DIRECTORS' REPORT

Your Board of Directors (‘Board’) has pleasure in presenting the 37^th Annual Report on the affairs of the Company, together with
the Audited Financial Statements, for the Financial Year (‘FY’) ended 31 March 2026.

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 2026 are as under:

A detailed discussion on financial and operational performance of the Company and its subsidiaries is given under “Management
Discussion and Analysis Report” which forms part of this Report. There was no change in the nature of business of the Company
during the financial year ended 31 March 2026.

BUSINESS OVERVIEW

Vaibhav Global Limited (‘VGL’), founded in 1980, continues
to strengthen its position as a vertically integrated, omni¬
channel retailer specializing in fashion jewellery and lifestyle
products. The Company now reaches approximately 127
million households through its television networks-Shop
LC in the United States, Shop TJC and Ideal World in the
United Kingdom, and Shop LC in Germany-supported by
an expanding presence across digital platforms, including
proprietary websites, mobile applications, OTT channels, and
online marketplaces.

The business continues to operate on a well-established
flywheel model. By offering well-priced, quality products
across TV and digital channels, VGL attracts a broad and loyal
customer base. Healthy repeat purchases and retention rates
further enhance engagement and drive customer lifetime
value. Purpose-led initiatives, particularly the mid-day meal
program ‘your purchase feeds...’, along with broader ESG
efforts, continue to strengthen brand equity and deepen
customer relationships.

The Company’s dual-channel reach across television and
digital platforms remains a core competitive advantage.
Operations are organised across two primary product
segments-fashion jewellery and lifestyle.

Fashion jewellery and gemstones contribute approximately
65.1% of Group revenue and are largely manufactured in¬
house, enabling superior control over quality, supply chain
efficiency, and margins. The lifestyle segment is supported
by a diversified sourcing network spanning more than 30
countries, providing both flexibility and scalability.

VGL’s asset-light model, combined with disciplined capital
allocation, continues to underpin strong cash flow generation.
The business consistently delivers healthy gross margins
(60% ) and maintains robust return ratios. Steady free cash
flows support a lean balance sheet and provide the financial
flexibility to invest in strategic growth opportunities while
maintaining operational resilience. For more details on
business overview and state of the company’s affairs, please
refer Management Discussion and Analysis Report, which
forms a part of the Board’s Report.

DIVIDEND

The Board has recommended a final dividend of ' 1.50/- per
equity share having face value of ' 2/- each (@75%) for the
financial year 2025-26, subject to the approval of the members
at the ensuing 37^th AGM. The final dividend, if approved by
the members at the 37^th AGM, will be paid to those members
whose names appear in the register of members as on the
record date, i.e., Friday, 26 June 2026.

Apart from above, the Board has also declared the following
interim dividends during financial year 2025-26:

The dividend pay-out for FY 2025-26 would be approximately
' 100.20 crores including the proposed final dividend. 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://
vaibhavglobal.com/code-policies/policies-and-programme.

TRANSFER TO RESERVE

The Board has decided to retain the entire amount of profits
for FY 2025-26 in the profit & loss account and not to transfer
any amount to the Reserves.

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
7,85,581 equity shares of ' 2/- each to eligible employees
under various share based employee benefit plans
through Vaibhav Global Employee Stock Option Welfare
Trust, in various tranches, pursuant to the exercise of
Stock Options and Stock Units. Consequently, the paid-
up share capital of the Company has increased from
' 33,25,64,134 (divided into 16,62,82,067 equity shares
of ' 2/- each) to ' 33,41,35,296 (divided into 16,70,67,648
equity shares of ' 2/- each). The equity shares issued
under abovesaid share based employee 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.

SHARE BASED EMPLOYEE BENEFIT PLANS

During the year under review, the Company granted share-
based benefits to eligible employees with the objective of
attracting and retaining talent, and fostering greater employee
participation in the Company’s growth and value creation:

a) Restricted Stock Unit Plan-2019: The Company
has granted 10,48,021 stock units convertible into
equal number of equity shares having 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’).

b) Management Stock Option Plan-2021: The Company
has granted 86,810 stock options convertible into
equal number of equity shares having 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 ’).

c) Employee Stock Option Plan-2021: The Company
has granted 2,77,442 stock options convertible into
equal number of equity shares having 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 ’).

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’).

All share based employee benefit plans of the Company

i.e. RSU-2019, MSOP-2021, ESOP-2021 and ESOP-2006,
are in compliance with Securities and Exchange Board of
India (Share based Employee Benefits and Sweat Equity)
Regulation, 2021 (‘SEBI (SBEB) Regulations’) and are
administered through 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://vaibhavglobal.com/
shareholder_communication/vgl_employee_benefit_
scheme_disclosure. The Company issued and allotted equity
shares as per its various share based employee benefit plans
and there was no instance wherein the Company failed to
implement any corporate action within the statutory timelines.

The Secretarial Auditors’ certificate on the implementation of
abovesaid plans in accordance with SEBI (SBEB) Regulations
will be made available during the 37^th AGM.

CREDIT RATING

During the year under review, CARE Ratings Limited has
reaffirmed 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
carries low credit risk.

Further, ICRA Limited has upgraded 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 carries
low credit risk.

HOLDING AND SUBSIDIARY COMPANIES

A. Holding Company:

As on 31 March 2026, Brett Enterprises Private Limited,
holding 9,35,01,763 equity shares of ' 2/- each and
representing 55.97% of the total shareholding of
the Company, is the holding Company of Vaibhav
Global Limited.

B. Subsidiary Companies:

The Company has following subsidiaries and
step-down subsidiaries:

Subsidiaries

a) VGL Retail Ventures Limited, Mauritius, a 100% subsidiary
of the Company, which in turn holds 100% stake of 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% stake of 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 the 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 primarily engaged in business process and
management services.

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. It operates a dedicated 24x7
TV shopping channel, an internet shopping website
(www.tjc.co.uk), and a mobile application 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. It operates a dedicated 24x7 TV shopping
channel, an internet shopping website (www.shoplc.
com), and a mobile application in the USA.

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 Company, 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).

There is no associate company within the meaning of Section
2(6) of the Companies Act, 2013 (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 2026 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The shareholders of the Company, at 36^th AGM, have
approved (i) the re-appointment of Mrs. Sheela Agarwal
(DIN: 00178548) as a director, liable to retire by rotation.

(ii) re-appointment of Mr. Jason Charles Goldberg (DIN:
10350403) as an Independent Director of the Company
for the second term, to hold office for a period of five years
commencing from 17 October 2025 to 16 October 2030
(both days inclusive).

Pursuant to the provisions of Section 152 of the Act, Mr. Harsh
Bahadur, Non-Executive Director, being the longest in office
among the Directors liable to retire by rotation, shall retire
by rotation at the ensuing 37^th AGM. Being eligible, he has
offered himself for re-appointment as a Director of the
Company. The Board recommends his re-appointment for the
approval of the shareholders at the ensuing 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 2026. There has been no change
in the KMP of the Company during the financial year 2025-26.

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. The said
Policy is available on the Company’s website at https://
www.vaibhavglobal.com/code-policies/policies-and-
programme. 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 2025-26, 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 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 in which 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

Pursuant to Section 135 of the Act, the Board has constituted
a Corporate Social Responsibility (‘CSR’) Committee to
formulate and recommend to the Board an annual CSR plan
in terms of the Company’s CSR Policy, which outlines the CSR
projects and programmes to be undertaken by the Company
in accordance with Schedule VII of the Act. The Committee
also recommends the amount of expenditure to be incurred
on such activities and monitors the implementation of the
CSR Policy from time to time. The CSR Policy is available on
the Company’s website at https://www.vaibhavglobal.com/
code-policies/policies-and-programme.

During the year under review, your Company has spent
a sum of ' 548.93 lakh under CSR activities. 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 & Relationship Capital’ in Integrated Annual
Report and Annual ESG Report.

AWARDS AND RECOGNITIONS

During the year under review, your Company further
reinforced its commitment to sustainability, manufacturing
excellence, and fostering a positive workplace culture,
which was recognised through several prestigious awards,
recognitions, and certifications:

1. The Company has been awarded the Responsible
Jewellery Council (RJC) Certification, reaffirming its
commitment to responsible sourcing, ethical business
practices, and adherence to globally recognised
sustainability standards across the value chain.

2. ICRA ESG Ratings Limited upgraded the Company’s
ESG rating to 74 (Strong) during the year. The enhanced
rating reflects the Company’s sustained focus on
strengthening its Environmental, Social, and Governance
(ESG) framework and practices.

3. The Company was conferred with the ‘Excellence in
Manufacturing Award’ by the Indo-American Chamber
of Commerce at the ‘21^st Indo-American Corporate
Excellence Conclave - 2025’. The award recognises the
Company’s continued focus on operational excellence,
innovation, and manufacturing capabilities.

4. The Company has been recognised as a ‘Great Place to
Work®’, reflecting its continued commitment to fostering
a culture of trust, inclusivity, and employee well-being.

5. The Company’s SEZ facility achieved LEED® Platinum
Green Building Re-Certification, underscoring its
ongoing commitment to sustainable infrastructure,
energy efficiency, and environmental stewardship.

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)
Rules, 2014 and therefore there are no outstanding deposits
as on 31 March 2026.

PARTICULARS 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, KMPs 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 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 said 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 policy on the Related
Party Transactions and a policy on Material Subsidiaries are
available on the Company’s website at https://vaibhavglobal.
com/code-policies/policies-and-programme.

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 organisational 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 Board constituted a Risk Management Committee to
frame, implement and monitor the risk management plan for
the Company. The Committee is responsible for monitoring
and reviewing the risk management plan and ensuring its
effectiveness. The Audit Committee has additional oversight
in the area of financial risks and controls. The major risks
identified by the businesses and functions are systematically
addressed through mitigating actions on a continuing basis.
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 monitors and
reviews the risk management plan and performs 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 had 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 2026, which forms a part of this Annual
Report. The Reports on standalone and consolidated
financials do 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

Pursuant to Section 204 of the Act, read with Regulation
24A(1) of the SEBI (LODR) Regulations, M/s Mehta &
Mehta, Practicing Company Secretaries, a Peer Reviewed
Firm (Firm Registration Number: P1996MH007500), was
appointed as Secretarial Auditors of the Company for a
term of five consecutive years i.e. from the conclusion
of 36^th AGM till the conclusion of the 41^st AGM of the
Company, to carry out the Secretarial Audit from financial
year 2025-26 to financial year 2029-30.

The Secretarial Audit Report for the financial year
2025-26 is enclosed herewith as Annexure 4. There
has been no qualification, reservation, adverse remark
or disclaimer given by the Secretarial Auditors in their
Report. The information referred to in the Secretarial
Auditors’ Report is self-explanatory and does not call for
any further comments.

Annual Secretarial Compliance Report

A Secretarial Compliance Report, pursuant to Regulation
24A of the SEBI (LODR) Regulations, for the financial
year 2025-26 on compliance of all applicable SEBI
Regulations and circulars / guidelines issued thereunder,
has been obtained from M/s Mehta & Mehta, Practicing
Company Secretaries and the same has been placed on
the website of the Company and Stock Exchanges.

The unlisted Indian subsidiary 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 and 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 as amended from time to time, 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 updated code is available on the Company’s
website at https://www.vaibhavglobal.com/code-policies

The Board has also formulated a code of practices and
procedures for fair disclosure of unpublished price sensitive
information as amended from time to time, 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 upholding and
maintaining 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/policies-and-programme.

During the year under review, no complaint was
received by the ICC.

A. number of complaints of sexual harassment received
in the year - Nil

B. number of complaints disposed off during the year - NA

C. number of cases pending for more than ninety days - NA

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/policies-and-programme.
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.

Further, information as 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 Environmental, Social and Governance
(‘ESG’), has been so far increased globally that almost all
businesses have begun to integrate it into their operations
and business strategies. The ESG factors are important for
our long term stakeholders given that our activities have
an impact on society and environment. We also believe in
communicating our ESG journey in a transparent manner. In
addition to the statutory requirement for publishing Business
Responsibility Report, your Company had also published its
Annual ESG Report for financial year 2025-26.

We take pleasure to publish our Business Responsibility
and Sustainability Report (‘BRSR’) detailing multiple ESG
initiatives undertaken by the Company in the specified format
which forms a part of this 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 Board has 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
has been duly paid.

UNCLAIMED DIVIDEND

Section 124 of the Act read with Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 (the ‘Rules’), mandates the companies to
transfer the amount of dividend, which remained unclaimed,
for a period of seven years, from the unpaid dividend account
to the Investor Education and Protection Fund (‘IEPF’). Further,
the Rules also mandate that the share on which dividend has
not been paid or claimed for seven consecutive years, or
more be transferred to the IEPF.

Further during the year the Company undertook a focused
special drive for updation of KYC and related details to assist
shareholders in claiming unpaid and unclaimed dividends
and to prevent their transfer to the IEPF. The Company
also facilitated shareholders through a special window for
re-lodgement of transfer requests of physical shares, in
line with applicable SEBI and IEPF requirements. These
initiatives were supported through multi channel shareholder
communications.

Mr. Yashasvi Pareek, Company Secretary 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

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
46.56 lakh kWh electricity through
renewable energy. The Company’s total solar
capacity is 3.68 MW.

• Electrical Vehicle

Towards reduction of carbon footprint, the
Company has deployed 159 electric scooters
for employees’ commute. The Company uses
4 electric cars for its routine transportation.

• Green Building

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

• Water Management

Your Company has rainwater harvesting
structures of approximately 10,000 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 has accelerated efforts to
enhance the green coverage at our plants
and surroundings. Till date, we have planted
7,500 trees at different locations. In order to
promote biodiversity in Rajasthan, we initiated
a multilayer 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 the
Company’s pledge to the SBTi (Science Based
Targets initiative) commitment.

(ii) Capital investment on energy conservation
equipment: ' 36 lakh.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) Energy Recovery Ventilation / VRV-VRF
HVAC System - improves energy efficiency
by recovering heat/cooling from exhaust air.

b) Air-Cooled Servo Stabilizers - reduces
energy losses by stabilizing voltage supply.

c) Industrial Chillers - enhances cooling
efficiency in manufacturing processes.

d) Resin Recovery Unit - enables recycling
of process materials, reducing energy and
material consumption.

e) Closed-Loop Processing Machine -

reduces energy use and effluent generation
through recirculation.

f) High-Efficiency Vacuum Pump - improves
energy performance compared to
conventional systems.

g) Solar Grid-Tie Inverter (100 kW) - supports
renewable energy utilization through grid-
tied integration.

h) VRV Air Conditioning Plant - ensures
optimized and energy-efficient cooling
across operations.

(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,
along with better resource utilization.

(iii) Imported technology: Not Applicable.

(iv) Expenditure incurred on Research and
Development: Nil

(v) In case of imported technology (imported during
the last three years reckoned from the beginning of
the financial year):

• Details of technology imported - Wax injectors
Year of import - 2025-26

Fully absorbed? - Yes
Reasons for non-absorption - NA

• Details of technology imported - Laser systems;
smart wax production units; IR burnout furnaces
Year of import - 2024-25

Fully absorbed? - Partial

Reasons for non-absorption - As core optics
and control electronics are imported while
the structural and peripheral components are
locally manufactured. Hence, full absorption
is in progress.

• Details of technology imported - Vulcan
burnout oven, Granulation machine, Flask
burnout ovens, Wax injectors and Casting
machines

Year of import - 2023-24
Fully absorbed? - Yes
Reasons for non-absorption - NA

C. Foreign Exchange Earnings and Outgo

The information on foreign exchange earnings and
outgo during the year under review is as under:

Other Disclosures

The Government of India has notified the four new Labour
Codes with effect from 21 November 2025, subsuming and
rationalising various existing labour laws relating to wages,
social security, industrial relations and occupational safety,
health and working conditions. During the year under review,
the Company evaluated the applicability and implications of
these Codes on its operations and employment practices.
Accordingly, appropriate financial provisions have been
made arising from the implementation of the new Labour

Codes. The Company continues to ensure compliance in line
with applicable rules and guidelines as may be notified by the
authorities from time to time.

Further, during the financial year under review:

1. The Company has complied with the provisions of the
Maternity Benefit Act, 1961 and / or Maternity Benefit
provisions under the Code on Social Security, 2020.

2. 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;

3. There have been no material / significant changes
occurred between the end of the financial year
2025-26 and the date of this report which may impact
the financial position of the Company;

4. 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

5. 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.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Board 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 2026 and state that:

a) in the preparation of the annual accounts for the financial
year ended 31 March 2026, 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 2026 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.