Your Directors take pleasure in presenting their 30^th Annual Report ("Report") on the business and operations of V-Guard Industries

Ltd. ("the Company"), together with the Audited Financial Statements for the Financial Year ended March 31, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

The summarized standalone and consolidated financial performance of your Company with previous year's figures are given in the table below:

* Pursuant to New Labour Codes an incremental charge towards gratuity and leave encashment provisions has been recognised as exceptional item.

2. COMPANY PERFORMANCE

The key highlights of the Company's financial performance during the Financial Year 2025-26 are given below:

The consolidated revenue from operations increased by 7.0% from _ 5,577.82 Cr. to _ 5,965.78 Cr. in the Financial Year 2025 - 26, whereas the standalone revenue from operations increased by 7.2% from _ 5,308.87 Cr. to _ 5,691.78 Cr. in the Financial Year 2025- 26.

The consolidated EBITDA increased by 2.6% from _ 513.23 Cr. to _ 526.76 Cr. in the Financial Year 2025-26 and standalone EBITDA decreased by 1.1% from _ 422.47 Cr. to _ 417.65 Cr. in Financial Year 2025-26.

The consolidated Net Profit decreased by 1.7% from _ 313.72 Cr. to _ 308.33 Cr. in the Financial Year 2025-26 and standalone Net Profit decreased by 0.3% from _ 260.22 Cr. to _ 259.37 Cr. in Financial Year 2025-26. The decrease in profit is mainly due to exceptional item as detailed in point 1 above.

The segment wise performance of the Company is provided in Management Discussion and Analysis Report which forms part of this Report. The consolidated financial results comprise of full year financial performance of Wholly-owned subsidiaries - GUTS Electro-Mech Ltd., V-Guard Consumer Products Ltd., Sunflame Enterprises Pvt. Ltd., and Associate Company, Gegadyne Energy Labs Pvt. Ltd.

3. TRANSFER TO RESERVES

During the year under review, no amount was transferred to any of the reserves by the Company.

4. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on March 31, 2026, your Company continues to have following Wholly-owned Subsidiaries (WoS) and Associate Company:

1. GUTS Electro-Mech Ltd. (GUTS): WoS.

2. V-Guard Consumer Products Ltd. (VCPL): WoS.

3. Sunflame Enterprises Pvt. Ltd. (SEPL): WoS.

4. Gegadyne Energy Labs Pvt. Ltd. (GEL): Associate Company.

During the year under review, VCPL was identified as material subsidiary of the Company as defined in Regulation 16(1) (c) of the Securities and Exchange Board of India (Listing

Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Policy for determining Material Subsidiaries, adopted by your Board, is in conformity with Regulation 16 of SEBI Listing Regulations. During the year under review, the Board of Directors has approved revisions to the said policy to incorporate recent changes in the SEBI Listing Regulations. The Policy can be accessed on the Company's website at https://www.vguard.in/uploads/ investor_relations/Policy-on-Material-subsidiary.pdf.

During the year under review, no Company has become or ceased to be Subsidiary or Associate of the Company. Further, the Company does not have any joint venture.

5. CHANGES TO THE SHARE CAPITAL

Authorised Share Capital:

During the year under review, there was no change in the Authorised Share Capital of the Company. As on March 31, 2026, it stood at _ 1,91,50,00,000 (Rupees One Hundred and Ninety One Crores and Fifty Lakhs Only) divided into 1,91,50,00,000 (One Hundred and Ninety One Crores and Fifty Lakhs) Equity Shares of _ 1/- (Rupee One Only) each.

Issued, Subscribed and Paid-up Share Capital

During the year under review, 10,24,783 equity shares of face value _1/- (Rupee One Only) each, were allotted to the employees who exercised options under Employee Stock Option Scheme of the Company (ESOS 2013). The details are mentioned in point no. 16(g) below.

The Paid-up Share Capital of the Company as at March 31, 2026, was _ 43,68,03,816/- (Rupees Forty Three Crores Sixty Eight Lakhs Three Thousand Eight Hundred and Sixteen Only) divided into 43,68,03,816 (Forty Three Crores Sixty Eight Lakhs Three Thousand Eight Hundred and Sixteen) Equity Shares of _ 1/- (Rupee One Only) each.

Save and except, as stated above, there was no change in Share Capital of the Company. During the Financial Year under review, your Company had neither issued nor allotted any preference shares, debentures, bonds, warrants, equity shares with differential rights or sweat equity shares.

6. DIVIDEND

In line with the Dividend Distribution Policy of the Company, the Board of your Company in its meeting held on May 12, 2026 has recommended a final dividend of _ 1.50/- (One Rupee and Fifty Paisa Only) @150% per equity share of _ 1/- (Rupee One Only) for the Financial Year 2025-26 payable to those members whose name/s appear in the Register of Members/list of beneficiaries as on July 31, 2026 i.e. the record date. The total final dividend payout will amount to ~_ 65.52 Cr. The payment of final dividend is subject to the approval of shareholders in the 30^th Annual General Meeting ("AGM") of the Company to be held on August 11, 2026. The aforesaid final dividend, if approved by the shareholders, will be paid by the Company from its profits earned during the Financial Year on or before September 9, 2026.

Pursuant to Income Tax Act, 2025, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders. Accordingly, in compliance with the said provisions, your Company shall make the payment of dividend after deduction of tax at source at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Notice of 30^th Annual General Meeting and the Income Tax Act, 2025.

7. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, unclaimed/unpaid dividend of which was lying in the Unpaid Dividend Account for the Financial Year 2017-18, pursuant to the provisions of Section 124(5) of the Companies Act, 2013 ("the Act"), was transferred to IEPF. The Company has transferred 13,383 equity shares, in respect of which dividend(s) have not been claimed for seven consecutive years, to IEPF Authority. The details of unpaid or unclaimed dividend(s) & shares transferred to IEPF during the year, pursuant to the applicable provisions of the Act, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 and the dividend(s) which are due for transfer to IEPF in the forthcoming years, are provided in the Report of Corporate Governance forming part of this Report.

Details of Nodal Officer

The details of the nodal officer appointed by the Company under the provisions of IEPF is available on the website of the Company at https://www.vguard.in/uploads/ downloads/Nodal-officer-communication-details.pdf.

8. PUBLIC DEPOSITS

Your Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), from public during the year under review. Therefore, no amount of principal or interest was outstanding, as on the balance sheet closure date.

9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS

There were no significant material orders, passed by the Regulators/Courts/Tribunals which would impact the going concern status of the Company and its future operations.

10. CREDIT RATING

During the year under review, CRISIL ESG Ratings & Analytics Ltd., SES ESG Research Pvt. Ltd. and NSE Sustainability Ratings and Analytics Ltd, independent ESG rating agencies, have rated your Company on ESG Parameters. The Company has not engaged the aforementioned rating agencies for ESG Rating. The said agencies have independently assessed the Company based on public disclosures on ESG parameters and other information available in the public domain.

Further, during the year under review, M/s. Crisil Ratings Ltd. re-affirmed the top-notch ratings i.e. Crisil A1+ (pronounced as CRISIL A one plus rating) on _ 150 Crores Commercial Paper of the Company.

M/s. ICRA Ltd. vide its letter dated April 7, 2026, has upgraded the rating and revised the outlook as detailed below:

11. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Pursuant to the provisions of the SEBI Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms part of this Report. The report outlines the Company's initiatives from an Environmental, Social and Governance (ESG) perspective. This is complemented by an independent limited assurance report on BRSR core and selected non-core parameters, conducted by an independent third-party assurance provider M/s. Price Waterhouse Chartered Accountants LLP.

a) Composition of the Board of Directors

As on March 31, 2026, the Board of Directors of the Company comprised of eight Directors, with three Executive, four Independent Directors including one Woman Independent Director and one Non-Executive Non-Independent Woman Director. The composition of the Board of Directors meets the requirement of provisions of Regulation 17 of the SEBI Listing Regulations and Section 149 of the Act.

b) Change in office of Directors, Key Managerial Personnel and Senior Management Personnel of the Company during the year under review and details of Directors seeking Appointment/Reappointment at the 30^th Annual General Meeting The members of the Company in their 29^th AGM held on August 7, 2025 approved:

i) Re-appointment of Mr. Ramachandran V (DIN: 06576300), Director & COO, who retired by rotation as per the provisions of the Act.

ii) Re-appointment of Mr. Mithun K. Chittilappilly (DIN: 00027610) as Managing Director of the Company for a further period of 5 (five) years with effect from April 1, 2026.

iii) Re-appointment of Mr. George Muthoot Jacob (DIN: 00018955) as Non - Executive Independent Director for a second and final term of 5 (five) consecutive years with effect from October 5, 2025.

Based on the recommendation of Nomination and Remuneration Committee and Audit Committee, wherever applicable, the Board of Directors in their meeting held on January 28, 2026, have:

i) Approved the appointment of Dr. Reena Philip (DIN: 11462302) as an Additional Director (Non-Executive, Non-Independent) of the Company effective from January 28, 2026, and recommended her appointment as Non-Executive Non-Independent Director for a period of 4 (four) years.

ii) Recommended re-appointment of Prof. Biju Varkkey (DIN: 01298281), as Non-Executive Independent Director of the Company for a second and final term of 5 (five) consecutive years, effective from May 26, 2026.

The appointment / re-appointment of Dr. Reena Philip and Prof. Biju Varkkey were approved by the shareholders of the Company through postal ballot on March 8, 2026, with requisite majority.

Pursuant to Section 161 of the Act and based on the recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its meeting held on May 12, 2026, has approved the appointment of Ms. Usha Sunny (DIN: 07215012) as an Additional Director in the capacity of Non-Executive Independent Director. Ms. Usha Sunny (DIN: 07215012) will hold office as an Additional Director upto the date of ensuing AGM.

Pursuant to provisions of the Act and SEBI Listing Regulations and based on recommendations of Nomination and Remuneration Committee, the Board of Directors has recommended following for the approval of the shareholders of the Company in the ensuing AGM:

i) re-appointment of Mr. Antony Sebastian K (DIN: 01628332), Whole-time Director, who is liable to retire by rotation and being eligible offers himself for re-appointment.

ii) appointment of Ms. Usha Sunny (DIN: 07215012) as Non-Executive Independent Director of the Company for a period of 5 (five) consecutive years w.e.f. May 12, 2026 to May 11, 2031.

Your Company has received necessary declarations/ consent and requisite notices in writing, proposing the candidature of Mr. Antony Sebastian K and Ms. Usha Sunny for appointment/re-appointment under Section 160 and other relevant provisions of the Act.

A brief resume of the Directors proposed to be appointed/re-appointed, their expertise in specific functional areas, name of companies in which they hold directorships, Committee membership/s/ Chairmanship/s, shareholding, wherever applicable, etc. as stipulated under Secretarial Standard-2 issued by Institute of Company Secretaries of India and Regulation 36(3) of the SEBI Listing Regulations, is appended as an Annexure to the Notice of the ensuing AGM.

The present term of the office of Ms. Radha Unni, Chairperson and Independent Director (DIN: 03242769) of the Company, who was re-appointed for second and final term of 5 (five) consecutive years with effect from September 27, 2021, will expire on September 26, 2026. The Board of Directors places on record its deep appreciation and sincere gratitude to Ms. Radha Unni, Chairperson of the Company, for her exemplary leadership, strategic guidance and continued valuable contributions to the Company.

During the year under review, no Director has resigned from the Company. The particulars of Senior Management along with changes made during the Financial Year as per the SEBI Listing Regulations, are given in the Report on Corporate Governance which forms part of this Report.

As on March 31, 2026, Mr. Mithun K Chittilappilly (DIN: 00027610), Managing Director, Mr. Ramachandran

V (DIN: 06576300), Whole-time Director & COO, Mr. Antony Sebastian K (DIN: 01628332), Whole-time Director, Mr. Sudarshan Kasturi, Chief Financial Officer and Mr. Vikas Kumar Tak, Company Secretary

& Compliance Officer are the Key Managerial Personnel (KMP) of your Company. During the year under review, there were no changes to the KMP of the Company.

c) Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The Nomination and Remuneration Committee has formulated Nomination, Remuneration and Evaluation Policy, which details the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and the SEBI Listing Regulations. The Nomination, Remuneration and Evaluation Policy is available on the website of the Company at https://www.vguard.in/uploads/investor_relations/ Nomination-Remuneration-Evaluation-Policy.pdf.

d) Declaration by Independent Directors

Your Company has received necessary declarations from all the Independent Directors of the Company confirming that they meet the criteria of Independence as prescribed under Section 149(6) of the Act and Regulation 25(8) read with Regulation 16 of SEBI Listing Regulations. The Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties. Your Company has also received declaration from the Independent Directors confirming compliance of Rule 6(1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs ("IICA"), for inclusion/renewal of name in the databank of Independent Directors. Accordingly, all the Independent Directors of the Company had registered their names with data bank of IICA. The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. The Board of Directors of the Company have taken on record the declarations and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same and confirmed that the Independent Directors fulfil the conditions of independence specified in SEBI Listing Regulations and the Act, as amended and are independent of the management.

In the opinion of the Board, all the Independent Directors are persons possessing attributes of integrity, expertise and experience (including proficiency) as required under the applicable laws, rules and regulations.

e) Certificate from Practising Company Secretary

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI Listing Regulations, M/s. Dedhia Shah & Partners LLP, Company Secretaries, Mumbai, has certified that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Director of the Company by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such other statutory authority and the certificate forms part of the Report of Corporate Governance forming part of this Report.

f) Number of Meetings of the Board of Directors

The Board meets at regular intervals to consider and approve financial results, business policies and strategic proposals apart from other items of business. The Board and Committee meetings are pre-scheduled, and a tentative annual calendar of meetings is circulated to the Directors in advance to ensure participation of all Directors.

During the year under review, six Board meetings were held on May 14, 2025, July 29, 2025, October 29, 2025, January 28, 2026, March 10, 2026, and March 25, 2026. Necessary quorum was present for all the meetings and the intervening gap between the meetings was within the period prescribed under the Act and the SEBI Listing Regulations. The details of the Board meetings are given in the Report on Corporate Governance which forms part of this Report. The Company provides all the Board Members the facility to participate in the meetings of Board and its Committees through Video Conferencing/Other Audio-Visual Means.

Pursuant to the requirements of Schedule IV to the Act and the SEBI Listing Regulations, separate meetings of the Independent Directors of the Company were held on May 14, 2025, September 10, 2025 and March 25, 2026, and the Independent Directors reviewed the matters enumerated under Schedule IV(VII)(3) to the Act and Regulation 25(4) of the SEBI Listing Regulations. All the Independent Directors attended the said meetings.

g) Statutory Committees of the Board

Pursuant to the requirements under the Act and the SEBI Listing Regulations, the Board of Directors have constituted various committees such as Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility ("CSR") Committee and Risk & ESG Committee.

The composition and terms of reference of the Committees including changes, if any, and number of meetings held during the Financial Year under review are given in the Report on Corporate Governance forming part of this Report. All the recommendations made by the Committees of the Board including the Audit Committee were accepted by the Board.

h) Performance Evaluation

Pursuant to the provisions of the Act and the SEBI Listing Regulations, annual evaluation of the performance of the Board, the Directors and the Committees of the Board was conducted through an external agency.

The Nomination and Remuneration Committee of the Company has engaged an external agency to carry out the performance evaluation of each individual Director, Committee and Board as a whole. Performance evaluation was carried out through a digital platform, based on a structured questionnaire, formulated taking into consideration the criteria approved by the Nomination and Remuneration Committee.

Evaluation criteria of the Board were based on the role played by the Board in the governance, overall functioning, evaluating strategic proposals, financial reporting process, internal controls and its effectiveness, technology, digital & AI oversight, and review of risk management process and risk appetite including geopolitical, supply chain, climate and regulatory risk. The evaluation of individual Directors was carried out based on various parameters such as participation in the Board and its Committee meetings, contribution towards strategic proposals, suggesting risk mitigation measures, putting in place internal controls, governance, leadership, and talent development, and managing external stakeholders. Performance evaluation of various committees of the Board was carried out based on the criteria such as constitution, effective functioning of the committees as per the terms of reference, periodical suggestions and recommendations given by the committees to the Board, etc.

In the meeting of Independent Directors held during the year, the members considered evaluation of the performance of the Chairperson based on criteria such as giving guidance to the Board and ensuring the independence of the Board, etc. The performance of the Non-Independent Directors was also evaluated based on their contribution made to the growth of the Company, strategic initiatives and Board deliberations.

i) Familiarization Programme

In terms of Regulation 25(7) of the SEBI Listing Regulations, the Company familiarizes its Directors about their roles and responsibilities at the time of their appointment through a formal letter of appointment. The letter of appointment /re-appointment is available on the website of the Company at https:// www.vguard.in/investor-relations/appointment-letter.

During the year under review, presentation on regulatory updates on SEBI Regulations, ESG, statutory policy updates, updates on projects and investments made by the Company, CSR Projects undertaken/to be undertaken by the Company pursuant to the Act were made for the Directors.

The details of the programs/sessions conducted for familiarization of Independent Directors can be accessed on the website of the Company at https://www.vguard.in/uploads/investor_relations/ Familiarisation-Program-2025-26.pdf.

j) Directors' Responsibility Statement

Pursuant to Section 134(3)(c) and 134(5) of the Act, the Directors to the best of their knowledge and belief, confirm:

i) That in the preparation of the annual accounts, the applicable accounting standards have been followed, and no material departures have been made from the same;

ii) That they had selected such accounting policies and applied them consistently, and made judgements and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year 2025-26 and of the profit and loss of the Company for that period;

iii) That they had 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;

iv) That they had prepared the annual accounts on a going concern basis;

v) That they had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi) That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.

a) Statutory Auditors

The members in the 26^th Annual General Meeting of the Company had approved the appointment of M/s. Price Waterhouse Chartered Accountants LLP (Registration No.012754N/N500016) as the Statutory Auditors of the Company for a term of 5 (five) years to hold office from the conclusion of the 26^th AGM until the conclusion of the 31^st AGM of the Company to be held in the calendar year 2027.

The Board has duly examined the Statutory Auditors' Report on the financial statements of the Company for the Financial Year 2025-26, which is self-explanatory. The Auditor's Report for the Financial Year ended March 31, 2026, does not contain any qualification, reservation or adverse remarks.

b) Cost Auditors

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014, on recommendation of the Audit Committee, the Board of Directors has re-appointed M/s. BBS

& Associates, Cost Accountants, Kochi as Cost Auditor for the Financial Year 2026-27 to conduct audit of cost records maintained by the Company. The appointment and remuneration payable to the Cost Auditor was approved by the Board, based on the recommendation of the Audit Committee. The requisite resolution for ratification of remuneration payable to the Cost Auditor, by the members of the Company is set out in the Notice of the ensuing AGM. The Cost Auditor has certified that their appointment is within the limits of Section 141(3)(g) of the Act and that they are not disqualified from appointment within the meaning of the Act.

The Cost Audit Report for the Financial Year 2024-25, issued by M/s. BBS & Associates, Cost Accountants, Kochi was duly filed with the Ministry of Corporate Affairs within the prescribed timeline. The Cost Audit Report does not contain any qualifications, reservations, or adverse remarks.

M/s. BBS & Associates, Cost Accountants, Kochi are in the process of carrying out the cost audit for applicable products for the Financial Year 2025-26. The Report to be issued by them will be considered by the Board of Directors and the same will be filed with the Ministry of Corporate Affairs within stipulated time as prescribed in the Act and rules made thereunder.

The Company made and maintained the Cost Records under Section 148 of the Act for the Financial Year 2025-26.

c) Secretarial Auditors

Pursuant to the provisions of Section 204(1) of the Act read with Rule 9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 24A of the SEBI Listing Regulations and amendment therein, the members of the Company in their 29^th AGM appointed M/s. Dedhia Shah & Partners LLP, Company Secretaries (Unique Code Number: L2025MH019000) as Secretarial Auditors of the Company for a term of 5 (five) consecutive years commencing from April 1, 2025, i.e., from the Financial Year 2025-26 to Financial Year 2029-30.

The Secretarial Auditors of the Company and VCPL (Material Subsidiary) have submitted their reports for the Financial Year 2025-26, confirming compliance of all the provisions of applicable corporate laws. The aforementioned reports are annexed as Annexure-I(a) and Annexure-I(b) respectively, which forms part of this Report. The Board has duly examined the Secretarial Auditors' Report for the Financial Year 2025-26, which is self-explanatory. The Secretarial Auditor's Report of the Company and VCPL for the Financial Year ended March 31, 2026, does not contain any qualification, reservation or adverse remarks.

d) Internal Auditors

Pursuant to the provisions of Section 138 of the Act, the Board of Directors, on recommendation of the Audit Committee, re-appointed M/s Mahajan & Aibara Chartered Accountants LLP, Mumbai, as the Internal Auditors of the Company for the Financial Year 2025-26 in its meeting held on May 14, 2025.

14. REPORTING OF FRAUDS

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors or the Cost Auditors have reported any instances of fraud committed against the Company by its officers or employees to the Audit Committee under Section 143(12) of the Act.

15. POLICY MATTERS a) Nomination, Remuneration and Evaluation Policy

In terms of provisions of Section 178(3) of the Act, the Nomination and Remuneration Committee of the Company has formulated and recommended to the Board a policy, containing the criteria for determining qualifications, competencies, positive attributes and independence for appointment of a Director (Executive/Non-Executive) and it highlights the guiding principles for determining the remuneration for the Directors, Key Managerial Personnel and other employees, ensuring that it covers the matters mentioned in Section 178(4) of the Act. During the year under review, the Nomination, Remuneration and Evaluation Policy was amended for updating the required changes. The Nomination, Remuneration and Evaluation Policy is available on the website of the Company at https://www.vguard.in/uploads/ investor_relations/Nomination-Remuneration-Evaluation-Policy.pdf.

b) Vigil Mechanism/Whistle Blower Policy

Your Company, as required under Section 177 (9) of the Act and Regulation 22 of the SEBI Listing Regulations, has established a Whistle Blower Policy, which enables the Directors, Employees, etc. to report instances of unethical behaviour, fraud or violation of Company's Code of Conduct. The policy provides for direct access to the Chairperson of the Audit Committee and for safeguarding the whistle blowers who raises grievances, against victimization. During the period under review, one complaint was received and it was resolved as on March 31, 2026.

The policy formulated in line with the provisions of the Act and the SEBI Listing Regulations is available on the website of the Company at https://www.vguard.in/uploads/investor_relations/ WHISTLEBLOWER-POLICY.pdf.

c) Corporate Social Responsibility Policy

In terms of the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company has constituted a CSR Committee and framed a CSR policy which details the CSR programmes/activities that can be carried out under various programmes heads and the same is available on the website of the Company at https://www.vguard. in/uploads/investor_relations/CSR-Policy.pdf.

During the year under review, the Company's CSR Programmes were focused on major programme areas, viz. Edu-care and Skill Development, Health & Hygiene, Women Empowerment and Build India & Relief programmes. During the Financial Year under review, the Company carried out several initiatives under the CSR programme heads, through V-Guard Foundation, a Section 8 Company formed to carry out CSR activities of the Company and its Subsidiaries. A report on CSR activities is annexed as Annexure-II forming part of this Report.

d) Risk Management Policy

The Company has formulated Enterprise Risk Management Policy (ERM Policy) in accordance with the guidelines provided under the Charter of the Risk & ESG Committee of the Board of Directors, and pursuant to Regulation 21 of the SEBI Listing Regulations. The Risk Management Charter and ERM Policy institutionalize a formal risk management function and framework consisting of risk management process, risk governance and communication structure.

The Enterprise Risk Management Policy provides a structured, consistent, and continuous process across the whole organization for identifying and assessing risks, deciding on mitigations and reporting on the opportunitiesandthreatsthatmayaffecttheachievement of its strategic objectives. During the Financial Year, the said policy was reviewed by the Risk & ESG Committee and Board of Directors of the Company.

e) Dividend Policy

Pursuant to the provisions of Regulation 43A of the SEBI Listing Regulations, the Board of Directors of the Company has adopted a Dividend Policy which details the dividend philosophy of the Company. As per the Policy, the Board of Directors shall consider internal and external factors while recommending/declaring interim or final dividend. The said policy is annexed as Annexure-III to this Report and placed on the website of the Company at https://www.vguard.in/ uploads/investor_relations/Dividend-policy.pdf.

16. OTHER MATTERS a) Material changes and commitments if any, affecting the financial position of the company which have occurred between the end of the Financial Year to which the financial statements relate and the date of the report

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which the financial statements relate and the date of the report.

b) Change in the nature of business, if any

There was no change in the nature of business of the Company during the Financial Year 2025-26. During the year under review, the Board of Directors of your Company have accorded its approval to enter into new category-Lighting Business to expand and diversify the business operation of the Company.

c) Internal Financial Controls (IFC)

The Company has Internal Control Systems commensurate with the nature of its business, size and complexities. The Audit Committee reviews the adequacy and effectiveness of the internal control system and monitors the implementation of audit recommendations. During the year under review, a reputed consultant conducted detailed review of control processes in key control areas. No significant deficiencies were reported during the test of IFC.

Further, the Statutory Auditors of the Company also reviewed Internal Controls over Financial Reporting of the Company as on March 31, 2026, and issued their report which forms part of the Independent Auditor's report.

d) Particulars of Loans, Guarantees and Investments

Particulars of Loans, Guarantees and Investments pursuant to Section 186 of the Act is given hereunder:

During the Financial Year 2024-25, the Board of Directors approved the grant of secured loan of _ 6.60 Crores to M/s. Gegadyne Energy Labs Pvt. Ltd. (GEL), an associate company and during the year under review, Board of Directors had approved grant of unsecured interim loan up to _ 4.00 Crores to GEL, in one or more tranches. As on March 31, 2026, GEL has repaid entire loan amount including the secured loan granted in Financial Year 2024-25 along with interest.

During the Financial Year under review, the Board of Directors had approved further investment of _ 25.00 Crores in the securities of GEL, Associate Company. Pursuant to the said investment, the Company's shareholding in GEL increased to 30.35% on a fully diluted basis.

Further, details of loans and investments as on March 31, 2026, are set out in the Note 6 & 7 to the standalone financial statements of the Company.

e) Financial Position and Performance of Subsidiaries, Joint Ventures and Associates

The consolidated financial statements of the Companies are prepared in accordance with Indian Accounting Standards (Ind AS) notified under Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and presentation requirements of Division II of Schedule III to the Act, (Ind AS compliant Schedule III), as applicable to the consolidated financial statements and the same forms part of this Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of Subsidiaries and an Associate Company, for the Financial Year 2025-26 is given in Form AOC-1 which forms part of the Report.

In accordance with Section 136(1) of the Act, the Report of your Company containing inter alia, financial statements including consolidated financial statements, has been placed on the Company's website at https://www.vguard. in/investor-relations/annual-reports. Further, the financial statements of the Subsidiaries are also placed on the Company's website at https://www.vguard.in/investor-relations/subsidiaries.

Any member desirous of inspecting or obtaining copies of the audited financial statements, including the consolidated financial statements of the Company, audited financial statements of the Subsidiary companies may write to the Company Secretary at investors@vguard.in.

f) Any Revision made in Financial Statements or Board's Report

The Company has not revised the financial statements or Board's Report in any of the three preceding Financial Years.

g) Employee Stock Option Scheme 2013 (ESOS 2013)

During the year under review, the Nomination and Remuneration Committee granted the following options to eligible employees under ESOS 2013:

a) 1,21,071 options on July 28, 2025,

b) 78,079 options on October 28, 2025, and

c) 2,13,527 options on January 27, 2026

The above options will vest over a period of 4 years from the date of grant on time and performance basis.

During the year under review, the Board of Directors issued and allotted the following shares of face value of _ 1/- to eligible employees who exercised options granted to them as per ESOS 2013.

a) 2,89,783 equity shares at face value.

b) 5,67,000 equity shares at a premium of _ 67.75/-

c) 1,68,000 equity shares at a premium _ 120.80/-

During the year, options cancelled due to separation of employees and non-achievement of performance criteria, if any, were added back to the ESOP pool as per ESOS 2013 and shall be available for making any future grants.

The disclosure pursuant to the provisions of Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and Section 62(1)(b) of the Act, read with Rule 12(9) of the Companies (Share Capital and Debentures) Rules, 2014 is annexed as Annexure-IV_which forms part of this Report.

h) Code of Conduct

In compliance with Regulation 26(3) of the SEBI Listing Regulations and the Act, the Company has framed and adopted Code of Conduct for Directors and Senior Management (the Code), which provides guidance on ethical conduct of business and compliance with laws and regulations.

All members of the Board and Senior Management personnel have affirmed their compliance with the Code as on March 31, 2026. A declaration to this effect, signed by the Managing Director in terms of the SEBI Listing Regulations is given in the Report on Corporate Governance forming part of the Report. The Code is made available on the Company's website at https://www. vguard.in/uploads/investor_relations/Code-Conduct-for-Board-Senior-Management.pdf.

i) Extract of Annual Return

Pursuant to Section 134 and Section 92(3) of the Act read with Rule 12 (1) of the Companies (Management and Administration) Rules, 2014, the details forming part of the

Annual Return of the Company containing the particulars prescribed in Form MGT-7 as on March 31, 2025 is made available on the Company's website at https://www.vguard. in/uploads/investor_relations/Annual-Return-2025.pdf.

The draft of Form MGT-7, as on March 31, 2026, is made available on the Company's website at https://www.vguard. in/uploads/investor_relations/Annual-Return-2025-26.pdf.

j) Management Discussion and Analysis Report

Pursuant to Regulation 34(2)(e) of the SEBI Listing Regulations, a detailed Management Discussion and Analysis Report for the Financial Year under review is presented in a separate section, forming part of this Report.

The state of the affairs of the business along with the financial and operational developments has been discussed in detail in the Management Discussion and Analysis Report.

k) Related Party Transactions

All related party transactions which were entered during the Financial Year were at arm's length basis. During the year under review, there were no materially significant related party transactions entered by the Company with the Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interests of the Company.

A statement with respect to all related party transactions including related party transactions entered by Wholly-owned subsidiaries, were presented before the Audit Committee on a quarterly basis, specifying the nature, value and terms and conditions of transactions. The details of related party transactions are provided in Form AOC-2, annexed as Annexure-V, as prescribed under

Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014. Disclosures as per Ind-AS 24 have been made in note 43 of the financial statements for the year ended March 31, 2026.

In accordance with the requirements of the SEBI Listing Regulations, the Company has also adopted a Policy on materiality and dealing with related party transactions. A Policy on materiality and dealing with related party transactions has been placed on the website of the Company at https://www.vguard.in/uploads/investor_relations/ POLICY-MATERIALITY-DEALING-RELATED-PARTY-TRANSACTIONS.pdf.

l) Corporate Governance

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as required under Regulation 34(3) read with Schedule V of the SEBI Listing Regulations forms part of this Report. Further as required under Regulation 17(8) of the SEBI Listing Regulations, a compliance certificate from the Managing Director and Chief Financial Officer is annexed with this Report.

A certificate from M/s. Dedhia Shah & Partners LLP, Company Secretaries, Mumbai, confirming the compliance of the Company with the conditions of Corporate Governance, as stipulated under the SEBI Listing Regulations, is attached to the Report on Corporate Governance.

m) Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure-VI and forms part of this Report.

n) Particulars of remuneration details of Directors, Key Managerial Personnel and Employees

The remuneration details of Directors and Key Managerial Personnel and ratio of remuneration of each Director to the median of employees' remuneration as per Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-VII. The names and particulars of remuneration of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available on the website of the Company at https://www.vguard.in/ investor-relations/disclosure-others.

Mr.MithunKChittilappilly,ManagingDirector,Mr.Ramachandran V, Whole-time Director & COO, and Mr. Antony Sebastian K, Whole-time Director of the Company have not received any remuneration or commission from any of the subsidiary companies. Further, the Company does not have any holding company, therefore, no circumstance arise in which any remuneration or commission from holding company is paid to the Directors.

o) Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has in place a policy on prevention of sexual harassment at workplace. The Policy aims at prevention of harassment of employees and lays down the guidelines for identification, reporting and prevention of sexual harassment. There is an Internal Complaints Committee (ICC) which is responsible for redressal of complaints related to sexual harassment as per the guidelines provided in the policy. All women employees (permanent, temporary, contractual and trainees) are covered under this policy, which is available on the website of the Company and is exhibited on the notice board of all the business locations/divisions of the Company. The Company on regular basis conducts trainings/awareness sessions for employees of the Company. During the period under review, no complaint was received. Accordingly, there were no complaints pending for more than 90 days as at March 31, 2026.

No. of complaints as on the start of

Financial Year 2025-26 :

No. of complaints filed during the

Financial Year 2025-26 :

Nil

No. of complaints disposed of during

Financial Year 2025-26 :

No. of complaints pending at the end of

Financial Year 2025-26 :

p) Compliance with the provisions of the Maternity Benefit Act, 1961

During the year under review, the Company has complied with the provisions of the Maternity Benefit Act, 1961, and the rules made thereunder. Eligible women employees were extended maternity benefits in accordance with the statutory requirements. The Company confirms that there were no instances of non-compliance in this regard during the year. In addition to compliance with the provisions relating to maternity benefits, the Company also provides paternity leave benefits to eligible employees in line with its paternity leave policy of the Company.

q) Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the year under review, the Company has neither made any application, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

r) The requirement to disclose the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

s) There is no agreement impacting management or control of the Company or imposing any restriction or create any liability upon the Company. Hence, no disclosure is required under clause 5A of paragraph A of Part A of Schedule III of the SEBI Listing Regulations.

17. COMPLIANCEWITHSECRETARIALSTANDARDS

During the year under review, applicable Secretarial Standards issued by the Institute of Company Secretaries of India, i.e. Secretarial Standard-1 and Secretarial Standard-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly complied by the Company.

18. LISTING OF SHARES

The equity shares of the Company are listed on BSE Ltd. and National Stock Exchange of India Ltd. The listing fee for the Financial Year 2026-27 was paid to both the Stock Exchanges.

19. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION

The Board has formulated the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information for fair disclosure of events and occurrences that could impact price discovery in the market for the Company's securities and to maintain the uniformity, transparency, and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations. The same is available on the website of the company at https://www.vguard.in/uploads/investor_ relations/CODE_PRACTICES_PROCEDURES_FAIR_ DISCLOSURE_UPSI.pdf.

20. PREVENTION OF INSIDER TRADING

The Board has formulated a code of conduct for regulating, monitoring and reporting of trading of shares by insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances. During the year under review, the Company has amended the code of conduct for regulating, monitoring and reporting of trading by Directors,

Designated Persons and Immediate Relatives under the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company regularly conducts training and awareness sessions, including training through e-learning module, to reinforce adherence to insider trading regulations and internal policies. The same is available on the website of the Company at https://www.vguard.in/uploads/investor_ relations/Code-Conduct-Insider-Trading.pdf.

21. IMPLEMENTATION OF CORPORATE ACTION

During the year under review, all the corporate actions were duly implemented/completed within the specified time limit.

22. ACKNOWLEDGEMENT

Your Board of Directors place on record their sincere appreciationforthesteadfastcommitmentandperformance showcased by the employees at all levels during the year. The relentless performance of the employees over the years has led to consistent growth of the Company. The Directors also sincerely thank Channel Partners, Shareholders, various Government & other Statutory Authorities, Banks, Financial Institutions and Analysts for their continued assistance, co-operation and support.