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Vaibhav Global Ltd.

Notes to Accounts

NSE: VAIBHAVGBLEQ BSE: 532156ISIN: INE884A01027INDUSTRY: Retail - Apparel/Accessories

BSE   Rs 227.00   Open: 225.10   Today's Range 225.10
231.60
 
NSE
Rs 227.72
-7.43 ( -3.26 %)
-7.75 ( -3.41 %) Prev Close: 234.75 52 Week Range 178.00
352.75
You can view the entire text of Notes to accounts of the company for the latest year
Market Cap. (Rs.) 3794.53 Cr. P/BV 2.93 Book Value (Rs.) 77.65
52 Week High/Low (Rs.) 353/195 FV/ML 2/1 P/E(X) 24.74
Bookclosure 28/06/2025 EPS (Rs.) 9.20 Div Yield (%) 2.63
Year End :2025-03 

i. Provision (other than for employee benefits)

Provisions are recognised when the Company has a
present obligation (legal or constructive) as a result of
a past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle
the obligation and a reliable estimate can be made of the
amount of the obligation. When the Company expects
some or all of a provision to be reimbursed, for example,
under an insurance contract, the reimbursement is
recognised as a separate asset, but only when the
reimbursement is virtually certain. The expense relating
to a provision is presented in the Statement of Profit and
Loss net of any reimbursement.

If the effect of the time value of money is material,
provisions are discounted using a current pre-tax rate
that reflects, when appropriate, the risks specific to the
liability. When discounting is used, the increase in the
provision due to the passage of time is recognised as
a finance cost.

j. Revenue

Sale of products

Revenue is recognized on satisfaction of performance
obligation upon transfer of control of promised products
to customers for an amount that reflects the consideration
the Company expects to receive in exchange for those
products. The control of goods is transferred to the
customer depending upon agreed terms with customer.
Control is considered to be transferred to the customer
when the customer has ability to direct the use of such
products and obtain substantially all the benefits from it.

Revenue is measured based on the transaction price,
which is the consideration as specified in the contract
with the customer. Additionally, revenue excludes taxes
collected from customers, which are subsequently
remitted to governmental authorities.

Sale of services

The Company recognises revenue from sale of services
over time because the customer simultaneously receives
and consumes the benefits provided by the Company.
Revenue from service-related activities is recognised
as and when services are rendered and on the basis of
contractual terms with the parties.

Other operating revenues

Duty benefits are recognized on accrual basis and when
the right to entitlement has been established.

k. Recognition of dividend income, interest income or
expense

Dividend income is recognised in the Statement of Profit
and Loss on the date on which the Company's right to
receive payment is established.

Interest income or expense is recognised using the
effective interest method.

The ‘effective interest rate' is the rate that exactly
discounts estimated future cash payments or receipts
through the expected life of the financial instrument to:

- the gross carrying amount of the financial asset; or

- the amortised cost of the financial liability.

In calculating interest income and expense, the effective
interest rate is applied to the gross carrying amount of
the asset (when the asset is not credit-impaired) or to
the amortised cost of the liability. However, for financial
assets that have become credit-impaired subsequent
to initial recognition, interest income is calculated by
applying the effective interest rate to the amortised cost
of the financial asset. If the asset is no longer credit-
impaired, then the calculation of interest income reverts
to the gross basis.

l. Leases

The Company evaluates if an arrangement qualifies
to be a lease as per the requirements of Ind AS 116.
Identification of a lease requires significant judgment.
The Company uses significant judgement in assessing
the lease term (including anticipated renewals) and the
applicable discount rate.

The Company determines the lease term as the non¬
cancellable period of a lease, together with both periods
covered by an option to extend the lease if the Company
is reasonably certain to exercise that option; and periods
covered by an option to terminate the lease if the Company
is reasonably certain not to exercise that option. In

assessing whether the Company is reasonably certain to
exercise an option to extend a lease, or not to exercise an
option to terminate a lease, it considers all relevant facts
and circumstances that create an economic incentive for
the Company to exercise the option to extend the lease,
or not to exercise the option to terminate the lease. The
Company revises the lease term if there is a change in the
non-cancellable period of a lease.

The discount rate is generally based on the incremental
borrowing rate specific to the lease being evaluated or
for a portfolio of leases with similar characteristics. A
contract is, or contains, a lease if the contract conveys
the right to control the use of an identified asset for a
period of time in exchange for consideration.

Company as a lessee

The Company accounts for each lease component
within the contract as a lease separately from non¬
lease components of the contract and allocates the
consideration in the contract to each lease component
on the basis of the relative stand-alone price of the lease
component and the aggregate stand-alone price of the
non-lease components.

The Company recognises right-of-use asset representing
its right to use the underlying asset for the lease term
at the lease commencement date. The cost of the right-
of-use asset measured at inception shall comprise of the
amount of the initial measurement of the lease liability
adjusted for any lease payments made at or before the
commencement date less any lease incentives received,
plus any initial direct costs incurred and an estimate of
costs to be incurred by the lessee in dismantling and
removing the underlying asset or restoring the underlying
asset or site on which it is located. The right-of-use assets
is subsequently measured at cost less any accumulated
depreciation, accumulated impairment losses, if any and
adjusted for any remeasurement of the lease liability. The
right-of-use assets is depreciated using the straight-line
method from the commencement date over the shorter
of lease term or useful life of right-of-use asset unless
the lease transfers ownership of the underlying asset to
the Group by the end of the lease term or the cost of the
right-of-use asset reflects that the Group will exercise a
purchase option. In that case the right-of-use asset will
be depreciated over the useful life of the underlying
asset, which is determined on the same basis as those
of property and equipment. The estimated useful lives
of right-of-use assets are determined on the same basis
as those of property, plant and equipment. Right-of-
use assets are tested for impairment whenever there is
any indication that their carrying amounts may not be
recoverable. Impairment loss, if any, is recognised in the
Statement of Profit and Loss.

The Company measures the lease liability at the present
value of the lease payments that are not paid at the
commencement date of the lease. The lease payments
are discounted using the interest rate implicit in the
leases if that rate can be readily determined. If that
rate cannot be readily determined, the Company uses
incremental borrowing rate. For leases with reasonably
similar characteristics, the Company, on a lease-by-lease
basis, may adopt either the incremental borrowing rate
specific to the lease or the incremental borrowing rate for
the portfolio as a whole. The lease payments shall include
fixed payments, variable lease payments that depend on
an index or a rate, initially measured using the index or rate
as at the commencement date, amounts expected to be
payable under a residual value guarantee, exercise price
of a purchase option where the Company is reasonably
certain to exercise that option and payments of penalties
for terminating the lease, if the lease term reflects the
lessee exercising an option to terminate the lease. The
lease liability is subsequently remeasured by increasing
the carrying amount to reflect interest on the lease
liability, reducing the carrying amount to reflect the lease
payments made and remeasuring the carrying amount
to reflect any reassessment or lease modifications or to
reflect revised in-substance fixed lease payments. The
company recognises the amount of the re-measurement
of lease liability due to modification as an adjustment to
the right-of-use asset and Statement of Profit and Loss
depending upon the nature of modification. Where the
carrying amount of the right-of-use asset is reduced to
zero and there is a further reduction in the measurement
of the lease liability, the Company recognises any
remaining amount of the re-measurement in Statement
of Profit and Loss.

The Company has elected not to recognise the right-of-
use assets and lease liabilities for leases of low-value
assets and short-term leases, including IT equipment's.
The Company recognises the lease payments associated
with these leases as an expense in profit or loss on a
straight-line basis over the lease term.

m. Tax Expense

Tax expenses comprise current and deferred tax.
i. Current tax

Current tax comprises the expected tax payable or
receivable on the taxable income or loss for the year
and any adjustment to the tax payable or receivable
in respect of previous years. The amount of current
tax reflects the best estimate of the tax amount
expected to be paid or received after considering
the uncertainty, if any, related to income taxes. It is
measured using tax rates (and tax laws) enacted or
substantively enacted by the reporting date.

Current tax assets and current tax liabilities are offset
only if there is a legally enforceable right to set off
the recognised amounts, and it is intended to realise
the asset and settle the liability on a net basis or
simultaneously.

ii. Deferred tax

Deferred tax is provided using the balance sheet
approach on temporary differences between the
tax bases of assets and liabilities and their carrying
amounts for financial reporting purposes at the
reporting date.

Deferred tax is recognised in respect of temporary
differences between the carrying amounts of assets
and liabilities for financial reporting purposes and the
corresponding amounts used for taxation purposes.
Deferred tax is also recognised in respect of carried
forward tax losses and tax credits.

Deferred tax assets are recognised to the extent
that it is probable that future taxable profits will
be available against which they can be used. The
existence of unused tax losses is strong evidence
that future taxable profit may not be available.
Therefore, in case of a history of recent losses, the
Company recognises a deferred tax asset only to
the extent that it has sufficient taxable temporary
differences or there is convincing other evidence
that sufficient taxable profit will be available against
which such deferred tax asset can be realised.
Deferred tax assets - unrecognised or recognised,
are reviewed at each reporting date and are
recognised/ reduced to the extent that it is probable/
no longer probable respectively that the related tax
benefit will be realised.

Deferred tax is measured at the tax rates that are
expected to apply to the period when the asset is
realised or the liability is settled, based on the laws
that have been enacted or substantively enacted by
the reporting date.

Deferred tax items are recognised in correlation to
the underlying transaction either in OCI or directly in
equity. The measurement of deferred tax reflects the
tax consequences that would follow from the manner
in which the Company expects, at the reporting date,
to recover or settle the carrying amount of its assets
and liabilities.

Deferred tax assets and liabilities are offset if there
is a legally enforceable right to offset current tax
liabilities and assets, and they relate to income taxes

levied by the same tax authority on the same taxable
entity, or on different tax entities, but they intend
to settle current tax liabilities and assets on a net
basis or their tax assets and liabilities will be realised
simultaneously.

iii. Minimum Alternative Tax (MAT)

Minimum Alternative Tax (MAT) is recognized as an
asset only when and to the extent there is convincing
evidence that the Company will pay normal income
tax during the specified period. In the year in which
the MAT credit becomes eligible to be recognized as
an asset the said asset is created by way of credit
to the Statement of Profit and Loss and included in
deferred tax assets. The Company reviews the same
at each balance sheet date and writes down the
carrying amount of MAT entitlement to the extent
there is no longer convincing evidence to the effect
that Company will pay normal income tax during the
specified period.

Section 115BAA of the Income Tax Act, 1961 as
introduced by the Taxation Laws (Amendment)
Ordinance, 2019 with effect from fiscal year 2019
- 20, allows any domestic company to pay availing
income tax at the rate of 25.17% subject to condition
they will not avail any incentive or exemptions. The
lower rate is an option, and companies can continue
to account based on the old rates. The Company will
be shifting under new tax regime once the Company
is able to utilise MAT credit entitlement. Hence, the
Company decided not to opt for lower rate.

n. Goods and services tax (GST)

Expenses and assets are recognised net of the amount
of sales/value added taxes/goods and services
tax paid, except:

• When the tax incurred on a purchase of assets
or services is not recoverable from the taxation
authority, in which case, the tax paid is recognised as
part of the cost of acquisition of the asset or as part
of the expense item, as applicable; and

• When receivables and payables are stated with the
amount of tax included.

The net amount of tax recoverable from, or payable to,
the taxation authority is included as part of receivables
or payables in the balance sheet.

o. Borrowing cost

Borrowing costs are interest and other costs (including
exchange differences relating to foreign currency

borrowings to the extent that they are regarded as an
adjustment to interest costs) incurred in connection with
the borrowing of funds. The borrowing cost includes
interest expense accrued on gold on loan taken from
banks. Other borrowing costs are recognised as an
expense in the period in which they are incurred.

p. Treasury shares

The Company has created an Employee Benefit
Trust (EBT) for providing share-based payment to its
employees. The Company uses EBT as a vehicle for
distributing shares to employees under the employee
remuneration schemes. Company issues shares to
EBT for allotting them to the employees. EBT is treated
as an extension of the Company, and accordingly,
shares held by EBT are netted off from the total share
capital. Consequently, all the assets, liabilities, income
and expenses of the trust are accounted for as assets,
liabilities, income and expenses of the Company, except
for profit / loss on issue of shares to the employees and
the dividend earned by the trust which are directly taken
to the Share Based Payment Reserve.

q. Cash and cash equivalents

Cash and cash equivalent in the balance sheet comprise
cash at banks and on hand and short-term deposits with
a maturity of three months or less, which are subject to an
insignificant risk of changes in value.

r. Dividend

Final dividends proposed by the Board of Directors are
recognized upon approval by the shareholders who
have the right to decrease but not increase the amount
of dividend recommended by the Board of Directors.
Interim dividends are recognized on declaration by the
Board of Directors.

s. Earnings per share (EPS)

Basic EPS amounts are computed by dividing the net
profit attributable to the equity holders of the parent
company by the weighted average number of equity
shares outstanding during the period.

Diluted EPS amounts are computed by dividing the net
profit attributable to the equity holders of the parent
company by the weighted average number of equity
shares considered for deriving basic earnings per share
and also the weighted average number of equity shares
that could have been issued upon conversion of all
dilutive potential equity shares. The diluted potential
equity shares are adjusted for the proceeds receivable
had the shares been actually issued at fair value (i.e.
the average market value of the outstanding shares).
Dilutive potential equity shares are deemed converted

as of the beginning of the period, unless issued at a later
date. Dilutive potential equity shares are determined
independently for each period presented.

t. Exceptional items

When an item of income or expense within statement of
profit and loss from ordinary activity is of such size, nature
and incidence that its disclosure is relevant to explain
more meaningfully the performance of the Company for
the year, the nature and amount of such items is disclosed
as exceptional items.

u. Significant accounting estimates and assumptions

The preparation of the Company's standalone financial
statements requires management to make estimates
and assumptions that affect the reported amounts
of revenues, expenses, assets and liabilities, and
the accompanying disclosures, and the disclosure
of contingent liabilities. Uncertainty about these
assumptions and estimates could result in outcomes that
require a material adjustment to the carrying amount of
assets or liabilities affected in future periods. The key
assumptions concerning the future and other key sources
of estimation uncertainty at the reporting date, that have
a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the
next financial year, are described below. The Company
based its assumptions and estimates on parameters
available when the standalone financial statements
were prepared. Existing circumstances and assumptions
about future developments, however, may change due to
market changes or circumstances arising that are beyond
the control of the Company. Such changes are reflected
in the assumptions when they occur.

v. Contingent liability

Contingent liability is a possible obligation arising from
past events and whose existence will be confirmed only
by the occurrence or non-occurrence of one or more
uncertain future events not wholly within the control of
the entity or a present obligation that arises from past
events but is not recognised because it is not probable
that an outflow of resources embodying economic
benefits will be required to settle the obligation or the
amount of the obligation cannot be measured with
sufficient reliability. The Company does not recognize
a contingent liability but discloses its existence in the
standalone financial statements.

Contingent assets

Contingent asset is not recognised in consolidated
financial statements since this may result in the
recognition of income that may not never be realised.

However, when the realization of income is virtually
certain, then the related asset is not a contingent asset
and is recognised.

Provisions, contingent liabilities, contingent assets and
commitments are reviewed at each balance sheet date.

w. Segment reporting

As per Ind AS - 108, ‘Operating Segments', if a
financial report contains both the consolidated financial
statements of a parent that is within the scope of Ind
AS - 108, as well as the parent's separate financial
statements, segment information is required only in
the consolidated financial statements. Accordingly,
information required to be presented under Ind AS -
108, Operating Segments is given in the consolidated
financial statements.

x. Recent pronouncements

Ministry of Corporate Affairs (“MCA”) notifies new
standards or amendments to the existing standards
under Companies (Indian Accounting Standards) Rules
as issued from time to time. For the year ended 31 March
2025, MCA has notified Ind AS - 117 Insurance Contracts
and amendments to Ind AS 116 - Leases, relating to sale
and leaseback transactions, applicable to the Company
w.e.f. 01 April 2024. The Company has reviewed the
new pronouncements and based on its evaluation has
determined that it does not have any significant impact
in its standalone financial statements.

b) Rights, preferences and restrictions attached to equity shares

The Company has one class of equity shares having a par value of ' 2 per share (31 March 2024 of ' 2 per share).
Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is
subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim
dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the
Company after distribution of all preferential amounts, in proportion to their shareholding.

c) Employee stock options

Terms attached to stock options granted to employees are described in Note 39 regarding share-based payments.

20 OTHER EQUITY - RESERVES AND SURPLUS (Contd..)

B. Nature of reserve

i. Securities premium reserve

Securities premium reserve is used to record the premium on issue of shares. The reserve is utilized in accordance
with the provision of the Companies Act, 2013.

ii. Share based payment reserve

Share based payment reserve is used to recognize the grant date fair value of options issued to employees under the
Employees Stock Option Schemes. Refer note 39 for further details of the plan.

iii. Capital redemption reserve

As per Companies Act, 2013, capital redemption reserve is created when company purchases its own shares out of
free reserves or securities premium. A sum equal to the nominal value of the shares so purchased is transferred to
capital redemption reserve.

iv. Capital reserve

The Company recognises profit and loss on purchase, sale, issue or cancellation of the Company's own equity
instruments to capital reserve.

v. General reserve

The general reserve is used from time to time to transfer profits from retained earnings for appropriation purposes.
As the general reserve is created by a transfer from one component of equity to another and is not an item of other
comprehensive income, items included in the general reserve will not be reclassified subsequently to statement of
profit and loss.

vi. Retained earnings

Retained earnings comprises of undistributed earnings after taxes.

A Nature of security:-

(i) Secured by charge on all the current assets viz inventory, bill receivable, book debts and all other current assets.

(ii) Further Secured, on pari-passu basis, by :-

a) Equitable mortgage of land and building situated at K-6A & K-6B, Adarsh Nagar, E-68 & E-69, EPIP Zone, Sitapura, E-1
& E-2, SEZ-II, Sitapura, Jaipur and negative lien on Office No. HW4070, BKC Mumbai

b) First charge on block of assets of the company (excluding land & building and vehicles) situated at K-6A & K-6B, Adarsh
Nagar and E-68, E-69 Sitapura Industrial Area, and E-1 & E-2, SEZ-II, Sitapura, Jaipur

(iii) Pledge against fixed deposits with HDFC Bank and Yes Bank.

(iv) Personal guarantee of Mr. Sunil Agrawal, Managing Director of the Company.

Notes

Information about company exposure to interest rate, foreign currency and liquidity risk is given in note 49

A Nature of security:-

(i) First pari passu charge on all current assets and movable fixed assets of the Company.

(ii) First pari passu charge by way of equitable mortgage on collateral properties located as mentioned below :-

Land and building situated at K-6A & K-6B, Adarsh Nagar, E-68 & E-69, EPIP Zone, Sitapura, E-1 & E-2, SEZ-II, Sitapura,
Jaipur and negative lien on Office No. HW4070, BKC Mumbai.

(iii) Unconditional and irrevocable personal guarantee of Mr. Sunil Agrawal, Managing Director of the Company.

The Company has benefited from certain tax incentives that the Government of India has provided for the units situated in
Special Economic Zones (SEZs) under the Special Economic Zone Act, 2005, which began providing services on or after 1
April 2005. The eligible units are eligible for a deduction of 100% of profits or gains derived from the export of services for
the first five years from commencement of provision of services and 50% of such profits and gains for a further five years.
Certain tax benefits are also available for a further five years subject to the unit meeting defined conditions.

The Company is subject to Minimum Alternate Tax (MAT) on its book profits, which gives rise to future economic benefits in
the form of adjustment of future income tax liability. MAT paid for a year can be set-off against the normal tax liability within
fifteen subsequent years, expiring between the years 2029 to 2038.

B) Defined benefit plan

(i) Gratuity

The Company has a defined benefit gratuity plan. Every employee gets a gratuity on retirement/termination/resig nation
at 15 days salary (last drawn salary) for each completed year of service. The scheme is funded with an insurance
company in the form of a qualifying insurance policy. The following tables summarize the components of net benefit
expense recognised in the statement of profit or loss and the funded status and amounts recognised in the balance
sheet for the respective plans:

39 SHARE-BASED PAYMENTS

A. Description of share-based payment arrangements

a) Vaibhav Global Limited, Employee Stock Options Plan - 2006

Under the Vaibhav Global Limited, Employee Stock Options Plan (As amended) - 2006 (herein referred as 'ESOP Plan'),
the Nomination and Remuneration Committee decides upon the employees who qualify under the ESOP Plan and
the number of options to be issued to such employees. The exercise price of the share options shall be the market
price which would be the latest available closing price of the shares on the stock exchange, which records the highest
trading volume of the Company's shares on the date prior to date of meeting of the Compensation committee at which
the options are granted, unless otherwise determined by the Board / Committee. Out of stock option granted, 20%
stock option will vest at the end of one year from the date of Grant, 30% at the end of the second year and balance
50% at the end of third year. The Company has constituted “ Vaibhav Global Employee Stock Option Welfare Trust” to
administer & implement various ESOP Plan. The fair value of the share options is estimated at the grant date using a
Black-Scholes pricing model, taking into account the terms and conditions upon which the share options were granted.
However, the above performance condition is only considered in determining the number of instruments that will
ultimately vest. The exercise period for all the options under various tranches is 7 years from the date of vesting.

The weighted average remaining contractual life for the share options outstanding as at 31 March 2025 was 3.35
years (31 March 2024: 4.09 years)

The weighted average fair value of options granted during the year was ' NIL (31 March 2024: ' 294.09).

The range of exercise prices for options outstanding at the end of the year was ' 62.31 to ' 761.38 (31 March 2023:
' 4.13 to ' 528.80)

b) Vaibhav Global Limited Restricted Stock Unit Plan - 2019

During the previous financial year, the shareholders have approved the Vaibhav Global Limited Restricted Stock Unit
Plan - 2019 (herein referred as ‘RSU Plan') through postal ballot resolution dated 30 March 2019. According to RSU
Plan, the Nomination and Remuneration Committee decides upon the employees who qualify under the Plan and the
number of Restricted Stock Unit (RSU) to be issued to such employees. The exercise price of the RSU shall be the face
value of the equity shares as on date of exercise unless otherwise determined by the Board / Committee. The exercise
price shall not be less than the face value of equity share of the Company. Out of RSU granted, 20% RSU will vest at
the end of one year from the date of grant, 30% at the end of the second year and balance 50% at the end of third
year. The Company has constituted “ Vaibhav Global Employee Stock Option Welfare Trust” to administer & implement
RSU Plan. The fair value of the RSU will be estimated at the grant date using a Black-Scholes pricing model, taking into
account the terms and conditions upon which the RSU were granted. However, the above performance condition is
only considered in determining the number of instruments that will ultimately vest. The exercise period for all the RSU
will be 3 months from the date of respective vesting. During the year, the Nomination and Remuneration Committee
has granted 677,768 RSU (previous year: 819,945).

The weighted average remaining contractual life for the share options outstanding as at 31 March 2025 was 1.31 years
(31 March 2024: 0.12 years)

The weighted average fair value of options granted during the year was ' 368.58 (31 March 2024: ' 303.63).

The exercise prices for options outstanding at the end of the year was ' 2 (31 March 2024: ' 2)

c) Vaibhav Global Limited Employee Stock Options Plan - 2021

During the previous financial year, the shareholders have approved the Vaibhav Global Limited Employee Stock
Option Plan - 2021 (herein referred as ‘ESOP Plan 2021') through postal ballot resolution dated 21 March 2022.
According to ESOP Plan 2021, the Nomination and Remuneration Committee (hereinafter referred as “Committee”)
decides upon the employees who qualify under the ESOP Plan 2021 and the number of stock options to be issued to
such employees. The exercise price of the stock options shall be determined by the Committee / Board of Directors
from time to time as on the date of grant, which shall not be less than the face value of the equity share and not
more than the market price. Out of ESOP granted, vesting period shall be determined by the Committee / Board of
Directors at the time of grant of stock options ranging between one to three years from the date of grant of option. The
Company has constituted “ Vaibhav Global Employee Stock Option Welfare Trust” to administer and implement the
plans. The fair value of the stock option will be estimated at the grant date using a Black-Scholes pricing model taking
into account the terms and conditions upon which the stock options were granted. However, the above performance
condition is only considered in determining the number of instruments that will ultimately vest. The exercise period
for all such stock option will be 7 years from the date of respective vesting. During the year, the Company has granted
60,507 options (previous year: 56,475) under the ESOP Plan 2021.

d) Vaibhav Global Limited Management Stock Options Plan - 2021

During the previous financial year, the shareholders have approved the Vaibhav Global Limited Management Stock
Option Plan - 2021 (herein referred as ‘MSOP Plan') through postal ballot resolution dated 21 March 2022. According
to MSOP Plan, the Nomination and Remuneration Committee (hereinafter referred as “Committee”) decides upon the
employees who qualify under the MSOP Plan and the number of stock options to be issued to such employees. The
exercise price of the such stock optionns shall be the face value of the equity shares as on date of exercise. For stock
options granted, the vesting period shall be determined by the Committee / Board of Directors at the time of grant
of stock option ranging between one to three years from the date of grant of options. The Company has constituted
“Vaibhav Global Employee Stock Option Welfare Trust” to administer and implement MSOP Plan. The fair value of the
stock options will be estimated at the grant date using a Black-Scholes pricing model taking into account the terms and
conditions upon which the stock options were granted. However, the above performance condition is only considered
in determining the number of instruments that will ultimately vest. The exercise period for all such stock options will
be 7 years from the date of respective vesting. During the year, the Nomination and Remuneration Committee has
granted 88,224 (previous year: 63,594) stock options.

A. I n earlier years, the Company received notices from the Income Tax Department (“ITD”) under Section 148 of the
Act for Assessment Year 2012-13 to Assessment Year 2015-16. During the current quarter, the Honorable High
Court of Rajasthan has quashed the proceedings for Assessment Year 2013 - 14 to Assessment 2015 - 16 on
technical grounds. During the previous year, the Honorable High Court of Rajasthan has quashed the proceedings for
Assessment Year 2013 - 14 to Assessment 2015 - 16 on technical grounds and during the current year, the Honorable
High Court of Rajasthan has quashed the proceedings for Assessment Year 2012 - 13. Based upon the nature and
external expert opinion obtained by the Company, the management does not expect any liability to arise out of these
proceedings.

B. I n earlier year, The Income Tax Department (“the ITD”) conducted a Survey proceeding under section 133A of the
Act at the premises of the Company in November 2021. Subsequently, the Company is providing all cooperation and
necessary data/documents/information. During previous year, the Company received notices under Section 142(1) for
Assessment Year 2019 - 20 to Assessment Year 2022 - 23 requiring further information. As on date, based upon the
nature, the management does not expect any liability to arise out of these proceedings.

C. During the financial year 2019-20, pursuant to the shareholder's approval, the Company has bought back and
extinguished a total of 865,675 equity shares at an average buyback price of
' 831.72 per equity share. Basis external
opinion obtained by the Company, the Company believes that provisions of Section 115QA of Income Tax Act 1961 is
not applicable to the Company.

D. The Company is required to comply with the transfer pricing regulations, which are contemporaneous in nature. The
Company appoints independent consultant annually for conducting transfer pricing studies to determine whether
transactions with associate enterprises undertaken during the financial year, are on an arm's length basis. Adjustments,
if any, arising from the transfer pricing studies will be accounted for when the study is completed for the current
financial year. The management is of the opinion that its transactions with associates are at arm's length so that the
outcome of the studies to corroborate compliance with legislation will not have any material adverse impact on these
standalone financial statements.

E. The Company has certain pending litigations and claims filed by various forums/ authorities and third parties in the
normal course of business. The Company has reviewed all pending litigations and claims files by various forums/
authorities and has adequately provided, wherever provisions are required and disclosed as contingent liabilities, as
applicable. In the opinion of management and legal advice obtained, the claims filed by third parties are speculative
and frivolous and amount is unquantifiable at this point of time. The Company also believes that the above issues,
when finally settled, are not likely to have any significant impact on the financial position of the Company.

43 SEGMENT REPORTING

As per Ind AS 108 ‘Operating Segments', the Company has disclosed the segment information only as part of the
consolidated financial statements.

44 CAPITAL MANAGEMENT

The Company's policy is to maintain a strong capital base so as to maintain investor, creditor and the market confidence
and to sustain future development of the business. Management monitors the return on capital, as well as the level of
dividends to equity shareholders.

The board of directors seeks to maintain a balance between the higher returns that might be possible with the higher
level of borrowings and the advantages and security afforded by a sound capital position. The Company monitors capital
using a ratio of ‘adjusted net debt' to ‘adjusted equity'. For this purpose, adjusted net debt is defined as total liabilities,
comprising interest-bearing short term borrowing less cash and cash equivalents. Gold on loan as disclosed in the
standalone financial statements represents amounts due to banks for the procurement of gold under ‘Gold (Metal) loan
scheme' by the Company. Adjusted equity comprises of all components of equity. The Company's adjusted net debt to
equity ratio as at 31 March 2025 is as follows:

45 OTHER REGULATORY INFORMATION (Contd..)

(vii) The Company has not any such transaction which is not recorded in the books of accounts that has been surrendered
or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961 (such as, search or
survey or any other relevant provisions of the Income Tax Act, 1961)

(viii) The Company has not been declared wilful defaulter by any bank or financial institution or government or any
government authority.

(ix) The Company does not have any charges or satisfaction which are yet to be registered with Registrar of Companies
(‘ROC') beyond the statutory period.

(x) The Company does not have any immovable property whose title deeds are not held in the name of the Company.

(xi) As per the provisions of the Core Investment Companies (Reserve Bank) Directions, 2016, the Company is not a Core
Investment Company (CIC) and the group does not have any CIC.

45 OTHER REGULATORY INFORMATION

(i) The Company does not have any benami property where any proceedings have been initiated or pending against the
Company for holding such benami property.

(ii) The Company doesn't have any transactions with companies that have been struck off.

(iii) The Company has not revalued its property, plant and equipment (including right-of-use assets) or intangible assets or
both during the current or previous year.

(iv) The Company has not traded or invested in Crypto currency or virtual currency during the financial year.

(v) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), including foreign
entities (Intermediaries) with the understanding that the Intermediary shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the company (Ultimate Beneficiaries) or

(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries

(vi) The Company has not received any fund from any person(s) or entity(ies), including foreign entities (Funding Party)
with the understanding (whether recorded in writing or otherwise) that the Company shall:

(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf
of the Funding Party (Ultimate Beneficiaries) or;

(b) provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,

(ii) Fair value hierarchy

The table shown below analysis financial instruments carried at fair value, by valuation method. The different levels have
been defined below:

a) Level 1:

Level 1 hierarchy includes financial instrument measured using quoted prices. This includes listed equity instruments
that have a quoted price. The fair value of all equity instruments which are traded in the stock exchanges is valued
using the closing price as at the reporting period end.

48 FAIR VALUE MEASUREMENTS (Contd..)

b) Level 2:

If inputs required to fair value an instrument other than quoted prices included within Level 1 are observable, either directly
(i.e., as prices) or indirectly (i.e., derived from prices), the instruments are included in Level 2.

c) Level 3:

If one or more of the significant inputs is not based on observable market data, the instruments is included in level 3.

The fair value of the financial assets and liabilities are included at the amount that would be received to sell an asset
and paid to transfer a liability in an orderly transaction between market participants. The following methods and
assumptions were used to estimate the fair values:

• Other non-current financial assets and liabilities: Fair value is calculated using a discounted cash flow model with
income approach, unless the carrying value is considered to approximate to fair value.

• Trade receivables, cash and cash equivalents, other bank balances, loans, other current financial assets, current
borrowings, gold on loan, trade payables and other current financial liabilities: Approximate their carrying amounts
largely due to the short-term maturities of these instruments.

49 FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES

This section gives an overview of the significance of financial instruments for the Company and provides additional
information on the balance sheet. Details of significant accounting policies, including the criteria for recognition, the basis
of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset,
financial liability and equity instrument are disclosed in these financial statements.

Risk management framework

Company is being driven by the market forces, its businesses are subject to several risks and uncertainties including
financial risks. The Company's documented risk management policies act as an effective tool in mitigating the various
financial risks to which the business is exposed to, in the course of their daily operations.

The risk management policies cover areas around all identified business risks including commodity price risk, foreign
exchange risk etc., Risks are identified through a formal risk management programme with active involvement of senior

49 FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (Contd..)

management personnel and business managers. The Company has in place risk management processes in line with the
Company's policy. Each significant risk has an owner, who coordinates the risk management process.

The risk management framework aims to:

• Better understand our risk profile;

• Understand and better manage the uncertainties which impact our performance;

• Contribute to safeguarding Company value and interest of various stakeholders;

• Ensure that sound business opportunities are identified and pursued without exposing the business to an unacceptable
level of risk;

• Improve compliance with good corporate governance guidelines and practices as well as laws & regulations; and

• Improve financial returns
Treasury management

The Company's treasury function provides services to the business, co-ordinates access to domestic and international
financial markets, monitors and manages the financial risks relating to the operations of the Company through internal risk
reports which analyse exposures by degree and magnitude of risks. These risks include market risk (including currency
risk, fair value interest rate risk and price risk), credit risk, liquidity risk and cash flow interest rate risk.

Treasury management focuses on capital protection, liquidity maintenance and yield maximization. The treasury operates
as per the delegation of authority from the Board. Day-to-day treasury operations are managed by Company's finance
team. Long-term fund raising including strategic treasury initiatives are handled by a Treasury team. A monthly reporting
system exists to inform senior management of investments, debt, currency and interest rate derivatives. The Company has
a strong system of internal control which enables effective monitoring of adherence to Company's policies.

Commodity price risk

Fluctuation in commodity price in market affects directly or indirectly the price of raw material and components used by
the Company. The Company is exposed to fluctuations in gold price (including fluctuations in foreign currency) arising
on purchase/sale of gold. The risk management strategy against gold price fluctuation includes procuring gold on loan
basis, with a flexibility to fix price of gold at any time during the tenor of the loan. The Company sells its products mainly
to its Group Companies, whereby there is a regular negotiation/adjustment of prices on the basis of changes in the
commodity prices.

Financial risk

The Company's Board approved financial risk policies comprise liquidity, currency, interest rate and counterparty risk. The
Company does not engage in speculative treasury activity but seeks to manage risk and optimize interest through proven
financial instruments.

(a) Liquidity

The Company requires funds both for short-term operational needs as well as for long-term investment programmes
mainly in growth projects. The Company generates sufficient cash flows from the current operations which together
with the available cash and cash equivalents and short-term investments provide liquidity both in the short-term as
well as in the long-term. The Company has been rated by Care Ratings Ltd (CARE) for its banking facilities in line norms.

The Company remains committed to maintaining a healthy liquidity, gearing ratio, deleveraging and strengthening
balance sheet. The maturity profile of the Company's financial liabilities based on the remaining period from the
date of balance sheet to the contractual maturity date is given in the table below. The figures reflect the contractual
undiscounted cash obligation of the Company.

Foreign currency sensitivity

The foreign exchange rate sensitivity is calculated by the aggregation of the net foreign exchange rate exposure
with a simultaneous parallel foreign exchange rates shift in the currencies by 5% against the functional currency of
the Company. A 5% appreciation / depreciation of the respective foreign currencies with respect to the functional
currency would result in net decrease / increase in the Company's profit and equity for the fiscal year 2025 and 2024
by ' 1,006.96 lacs and ' 384.30 lacs respectively.

(c) Interest rate risk

The Company is exposed to interest rate risk on short-term rate instruments. The borrowings of the Company are
principally denominated in US Dollars and GBP with floating rates of interest. The debt is of floating rates linked to
LIBOR. These exposures are reviewed by appropriate levels of management on a monthly basis.

Collateral

The Company has hypothecated its trade receivables, inventory, advances, bank deposits and other current assets
in order to fulfil the collateral requirements for the financial facilities in place. There are no other significant terms and
conditions associated with the use of collateral.

(b) Foreign exchange risk

The Company operates internationally and exposed to foreign exchange risk arising from various currency exposures,
primarily with respect to US dollar, GBP and EURO. The Company is subject to the risk that changes in foreign currency
values impact the Company exports revenue and purchases from overseas suppliers in foreign currency and foreign
currency denominated borrowings.

The exchange rate between Indian Rupee and foreign currencies has impact on results of the Company's operations.
Consequently, the results of the Company's operations get effected as the Rupee appreciates/depreciates against
these foreign currencies.

(d) Counterparty and concentration of credit risk

Credit risk refers to the risk that counterparty will default on its contractual obligations resulting in financial loss to the
Company. The Company is exposed to credit risk from its operating activities (primarily trade receivables), deposits with
banks, short term investments, foreign exchange transactions and other financial assets. The Company has adopted
a policy of only dealing with creditworthy counterparties and obtaining sufficient collateral, where appropriate, as a
means of mitigating the risk of financial loss from defaults.

Trade Receivable

Customer credit risk is managed by each business unit subject to the Company's established policy, procedures
and control relating to customer credit risk management. In monitoring customer credit risk, customers are grouped
according to their credit characteristics, including whether they are wholesale or end-user customer, their geographic
location, trade history with the Company. An impairment analysis is performed quarterly. The calculation is based on
historical experience/ current facts available in relation to default and delays in collection thereof. The management
historical experience of collecting receivables is that credit risk is low. Hence, trade receivables are considered to be
a single class of financial assets.

49 FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES (Contd..)

Financial assets other than trade receivables

With regards to other financial assets with contractual cash flows other than trade receivable, management believes
these to be high quality assets with negligible credit risk. The management believes that the parties from which
these financial assets are recoverable, have strong capacity to meet the obligations and where the risk of default is
negligible and accordingly no provision for excepted credit loss has been provided on these financial assets. Defined
limits are in place for exposure to individual counterparties in case of mutual funds schemes. The carrying value of
other financial assets other than cash and cash equivalents represents the maximum credit exposure. The Company's
maximum exposure to credit risk at 31 March 2025 is ' 26,304.69 lacs (31 March 2024 is ' 15,129.36 lacs).

Derivative financial instruments

The Company is exposed to foreign currency fluctuations on foreign currency assets / liabilities and forecast cash
flows denominated in foreign currency. The use of derivatives to hedge United States of Dollar and Great Britain Point
forecasted cash flows is governed by the Company's strategy, which provides principles on the use of such forward
contracts consistent with the Company's Risk Management Policy. The counterparty in these derivative instruments is
a bank and the Company considers the risks of non-performance by the counterparty as insignificant. The Company
has entered into a series of foreign exchange forward contracts that are designated as fair value hedges. The Company
does not use forward covers and currency options for speculative purposes.

During the current year, the Company has earned profits on account of cash flow hedging derivatives. The above
profit is included in foreign exchange gain (net) in the Statement of Profit and Loss. All the foreign exchange forward
contracts designated as fair value flow hedges along with related forecasted transactions will be matured within the
next financial year.

50 EXCEPTIONAL ITEMS (Contd..)

During the year ended 31 March 2025, the Company reassessed the recoverable amount of its investment in, loan given
and receivable from subsidiaries in accordance with Ind AS 36 - Impairment of Assets. Based on improved financial
performance and updated projections, the recoverable amount was determined to be higher than the carrying amount.

As a result, an impairment loss of ' 4,688.23 lacs, previously recognized, has been reversed in the current year and is
included under “Exceptional items” in the Statement of Profit and Loss.

51 D uring current year, the Company's registered office is shifted from K-6B, Fateh Tiba, Adarsh Nagar, Jaipur, 302004,
Rajasthan to E-69, EPIP, Sitapura Industrial Area, Jaipur - 302022, Rajasthan to carry on business of the Company more
efficiently and with better operational convenience.

Signatures to notes 1 to 51

As per our attached report of even date

For B S R & Co. LLP For and on behalf of the Board of Directors of

Chartered Accountants Vaibhav Global Limited

ICAI Firm's Registration No.: 101248W/W-100022

Gaurav Mahajan Sunil Agrawal Sheela Agarwal

Partner Managing Director Director

Membership No. : 507857 DIN: 00061142 DIN: 00178548

Place: Jaipur Place: Dusseldorf, Germany Place: Jaipur

Date: 21 May 2025 Date: 21 May 2025 Date: 21 May 2025

Nitin Panwad Yashasvi Pareek

Group CFO Company Secretary

ICSI Membership No: A39220
Place: Jaipur Place: Jaipur

Date: 21 May 2025 Date: 21 May 2025

 
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