Organization for Innovation’ by the Global Innovation
Institute. Selected from 2,844 global applicants,
this recognition highlights VGL’s focus on building
culture of product innovation that delivers tangible
value to customers.

8. Conferred with ‘Best Technology Implementation of

the Year’ at the 8^th Edition CIO Conclave & Awards 2025
organized by UBS Forums.

DEPOSITS

During the year under review, your Company has not
accepted any deposit within the meaning of Section 73
and 74 of the Act, read with the Companies (Acceptance of
Deposits) Rule, 2014. There are no outstanding deposits as
on 31 March 2025.

PARTICULAR OF LOANS, GUARANTEES AND
INVESTMENT

The details of loans, guarantees and investments covered
under the provisions of Section 186 of the Act, are given in
the respective notes to the standalone financial statements
of the Company.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during
the financial year were on arm’s length basis, in the ordinary
course of business and were in compliance with the applicable
provisions of the Act and the SEBI (LODR) Regulations. There
are no material significant related party transactions made
by the Company with Promoters, Directors, Key Managerial
Personnel or other designated persons and their relatives
which may have a potential conflict with the interest of the
Company at large. Particulars of contracts or arrangements
with related parties referred to Section 188(1) of the Act, in the
prescribed form AOC-2 is annexed herewith as Annexure 3.

All related party transactions are placed before the Audit
Committee and the Board of Directors for their review and
approval. Prior omnibus approval of the Audit Committee is
obtained on an annual basis for the transactions which are
planned / repetitive in nature and omnibus approvals are
taken as per the policy laid down for unforeseen transactions.
Related party transactions entered into pursuant to the
omnibus approval so granted are placed before the Audit
Committee for its review on a quarterly basis, specifying
the nature, value and terms and conditions etc. of the
transactions. During the year, the Board has amended the
policy on the related party transactions and a policy on
material subsidiaries. The updated policies are available
on the Company’s website at https://www.vaibhavglobal.
com/code-policies

INTERNAL CONTROL SYSTEMS AND THEIR
ADEQUACY

The Company has instituted a robust internal control
framework designed to ensure the proper safeguarding of
assets, accuracy and completeness of accounting records,
and the reliability of financial and operational information.
This framework is further strengthened through regular
internal audits, periodic reviews by the management,
and well-documented policies, guidelines, and standard
operating procedures.

A clearly defined organizational structure, with established
authority levels and internal rules, governs the conduct of
business transactions. These controls collectively support
effective operational management and compliance with

applicable statutory and regulatory requirements. The
Company remains committed to maintaining and continuously
improving its internal control systems.

The company has an in-house Internal Audit Department and
appointed PricewaterhouseCoopers Services LLP (PwC) who
work in a co-sourced model to oversee and carry out internal
audit. The audit is based on an internal audit plan, which is
reviewed in consultation with the statutory auditors and
approved by the audit committee. Internal audit is oriented
towards coverage of all major functions and locations. The
Audit Committee is regularly briefed on significant audit
observations and corrective actions.

RISK MANAGEMENT

The Company has in place a Risk Management framework to
identify, evaluate and monitor business risks and challenges
across the Company, that seek to minimise the adverse impact
on business objectives and capitalise on opportunities. The
Company’s success as an organisation largely depends on its
ability to identify such opportunities and leverage them while
mitigating the risks that arise while conducting its business.
The Company has also framed, developed and implemented
a Risk Management policy to identify the various business
risks. This framework seeks to create transparency, minimise
adverse impact on business objectives and enhance the
Company’s competitive advantage. The risk management
policy defines the risk management approach across the
enterprise at various levels, including documentation and
reporting. The risk management committee monitor and
review the risk management plan and to perform functions
as defined under the Act and SEBI (LODR) Regulations.
During the year, the committee inter-alia reviewed the risk
management policy of the Company. The policy is available
at the website of the Company. For more details, please refer
‘Risk Management’ section of the Management Discussion
and Analysis Report, a part of this Report.

AUDITORS AND AUDITORS’ REPORT
A. Statutory Auditors

Pursuant to Section 139 of the Act, the shareholders at
33^rd AGM re-appointed M/s B S R & Co. LLP, Chartered
Accountants as Statutory Auditors of the Company for
the second term of five years commencing from 1 April
2022 to 31 March 2027 and they shall hold office from
the conclusion of 33^rd AGM till the conclusion of 38^th
AGM of the Company.

M/s B S R & Co. LLP, Chartered Accountants (ICAI Firm
Registration Number 101248W/W-100022), statutory
auditors of the Company, have submitted Auditors’
Report on the financial statements (standalone and
consolidated) of the Company for the financial year
ended 31 March 2025, which forms a part of this Annual
Report. The Reports on standalone and consolidated
financials does not contain any qualification, reservation,
adverse remark or disclaimer. Information referred to in

the Auditors’ Reports are self-explanatory and do not
call for any further comments.

B. Secretarial Auditors

In terms of Section 204 of the Act and the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, M/s. Mehta & Mehta, Practicing Company
Secretaries, conducted the secretarial audit of the
Company for the financial year 2024-25. The Secretarial
Audit Report for the financial year 2024-25 is attached
herewith as Annexure 4. There has been no qualification,
reservation, adverse remark or disclaimer given by the
Secretarial Auditors in their Report. Information referred
to in the Secretarial Auditors’ Report are self-explanatory
and do not call for any further comments.

In light of the amended provisions of Regulation 24A of
SEBI (LODR) Regulations, read with Section 204 of the
Act, the Board of Directors approved and recommended
the Appointment of M/s. Mehta & Mehta, Company
Secretaries (Firm registration no: P1996MH007500),
as secretarial auditors of the Company to hold office
for a term of five consecutive years commencing from
financial year 2025-26 till financial year 2029-30 subject
to the approval of shareholders in the ensuing 36^th
Annual General Meeting.

Annual Secretarial Compliance Report

A Secretarial Compliance Report, pursuant to regulation
24A of the SEBI (LODR) Regulations, for the financial
year 2024-25 on compliance of all applicable SEBI
Regulations and circulars/ guidelines issued thereunder,
has been obtained from M/s. Mehta & Mehta, Company
Secretaries and the same has been placed on the
website of the Company and Stock Exchanges.

The unlisted Indian subsidiaries does not fall under
the criteria of secretarial audit as prescribed under
Section 204 of the Act and Regulation 24A of the SEBI
(LODR) Regulations.

C. Cost Audit

Maintenance of cost records as specified by the Central
Government under sub-section (1) of section 148 of the
Act is not applicable to the Company.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors,
Internal Auditors and Secretarial Auditors have not reported
any instances of frauds committed in the Company by its
officers or employees, to the Audit Committee under Section
143(12) of the Act, details of which needs to be mentioned
in this Report.

INVESTOR RELATIONS

Your Company interacted with Indian and overseas investors
and analysts through one-on-one meetings, conference call
and regular quarterly meetings during the year. Earnings
call transcripts/recording of the meeting on quarterly/event-
based meetings are posted on the website of the Company.

PREVENTION OF INSIDER TRADING

In compliance with the provisions of Securities Exchange
Board of India (Prohibition of Insider Trading) Regulations,
2015 (‘SEBI (PIT) Regulations’), the Board has adopted a
code of conduct to regulate, monitor and report trading by
Designated Persons to preserve the confidentiality of price
sensitive information, to prevent misuse thereof and regulate
trading by designated persons. It prohibits the dealing in
the Company’s shares by the promoters, promoter group,
directors, designated persons and their immediate relatives,
and connected persons, while in possession of unpublished
price sensitive information in relation to the Company and
during the period(s) when the Trading Window to deal in
the Company’s shares is closed. Pursuant to the above, the
Company has put in place adequate and effective system of
internal controls to ensure compliance with the requirements
of the SEBI (PIT) Regulations. The code is available on
the Company’s website at https://www.vaibhavglobal.
com/code-policies

The Board of Directors have also formulated a code of practices
and procedures for fair disclosure of unpublished price
sensitive information containing policy for determination of
‘legitimate purposes’ as a part of this Code, which is available
on the Company’s website at https://www.vaibhavglobal.
com/code-policies

PREVENTION OF SEXUAL HARASSMENT AT
WORKPLACE

Your Company is fully committed to uphold and maintain the
dignity of women working in the Company. The Company has
zero tolerance for sexual harassment at workplace and has
adopted a Policy on prevention, prohibition, and redressal
of sexual harassment at workplace as per the requirement
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 and Rules
made thereunder. In line with the same, the Company has
formulated an Anti-Sexual Harassment Policy (‘Policy’). All
employees (permanent, contractual, temporary and trainees)
are covered under this policy. An Internal Complaints
Committee (ICC) constituted under the policy is responsible
for redressal of complaints related to sexual harassment at
the workplace. The policy is available on the Company’s
website at https://www.vaibhavglobal.com/code-policies.
During the year under review, no complaint was received by
the ICC committee.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistle
Blower Policy (‘Policy’) to deal with instances of fraud
and mismanagement, if any. The policy has a systematic
mechanism for directors and employees to report concerns
about unethical behaviour, actual or suspected fraud or
violation of the Company’s code of conduct or policy. The
policy is available on the Company’s website at https://
www.vaibhavglobal.com/code-policies. During the year
under review, the Company has not received any complaint
under this policy.

TRADE RELATIONS

The Company maintained healthy, cordial and harmonious
industrial relations at all levels. The Directors wish to place on
record their appreciation for the valuable contribution made
by the employees of the Company.

PARTICULAR OF EMPLOYEES

The information required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is
provided in Annexure 5.

Information required under Section 197(12) of the Act read
with Rule 5(2) and Rule 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
is provided in a separate exhibit forming part of this
report and is available on the website of the Company at
https://vaibhavglobal.com/shareholder_communication/
shareholders_meeting.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, read
with Companies (Management & Administration) Rules,
2014, the annual return in the prescribed form is available
on the website of the Company at https://vaibhavglobal.com/
shareholder_communication/shareholders_meeting

CORPORATE GOVERNANCE REPORT

A report on Corporate Governance and Certificate from the
Company Secretary in Practice confirming compliance of
conditions, as stipulated under SEBI (LODR) Regulations,
forms an integral part of this Annual Report. The Managing
Director of the Company has confirmed and declared that
all the members of the Board and the senior management
personnel have affirmed compliance with the code of conduct.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report of the
financial conditions and results of operations of the Company
for the year under review, as required under regulation 34(2)
(e) of SEBI (LODR) Regulations, is being given separately and
forms a part of this annual report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

The importance of ESG, which stands for Environmental,
Social and Governance, has been so far increased globally
that almost all businesses have begun to integrate it into their
operations and business strategies. Environmental, Social
and Governance (ESG) factors are important for our long term
and to all our stakeholders given that our activities have an
impact on the society and environment. We also believe in
communicating our ESG journey in a transparent manner. In
addition to statutory requirement for publishing Business
Responsibility Report, your Company had also published its
Annual ESG Report for financial year 2024-25.

We take pleasure to publish our Business Responsibility
and Sustainability (“BRSR”) Report detailing multiple ESG
initiatives undertaken by the Company in the specified format
which forms a part of this Integrated Annual Report. The said
report is also available on the website of the Company.

The Company has BRSR Policy, aligned with the nine principles
of the National Guidelines on Responsible Business Conduct
notified by the Ministry of Corporate Affairs, Government of
India, which is also available on the website of the Company.

SECRETARIAL STANDARDS

The Directors have devised proper systems and processes
for complying with the requirements of applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India (‘ICSI’) and that such systems were adequate and
operating effectively and the Company has complied with all
applicable Secretarial Standards during the year under review.

LISTING OF SHARES

The shares of the Company are listed on BSE Limited and
National Stock Exchange of India Limited and the listing fee
for the year 2025-26 has been duly paid.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Board of Directors acknowledge the responsibility for
ensuring compliance with the provisions of Section 134(3)
(c) read with Section 134(5) of the Act, in preparation of
annual accounts for the financial year ended 31 March 2025
and state that:

a) in the preparation of the annual accounts for the financial
year ended 31 March 2025, the applicable accounting
standards have been followed along with proper
explanation relating to material departures;

b) the Directors had selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as at 31 March 2025 and profit of the Company
for that period;

c) the Directors have 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;

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

e) proper internal financial controls have been laid down
which are adequate and were 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.

Shareholders may note that both the unclaimed dividend and
corresponding shares, which have been transferred to IEPF
in previous financial years, including all benefits arising on
such shares, can be claimed from IEPF as per the procedure
provided under the applicable provisions of the Act. The
Company sends periodic intimation to shareholders, advising
them to lodge their claims with respect to unclaimed dividend.

Mr. Yashasvi Pareek, Company Secretary & Compliance
Officer, has been appointed as nodal officer to ensure
compliance with the IEPF Rules. The contact details of
nodal officer and detail of unpaid/ unclaimed dividend are
available on the website of the Company, i.e. https://www.
vaibhavglobal.com/dividend

OTHER DISCLOSURES

During the financial year under review:

1. There are no significant and material orders passed by
the regulators or courts or tribunals which would impact
the going concern status of the Company;

2. There are no material/significant changes occurred
between the end of the financial year 2024-25 and
the date of this report which may impact the financial
position of the Company;

3. No application has been made under the Insolvency and
Bankruptcy Code; hence the requirement to disclose the
details of application made or any proceeding pending

under the Insolvency and Bankruptcy Code, 2016 (31
of 2016) during the year alongwith their status as at the
end of the financial year is not applicable; and

4. 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.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The disclosures to be made under Section 134(3)(m) of the
Act read with Rule 8(3) of the Companies (Accounts) Rules,
2014 are as under:

A. Conservation of energy

The operations of the Company are not energy intensive.
However, the Company always focuses on conservation
of energy, wherever possible. The Company is
making continuous efforts to conserve energy by
adopting innovative measures to reduce wastage and
optimise consumption. Some of the specific measures
undertaken are:

(i) Steps taken by the company for utilising alternate
sources of energy:

• Renewable Energy

During the year, the Company has generated
44.50 lacs KWh electricity through
renewable energy. The Company’s total solar
capacity is 3.68 MW.

• Electrical Vehicle

Towards reduction carbon footprint, the
Company has distributed 184 electric scooters
for employees’ commute. The Company uses
3 electrics cars for its routine transportation.

• Green Building

Our manufacturing unit at the Special
Economic Zone (SEZ) in Jaipur, Rajasthan, is a
Net Zero Energy and LEED platinum certified.

• Water Management

Your Company have rainwater harvesting
structures of approximately 6100 KL of water
across all units of VGL India. The Company
recycles 48 KL water per day, equivalent
to approximately 17,500 KL water annually
through its ETP / STP plant. The mission is to
conserve water through rainwater harvesting
to replenish depleting groundwater table and
to provide clean drinking water.

• Biodiversity

Your Company have accelerated efforts to
enhance the green coverage at our plants and
surroundings. Till date, we have planted 7,000
trees at different locations. In order to promote
biodiversity in Rajasthan, we initiated a multi¬
layer plantation akin to forest in the rural areas
and planted 28,000 saplings in two acres of
land for Miyawaki forest.

These initiatives are aligned with our vision
to become Carbon Neutral in Scope 1
and Scope 2 GHG emissions by 2031 &
pursuing to become Carbon Neutral in Scope
3 GHG emissions.

(ii) Capital investment on energy conservation
equipment: ' 94 lacs.

B. Technology Absorption

(i) The efforts made towards technology absorption:

Your Company possesses an in-house research
and development team, which is continuously
working towards more efficient jewellery
production, improved processes and better
designs. Your Company constantly strives for the
latest technology for its manufacturing processes.
Towards technology and process upgradation in
different segments, the Company has installed the
following technologies during the year:

a) Automatic Flask Unbedding & Flask Cleaning
Machine - automates pre-casting preparation,
reducing manual handling and cycle time.

b) IR Rotary Burnout Furnaces - improved

insulation and Kanthal A-1 elements delivering
up to 30% power savings in burnout cycles.

c) Solar Panels & Lamps - grid-tied rooftop
arrays (48 lacs kWh capacity) and LED-based
solar lamps for perimeter lighting, reducing
reliance on grid power.

d) Energy Storage System (C&I - 1) - on-site
battery storage of 215-kWh to shift peak loads
and maximize use of rooftop solar generation.

(ii) The benefits derived like product improvement,
cost reduction, product development or import
substitution:

The steps taken towards technology absorption
by the company helped to improve its processes,
quality, product, save energy and reduce cost.

(iii) Imported technology: The Company has imported
laser systems; smart wax production units and
IR burnout furnaces incorporate imported core

and hard work of the Company’s employees at all levels, who
continued to be cornerstone of our major strength and success.
The Board also take this opportunity to express our deep
sense of gratitude to all government and non-government
agencies, bankers, vendors and business partners for their
continued support and cooperation. We are equally grateful
to our Members and Stakeholders for their unwavering trust
and confidence in the management of the Company. We look
forward for ongoing support in the years ahead.

We wish and pray for all to stay healthy, and happy!

For and on behalf of the Board of Directors

Harsh Bahadur

Place : Boston Chairman of the Board

Date : 21 May 2025 DIN: 00724826