Dear Members,

The Board of Directors are pleased to present the Fifty Ninth Annual Report of VIP Industries Limited (" the Company "), together with the Audited Financial Statements for the Financial Year ended March 31, 2026.

This Report covers the financial results and other significant developments of the Company during the year under review and up to the date of the Board Meeting held on May 15, 2026, at which it was approved.

OVERVIEW OF FINANCIAL PERFORMANCE

The Audited Financial Results of your Company as on March 31, 2026, have been prepared in accordance with the applicable Indian Accounting Standards (" Ind-AS "), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (" SEBI Listing Regulations ") and the provisions of Companies Act, 2013 (" the Act ").

Key highlights of Standalone and Consolidated financial performance for the year ended March 31, 2026, are summarized as below:

FINANCIAL HIGHLIGHTS Standalone Results

During the Financial Year ended March 31, 2026, revenue from operations was ' 1,849.09 crores as against ' 2,169.66 crores in the previous year, registering a decline of 14.78%. Loss before exceptional items and tax stood at ' (405.59) crores as against ' (10723) crores in the previous year. Loss after Tax for the year was at ' (342.88) crores as against ' (81.40) crores in the previous year.

Consolidated Results

During the Financial Year ended March 31, 2026, revenue from operations was ' 1,858.13 crores as against ' 2,178.43 crores in the previous year, registering a decline of 14.70%. Loss before exceptional items and tax stood at ' (416.20) crores as against ' (99.05) crores in the previous year. Loss after Tax for the year was at ' (338.01) crores as against ' (68.79) crores in the previous year.

A detailed analysis of the operations of your Company during the year under review is included in the Management

Discussion and Analysis Report, forming part of this Annual Report.

STATE OF COMPANY'S AFFAIRS

Discussion on the state of the Company's affairs has been covered as part of the Management Discussion and Analysis. Management Discussion and Analysis for the year under review, as stipulated under the SEBI Listing Regulations is presented in a separate section forming part of this Annual Report.

EXPORTS AND INTERNATIONAL OPERATIONS

Financial Year 2025-26 was significantly impacted by geopolitical developments, particularly the conflict in the Middle East. This had a pronounced effect on demand, supply chain stability, and overall business sentiment across key markets in the region, which had otherwise been showing strong recovery during the year. With March being one of the Company's peak month, the timing of these disruptions amplified the overall impact.

The escalation of tensions in the Middle East Led to cautious consumer spending, project delays, and temporary disruptions in trade flows, all of which weighed on the Company's sales performance. In addition, higher freight costs, intermittent logistics bottlenecks, and currency volatility further compounded the operating challenges during the year.

Despite these headwinds, the Company continued to strengthen its fundamentals. Compared to the previous year, there has been a sharper strategic focus on diversification both in terms of markets and customer segments. The Company has also made steady progress in expanding its Original Equipment Manufacturer (OEM) partnerships, which are expected to provide a more stable and scalable revenue stream, partially offsetting volatility in traditional markets.

In summary, although Financial Year 2025-26 was challenging, the Company has responded with greater resilience, a more diversified approach, and a stronger strategic foundation, positioning it to capitalize on opportunities as market conditions stabilize.

RESERVES & DIVIDEND Transfer to Reserve

During the year under review, the Company has transferred an amount of ' 1.85 crores to the General Reserves. As of March 31, 2026, the Reserves and Surplus (other equity) of the Company were at ' 180.31 crores including retained earnings of ' (107.25) crores.

Dividend

In view of the loss incurred during the year under review and the need to conserve resources during these challenging times, the Board of Directors (" Board ") has, with regret, decided not to recommend any dividend for the Financial Year 2025-26.

Dividend Distribution Policy

The Board has approved and adopted the Dividend Distribution Policy and the same has been available on the Company's website at

Unclaimed dividends

In terms of the provisions of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (including amendments and modifications, thereof), ' 64,17,127/- (Rupees Sixty Four Lakhs Seventeen Thousand One Hundred and Twenty-Seven only) of unpaid / unclaimed dividends for the financial year 2017-18 (Interim and Final Dividend) and 2018-19 (Interim Dividend), were transferred during the financial year 2025-26 and upto the date of this Report to the Investor Education and Protection Fund.

Details of unclaimed dividends and shares transferred to Investor Education and Protection Fund is given in the Notice of Annual General Meeting.

OPEN OFFER AND SHARE ACQUISITION DISCLOSURE

On July 13, 2025, JM Financial Limited issued a Public Announcement for an Open Offer, for and on behalf of Multiples Private Equity Fund IV and Multiples Private Equity GIFT Fund IV (" Acquirers ") and Samvibhag Securities Private Limited (" PAC 1 "), Mithun Padam Sacheti (" PAC 2 "), Siddhartha Sacheti (" PAC 3 ") and Profitex Shares and Securities Private Limited (" PAC 4 ") (PAC 1, PAC 2, PAC 3 and PAC 4, collectively " PACs ") to the Company's public shareholders.

The Open Offer was triggered pursuant to the execution of (a) Share Purchase Agreement dated July 13, 2025 between the Acquirers, PAC 1, PAC 2 and PAC 3 and DGP Securities Limited, Piramal Vibhuti Investments Limited, Kiddy Plast Limited, Kemp and Company Limited and Alcon Finance & Investments Limited (" SPA "); (b) Shareholders Agreement dated July 13, 2025, between the Acquirers and certain existing promoters/ members of the promoter group of the Company (" SHA "); and (c) Limited purpose Agreement dated July 13, 2025 between the Acquirers, PAC 1, PAC 2 and PAC 3.

Under the said SPA, the Acquirers, PAC 1, PAC 2 and PAC 3 had agreed to acquire up to 4,54,46,305 equity shares at a price of ' 388/- per share, totaling to approximately 1,763 Crores. Transaction milestones under the SPA were executed as follows: (a) Prior to the completion of the Open Offer: Acquisition of 83,90,076 equity shares on September 26, 2025; and (b) Post completion of the Open Offer: Acquisition of an additional 3,70,32,606 equity shares on December 24, 2025. Additionally, a total of 23,623 equity shares were accepted in the Open Offer.

Under the SHA, the parties had inter alia recorded the inter se rights and obligations of the parties as shareholders of the Company.

Under the Limited Purpose Agreement, the parties have inter alia agreed that that the PACs will not be exercising any controlover the Company and would be persons acting in concert with the Acquirers for the limited purpose of the SPA and the Open Offer.

PROMOTERS

Pursuant to the terms of the Share Purchase Agreement and Shareholders Agreement entered by the existing Promoters of the Company with Multiples Private Equity Fund IV and Multiples Private Equity Gift Fund IV (collectively, " Multiples Group ") on September 23, 2025, the Multiples Group have the right to nominate majority of the directors of the Company and has acquired 'Control' of the Company. In addition to existing Promoters, Multiples Group has also been classified as 'Promoters' of the Company. The Promoters and Promoters Group of the Company are

holding 6,01,54,642 fully paid-up equity shares representing 42.35% as on March 31, 2026.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board comprises of distinguished professionals with diverse expertise, extensive industry experience, and high standards of integrity. The Directors bring valuable insights in areas such as strategy, finance, governance, and business Leadership, enabling effective oversight and informed decision-making. The Board remains committed to the long-term success of the Company and dedicates sufficient time and attention to discharge its responsibilities, including active participation in Board and Committee meetings.

As on March 31, 2026, the Board consists of 8 (eight) Directors, comprising of 4 (four) Independent Directors (including 1 (one) Independent Woman Director), 3 (three) Non-Executive Non-Independent Directors of whom 2 (two) are Women Directors and 1 (one) Executive Director, details of which have been provided in the Corporate Governance Report, which forms part of this Report.

In terms of the requirement of the SEBI Listing Regulations, the Board has identified core skills, expertise, and competencies of the Directors in the context of the Company's businesses for effective functioning. The list of key skills, expertise and core competencies of the Board of Directors is detailed in the Corporate Governance Report. The Executive Director of the Company has not received salary or commission from any of the subsidiaries of the Company.

In the opinion of the Board, all the Directors, including the Directors re-appointed during the year under review, possess the requisite qualifications, experience & expertise and hold high standards of integrity.

Re-appointment of Director retiring by rotation

Mr. Sridhar Sankararaman (DIN: 06794418), Non-Executive - Non-Independent Director of your Company, retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment. The Board recommends his re-appointment and the same forms part of the Notice of Annual General Meeting (" AGM "). The disclosures required regarding the re-appointment of Mr. Sridhar Sankararaman under Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General Meetings issued by the Institute of Company Secretaries of India, are given in the Notice of AGM, forming part of the Annual Report.

Appointment / Re-appointment / Cessation / Change in Designation of Directors during Financial Year 2025-26

1. Mr. Amit Jatia (DIN: 00016871), retired as a NonExecutive - Independent Director of your Company with effect from the close of business hours on July

23, 2025 after completion of his second term of five consecutive years.

2. Mr. Dilip Piramal (DIN: 00032012), Chairman and NonExecutive - Non Independent Director liable to retire by rotation and being eligible for re-appointment was re-appointed by the shareholders of the Company at the last AGM held on September 10, 2025.

3. Consequent to the acquisition of the Company by the Multiples Group, Mr. Dilip Piramal (DIN: 00032012), Chairman and Non-Executive - Non Independent Director and Ms. Radhika Piramal (DIN: 02105221), Executive Vice Chairperson of the Company had resigned effective from September 23, 2025.

4. Ms. Neetu Kashiramka (DIN: 01741624), Managing Director, Mr. Ashish Kumar Saha (DIN: 05173103), Executive Director and Mr. Ramesh Damani (DIN: 00304347), Non-Executive - Independent Director had resigned effective from September 23, 2025.

The Board places on record its sincere appreciation for valuable contributions of Mr. Amit Jatia, Mr. Dilip Piramal, Ms. Radhika Piramal, Ms. Neetu Kashiramka, Mr. Ashish Kumar Saha and Mr. Ramesh Damani during their tenure with the Company.

5. The Board at its meeting held on September 23, 2025, on the basis of the recommendation of the Nomination and Remuneration Committee (" NRC ") appointed:

a) Ms. Renuka Ramnath (DIN: 00147182) as a Non-Executive - Non Independent Director and Chairperson of the Company not liable to retire by rotation.

b) Mr. Sridhar Sankararaman (DIN: 06794418) as a Non-Executive - Non Independent Director, liable to retire by rotation.

c) Mrs. Shalini D. Piramal (DIN: 01365328) as NonExecutive - Non Independent Director, liable to retire by rotation.

d) Mr. Rajendra Agarwal (DIN: 00227233) as a NonExecutive - Independent Director, for a term of 5 (five) consecutive years not liable to retire by rotation and

e) Mr. Atul Jain (DIN:07434943) as a Managing Director of the Company for a term of 5 (five) consecutive years liable to retire by rotation with effect from September 23, 2025.

6. The shareholders of the Company through Postal Ballot (the result of Postal Ballot declared on December 18, 2025) approved the appointment of Ms. Renuka Ramnath (DIN: 00147182) as Non-Executive - Non-Independent Director - Chairperson, Mr. Sridhar

Sankararaman (DIN: 06794418) as a Non-Executive - Non Independent Director, Mrs. ShaLini D. PiramaL (DIN: 01365328) as a Non-Executive - Non Independent Director, Mr. Rajendra Agarwal (DIN: 00227233) as a Non-Executive - Independent Director and Mr. Atul Jain (DIN: 07434943) as Managing Director of the Company.

Key Managerial Personnel

Mr. Manish Desai, Chief Financial Officer has relinquished his position as Chief Financial Officer and Key Managerial Personnel of the Company, effective from the close of business hours of March 10, 2026. The Board places on record its appreciation for the services rendered by Mr. Manish Desai during his association with the Company.

The Board at its meeting held on March 10, 2026, on the recommendation of the Audit Committee and NRC has approved the appointment of Mr. RahuL Poddar as the Chief Financial Officer and Key Managerial Personnel of the Company with effect from March 11, 2026.

As on March 31, 2026, the following are the Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

a) Mr. Atul Jain - Managing Director

b) Mr. Rahul Poddar - Chief Financial Officer

c) Mr. Ashitosh Sheth - Company Secretary & Head - Legal*

*Mr. Ashitosh Sheth resigned from the position of the Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company w.e.f. May 4, 2026. The Board places on record its sincere appreciation for valuable contribution of Mr. Ashitosh Sheth during his tenure with the Company.

During the year under review Ms. Neetu Kashiramka has resigned as Chief Executive Officer (CEO designated as KMP) w.e.f. September 23, 2025.

DECLARATION OF INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company that they meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1) (b) of SEBI Listing Regulations and they continue to comply with the Code of Conduct laid down under Schedule IV of the Act. In terms of ReguLation 25(8) of SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation that exists or may be reasonabLy anticipated that couLd impair or impact their ability to discharge their duties with an objective independent judgment and without any externaL influence. The Directors have further confirmed that they are not debarred from holding the office of the director under any SEBI Order or any other such authority.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent

Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all Independent Directors on the Board. In opinion of the Board, the Independent Directors fulfil the conditions specified in the SEBI Listing Regulations and are independent of the management.

All the Independent Directors of the Company have confirmed that they are in compliance with Section 150 of the Act read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs and complied with the requirements of passing proficiency test, as applicable.

COMMITTEES OF THE BOARD

As required under the Act and the SEBI Listing Regulations, the Board has constituted the following statutory committees:

• Audit Committee

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Risk Management and Business Responsibility & Sustainability Committee

• Corporate Social Responsibility Committee

DetaiLs such as terms of reference, composition and meetings held during the year under review for these committees are disclosed in the Corporate Governance Report, which forms a part of the Annual Report.

NUMBER OF MEETINGS OF THE BOARD

The Board meets at regular intervals to review the Company's performance, determine business strategies and poLicies, and deLiberate on key governance matters. The Board exercises effective oversight of the Company's operations through quarterLy reviews and comprehensive presentations by the management. The Board and Committee meetings are planned in advance and a tentative annuaL caLendar is shared with Directors to faciLitate their participation and enabLe informed deLiberations. In exceptionaL circumstances requiring speciaL and urgent business matters, approval of the Board or Committee are obtained by passing resoLutions through circuLation or by convening the Board / Committee meetings at a shorter notice, in accordance with the Act and the SEBI Listing ReguLation.

DetaiLed agenda papers and expLanatory notes are circulated in advance of Board and Committee meetings, providing Directors with adequate information to enable informed discussion and decision-making.

During the year under review, the Board met 10 (ten) times with at least one meeting every calendar quarter. The intervening gap between the meetings did not exceed

120 days as prescribed under the Act and the SEBI Listing Regulations. The details of the Board meetings and attendance of the Directors are provided in the Corporate Governance Report, which forms part of this report.

BOARD EVALUATION

The Company is Led by a diverse, experienced and competent Board. The Nomination and Remuneration Committee (NRC) led an internal evaluation process to assess the performance of the Board, its Committees and Individual Directors. It includes circulation of questionnaire to all Directors for evaLuation of the Board and its Committees, Board composition and its structure, Board effectiveness, Board functioning, information availability, adequate discussions, etc.

Pursuant to provisions of Section 134, 178 of the Act, and Regulation 17(10) SEBI Listing Regulations, the Board has carried out an annual evaluation of the performance of the Board, its Committees, and IndividuaL Directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent directors being evaluated.

The performance of Individual Directors were reviewed by the Board and the NRC, with criteria such as preparedness, constructive contributions and input in meetings, performance, knowledge, analysis, quality of decisionmaking, etc. The Directors expressed their satisfaction with the evaluation process.

The Company has devised a Policy for performance evaluation of the Independent Directors, Non-executive Directors, Executive Directors, the Board of Directors, and respective Committees entirely. The said policy is available on the website of the Company at

INDEPENDENT DIRECTORS' MEETING

The Independent Directors met on March 31, 2026, without the attendance of Non-Independent Directors and members of the management. Pursuant to Regulation 25(4) of SEBI Listing Regulations, the Independent Directors reviewed the performance of Non-Independent Directors, the Committees and the Board as a whole along with the performance of the Chairperson of your Company, taking into account the view of Executive Director and assessed the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

BOARD DIVERSITY

The Board comprises adequate number of members with diverse experience and skills, such that it best serves the governance and strategic needs of the Company. The Company beLieves that a truLy diverse board wiLL Leverage differences in thought, perspective, knowledge, skill, regional & industry experience, cultural & geographical

background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage.

The Board take an active part in the deliberations at the Board and Committee meetings by providing vaLuabLe guidance and expert advice to the management on various aspects of business, policy direction, strategy, governance, compliance, etc. and play a critical role on strategic issues and add value in the decision-making process of the Board.

The Non-Executive Chairperson Ms. Renuka Ramnath (DIN: 00147182) serves as mentor and sounding Board for the Managing Director and Senior Management especially in the areas of strategic planning, risk mitigation and external interface. She continues to play an important role in epitomizing and brand building. She is available to provide feedback and counsel to the Managing Director and Senior Management on key issues faced by them.

The Board has adopted the Board Diversity Policy, as a part of NRC PoLicy which sets out the approach to the diversity of the Board of Directors. The said Policy is hosted on the website of the Company at

FAMILIARISATION PROGRAMME

In compliance with the requirements of Regulation 25(7) of the SEBI Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with the Company, their roles, rights and responsibilities with the Company, nature of the industry in which the Company operates, business model etc. so as to enable them to take well-informed decisions in a timely manner. The details of programs for familiarisation of Independent Directors are available on the website of the Company and can be accessed at

NOMINATION AND REMUNERATION POLICY

The Company has in place a Nomination and Remuneration Policy in accordance with the provision of Section 178 of the Act and the SEBI Listing Regulations. The policy lays down the criteria for the identification, selection, appointment and remuneration of Directors, Key Managerial Personnel (KMP), and Senior Management Personnel. It also prescribes the criteria for determining qualifications, competencies, positive attributes, and independence of a Director and the criteria for determining their remuneration and other employees.

The Nomination and Remuneration Committee ("NRC") assists the Board in identifying and recommending individuals for the appointment/re-appointment of Directors, KMPs and the Senior Management roles. As a part of its responsibilities, the NRC periodically reviews the composition of the Board and undertakes an assessment of the skills, experience, diversity, and competencies required to ensure an appropriate balance and effective functioning of the Board. The NRC reviews candidates through background

checks and interviews before making recommendations to the board. Newly appointed Directors are appropriately briefed on the Company's business, governance framework, and the expectations associated with their role.

Nomination and Remuneration Policy of the Company has been displayed on the Company's website at the link -

RISK MANAGEMENT

The Company has a structured risk management framework, designed to identify, assess and mitigate risks appropriately. The Board has formed a Risk Management & Business Responsibility and Sustainability Committee to frame, implement and monitor the risk management plan for the Company.

The Company identifies all strategic, operational, and financial risks that the Company faces, by assessing and analysing the latest trends in risk information available internally and externally and using the same to plan for risk management activities.

Risk Management & Business Responsibility and Sustainability Committee reviews the risk identification, risk assessment and minimization procedures on a regular basis and updates the Audit Committee and the Board periodically. During the year under review, all the recommendations made by the Risk Management & Business Responsibility and Sustainability Committee were accepted by the Board.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (" CSR ") activities, projects and programs undertaken by the Company are in accordance with Section 135 of the Act and the Rules made thereunder. Such CSR activities exclude activities undertaken in pursuance of its normal course of business.

The Annual Report on CSR activities that includes details about the CSR Policy developed and implemented by the Company and CSR initiatives taken during the Financial Year 2025-26 is in accordance with Section 135 of the Act, and Companies (Corporate Social Responsibility Policy) Rules, 2014 as amended from time to time and is annexed herewith as Annexure A to this Report. The CSR policy is placed on the Company's website at

AUDITORS

STATUTORY AUDITORS

At the 54 th Annual General Meeting (" AGM ") of the Company held on August 13, 2021, and under the provisions of the Act and the Rules made thereunder, M/s Price Waterhouse Chartered Accountants LLP, Chartered Accountants having Firm Registration No. 012754N/N500016, was appointed as the Statutory Auditor of the Company for a second term of 5 (Five) years from the conclusion of the 54 th AGM till the conclusion of 59 th AGM to be held in the year 2026.

Accordingly, M/s Price Waterhouse Chartered Accountants LLP will be completing their second term of five years at the conclusion of the forthcoming AGM.

Your Company is proposing to appoint M/s. Deloitte Haskins & Sells Chartered Accountants LLP, Firm Registration No: 117364W/W100739, subject to the approval of the members of the Company at the forthcoming AGM, as the Statutory Auditors of the Company for a term of five years from the conclusion of the 59 th AGM till 64 th AGM to be held in the year 2031.

Your Company has received written consent and certificate of eligibility in accordance with Sections 139, 141 and other applicable provisions of the Act and Rules made thereunder, from M/s. Deloitte Haskins & Sells Chartered Accountants LLP. They have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India as required under the SEBI Listing Regulations.

The Audit Committee and the Board is of the opinion that the appointment of M/s. Deloitte Haskins & Sells Chartered Accountants LLP as Statutory Auditors will be in the best interest of the Company and therefore, the members are requested to consider their appointment as Statutory Auditors of the Company, for a term of five years from the conclusion of the forthcoming AGM, and shall hold the office up to the AGM to be held in the year 2031, at such remuneration as mutually agreed and as may be approved by the members, who may be suitably authorised for this purpose.

The resolution seeking appointment of M/s. Deloitte Haskins & Sells Chartered Accountants LLP as the Statutory Auditors of the Company, as stated above, has been included in the Notice of the Fifty Ninth AGM for the approval of the members.

The Notes on financial statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, or adverse remark.

SECRETARIAL AUDITORS

Pursuant to the amended provisions of Regulation 24A of SEBI Listing Regulations and Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s Ragini Chokshi & Co., Company Secretaries in Practice, Mumbai, a Peer Reviewed Company Secretary (Firm registration no. 92897 & Peer Review no. 4166/2023), as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years from the financial year 202526 up to financial year 2029-30. The said appointment was approved by the members at the Fifty Eighth AGM of the Company.

The Secretarial Audit Report for the Financial Year 202526, forms part of this Annual Report and is annexed as Annexure B to the Board's report. The Secretarial Audit does not contain any qualifications, reservations, or adverse remarks.

INTERNAL FINANCIAL CONTROLSYSTEMS AND THEIR ADEQUACY

The Company's internal controlsystems are commensurate with the nature of its business, the size & complexity of its operations. The Company has comprehensive internal controlmechanism and also has in place adequate policies and procedures for the governance of orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding its assets, prevention & detection of frauds and errors, accuracy & completeness of the accounting records, and timely preparation of reliable financial disclosures. The internal financial controls concerning the Financial Statements are adequate & effective operating.

The effectiveness of internal financial controls is monitored through management reviews, controlself-assessment and independent testing by the Internal Audit Team. The Audit Committee periodically reviews the adequacy and effectiveness of the internal financial controlto ensure the Company's accounts are properly maintained and that the transactions were recorded in the books of accounts in accordance with the applicable accounting standards, laws and statutes.

Based on the reviews conducted during the year, the Statutory and Internal auditors have confirmed that no material weakness in the Company's internal financial controls was identified during the financial year ended March 31, 2026.

DIRECTORS' RESPONSIBILITY STATEMENT

Under the requirements of Section 134(3)(c) of the Act, concerning the Directors' Responsibility Statement, based on their knowledge and belief and the information and explanations obtained, your Directors confirm that:

(a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) such accounting policies selected and applied consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company for the Financial Year ended March 31, 2026, and the loss of your Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) annual accounts for the Financial Year ended March 31, 2026, have been prepared on a going concern basis;

(e) internal financial controls have been laid down and followed by the Company and that such internal financial controls are adequate and are 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.

SHARE CAPITAL

During the year under review, there was no change in the authorised share capital of the Company. The Authorized Share Capital of the Company is ' 49,40,00,000/- divided into 24,65,00,000 equity shares of ' 2/- each and 1,000 Preference Shares of '1,000/- each.

The paid-up Equity Share Capital of the Company as on March 31, 2026, stood at ' 28,41,03,692/- consisting of 14,20,51,846 equity shares of ' 2/- each fully paid up.

During the year under review, the Company has not issued shares with differential voting rights.

During the year under review, the Company had allotted 32,142 Equity Shares of ' 2/- each upon exercise of stock options by the eligible employees under Employee Stock Appreciation Right Plan 2018.

EMPLOYEE STOCK APPRECIATION RIGHT (ESAR)

Under the approval of the Members at the Annual General Meeting held on July 17, 2018, the Company adopted the V.I.P Employee Stock Appreciation Rights Plan 2018 ("ESRAP 2018"/ "Plan"). By ESARP 2018, the employee of the Company and its subsidiaries are entitled to receive Employee Stock Appreciation Right (ESAR), which entitle them to receive appreciation in the value of the shares of the Company at a future date and in a pre-determined manner, where such appreciation is settled by way of allotment of shares of the Company. The Company confirms that the ESARP 2018 complies with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity ) Regulations, 2021.

Pursuant to the approval of the Members at the Annual General Meeting held on August 2, 2023, the Company has increased the number of equity shares to be granted on exercise of ESARs from 7,06,587 (Seven Lakhs Six Thousand Five Hundred Eighty-Seven) equity shares to 17,06,587 (Seventeen Lakhs Six Thousand Five Hundred Eighty-Seven) equity shares of the face value of ' 2/- each fully paid up.

Details of the ESAR granted under ESARP 2018 along with the disclosures in compliance with the provisions of Rule 12(9) of Companies (Share Capital and Debenture) Rules, 2014 and SEBI (Share Based Employee Benefits) Regulations, 2014, as amended thereto, are uploaded on the website of the Company at

and are furnished in Annexure C , attached herewith and forms part of this report.

ANNUAL RETURN

In terms of Section 134(3)(a), and Section 92(3) of the Act, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of Annual Return of the Company for the Financial Year ended March 31, 2026 is available on the website of the Company at

COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards,

i.e. SS-1 and SS-2 relating to 'Meetings of the Board of Directors' and 'General Meetings' respectively have been duly followed by the Company.

PARTICULARS OF LOANS, GUARANTEES, OR INVESTMENTS MADE UNDER SECTION 186 OF THE ACT

Details of guarantees given by the Company under Section 186 of the Act, are set out in Note 50 to the Standalone Financial Statement of the Company. Details of investments made under the provisions of Section 186 of the Act as of March 31, 2026, are set out in Note 7 and 8A to the Standalone Financial Statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has in place a robust process for approval of related party transactions and dealing with related parties. All related party transactions are placed before the Audit Committee for its review and approval. Omnibus approval is obtained from the Audit Committee for the related party transactions which are repetitive in nature. The Audit Committee also, grant prior approval for the unforeseen related party transactions of value not exceeding rupees one crore per transaction in accordance with the Company's Policy on Related Party Transaction. All approved related party transactions are periodically reviewed by the Audit Committee.

During the Financial year 2025-26, all the transactions were at arm's length basis and in the ordinary course of business except those mentioned in Form No. AOC-2 and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company's Policy on Related Party Transactions.

During the year under review, none of the contracts, arrangements and transactions with related parties, required approval of the Board except those mentioned in Form No. AOC-2 and Shareholders under Section 188(1) of the Act and Regulation 23(4) of the SEBI Listing Regulations. The information on transactions with related parties pursuant to Section 134(3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 for the Financial Year 2025-26 in Form No. AOC-2 is furnished as Annexure D . The details of the transactions with related parties during

Finanacial Year 2025-26 are provided in the accompanying financial statements.

The Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders.

The Company has established a Policy for determining related party transactions. Related Party Transaction Policy of the Company has been displayed on the Company's website at the link

REPORT ON CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT (BRSR)

The report on Corporate Governance as stipulated under the SEBI Listing Regulations, forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

BRSR as stipulated in the Regulation 34(2)(f) of SEBI Listing Regulations forms an integral part of this Annual Report.

COST RECORDS

The Company is not required to maintain cost records under Section 148(1) of the Act.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no adverse material changes or commitments that occurred since the closure of the financial year ended March 31, 2026 up to the date of this Report, which may affect the financial position of the Company or may require disclosure.

VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Act and the SEBI Listing Regulations is implemented through the Company's Whistle Blower Policy, to facilitate reporting of the genuine concerns about unethical or improper activity, without fear of retaliation.

The Company's vigil mechanism allows the Directors and employees to report their concerns about unethical behaviour, actual or suspected frauds or violation of the code of conduct/business ethics as well as to report any instance of leak of Unpublished Price Sensitive Information. The vigil mechanism provides for adequate safeguards against victimization of the Director(s) and employee(s) who avail of this mechanism.

No person has been denied access to the Chairman of the Audit Committee. The Whistle Blower Policy of the Company can be accessed on the Company's website at

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the conservation of energy, technology absorption, foreign exchange earnings, and outgo, as required to be disclosed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure E to this report.

NAME OF THE COMPANIES THAT HAVE BECOME / CEASED TO BE SUBSIDIARIES, JOINT VENTURES, OR ASSOCIATE COMPANIES DURING THE YEAR

Blow Plast Retail Limited, VIP Industries Bangladesh Private Limited, VIP Industries BD Manufacturing Private Limited, VIP Luggage BD Private Limited, and VIP Accessories BD Private Limited continued to be the wholly owned subsidiaries of the Company. All the subsidiaries of the Company are unlisted. As of March 31, 2026, VIP BD Manufacturing Private Limited and VIP Luggage BD Private Limited are classified as material subsidiary under SEBI Listing Regulations.

Accordingly, as of March 31, 2026, the Company has 1 Indian and 4 overseas wholly owned Subsidiaries.

During the year under review, no companies have become / ceased to be joint ventures or associate companies of the Company.

A statement containing the salient features of financial statements of subsidiaries as per 129(3) of the Act read with Rule 5 of Companies (Accounts) Rules, 2014 in Form No. AOC-1 is annexed herewith as Annexure F and forms part of this Report. Copies of the financial statements of the subsidiary companies is available on the website of the Company in the investor section and can be accessed by using the link-

The Policy for determining "Material" subsidiaries has been displayed on the Company's website -

PUBLIC DEPOSITS

There were no outstanding deposits within the meaning of Section 73 and 74 of the Act read with Rules made thereunder at the end of March 31, 2026 or the previous financial years. Your Company did not accept any deposit during the year under review.

SIGNIFICANT AND MATERIAL ORDERS

During the Financial Year 2025-26, there were no significant and material orders passed by the Regulators / Courts that would impact the going concern status of the Company and its future operations.

As disclosed in the previous Annual Reports, the Company has been involved in trademark litigation relating to the "CARLTON" brand. The matter pertains to cross-suits/

proceedings initiated before the Hon'ble Delhi High Court in relation to the use of the trademark "CARLTON" in Class 18 products. The Company continues to actively pursue the matter to protect its rights through the legal process.

During the year, the Division Bench of the Hon'ble Delhi High Court, by its order dated July 1, 2025, dismissed the Company's appeal against the interim order passed by the Single Judge and restrained the Company's use of the trademark "CARLTON" in relation to Class 18 products.

Aggrieved by the said order, the Company filed a Special Leave Petition before the Hon'ble Supreme Court of India. Pursuant to its order dated August 1, 2025 disposing off the petition, the Hon'ble Supreme Court permitted the Company to deal with its existing inventory bearing the "CARLTON" trademark, subject to the terms specified therein, and directed the expeditious disposal of the pending civil suits before the Hon'ble Delhi High Court. The period granted to deal with the existing inventory bearing the "CARLTON" trademark had thereafter been extended till 31 May 2026.

The underlying civil suits are presently pending before the Hon'ble Delhi High Court.

PREVENTION OF SEXUAL HARASSMENT IN WORKPLACE

The Company is committed to provide a safe and conducive work environment for all its Employees. As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 ('the Act') and Rules made thereunder, the Company has laid down a Policy on Prevention of Sexual Harassment at Workplace (POSH) and has complied with provisions relating to the constitution of the Internal Complaints Committee. While maintaining the highest governance norms, the Company has also appointed external independent persons, who have done work in this area and have requisite experience in handling such matters. The employees are required to undergo a mandatory training/certification on POSH to sensitise themselves and strengthen their awareness.

Number of complaints received and resolved in relation to Sexual Harassment of Women at Workplace (Prevention, Protection, and Redressal) Act, 2013 during the year ended March 31, 2026, under review and their breakup is as under:

COMPLIANCE WITH MATERNITY BENEFIT ACT 1961

The Company is in compliance with the provisions relating to the Maternity Benefit Act 1961.

PARTICULARS OF EMPLOYEES

The information required under the provisions of Section 197(12) of the Act read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time, relating to percentage increase in remuneration, ratio of remuneration of each Director and Key Managerial Personnel (KMP) to the median of employees' remuneration are provided in Annexure G and forms an integral part of this report.

The information pertaining to employee remuneration as required pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate annexure forming part of this report. In terms of first proviso to Section 136 of the Act, the Report and accounts are being sent to the Members and other entitled thereto, excluding the said annexure pertaining to employee remuneration, which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company. Any Member interested in obtaining a copy thereof may write to the Chief Financial Officer / Company Secretary in this regard.

PROCEEDINGS UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year, there was no case and/or application and/ or proceedings filed by and/or against the Company under the Insolvency and Bankruptcy Code, 2016.

REPORTING OF FRAUDS BY AUDITORS

During the Financial Year under review, neither the statutory auditors nor the secretarial auditors have reported any instances of fraud committed against the Company by its officers or Employees, to the Audit Committee or the Board under section 143(12) of the Act.

DISCLOSURE OF REASON FOR DIFFERENCE BETWEEN VALUATION DONE AT THE TIME OF TAKING LOAN FROM BANK AND AT THE TIME OF ONE-TIME SETTLEMENT

There was no instance of a one-time settlement with any Bank or Financial Institution during the year under the review.

CREDIT RATING

The details of the credit rating obtained by the Company with respect to its long-term and short-term borrowings have been provided separately in the Corporate Governance Report, which forms part of this report.

CYBER SECURITY

In view of increased cyberattack scenarios, the cyber security maturity is reviewed periodically and the processes,

technology controls are being enhanced in-line with the threat scenarios. Your Company's technology environment is enabled with real time security monitoring with requisite controls at various layers starting from end user machines to network, application and the data. During the year under review, your Company did not face any incidents or breaches or loss of data breach in Cyber Security.

INDUSTRIAL RELATIONS

Industrial relations across the Company's operations remained harmonious and cordial throughout the year under review.

CHANGES IN THE NATURE OF BUSINESS

During the year under report, there was no change in the general nature of business of the Company.

MSME COMPLIANCE

Pursuant to the Ministry of Micro, Small and Medium Enterprises (MSME) Notification No. S.O. 4845(E) dated 7 November 2024, all companies registered under the Companies Act, 2013 having a turnover exceeding '250 crore are required to onboard themselves on the Trade Receivables Discounting System (TReDS) platform, established as per the notification of the Reserve Bank of India. The Company has onboarded itself on the TReDS platform through Receivables Exchange of India Limited (RXIL) in compliance with the aforesaid notification.

Further, the Company complies with the requirements relating to filing of the half-yearly return (Form MSME-I) with the Ministry of Corporate Affairs, within the prescribed timelines.

CAUTIONARY STATEMENT

The information and statements in the management's discussion and analysis regarding the objectives, expectations or anticipations may be forward- looking within the meaning of applicable securities, laws and regulations. Actual results might differ materially from those either expressed or implied in the statement depending on the circumstances.

ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude to all employees for their unwavering dedication, resilience, and collaborative spirit. With such a strong foundation and shared vision, we are confident in our ability to drive continued success in the years ahead.

The Board conveys its appreciation for its customers, shareholders, suppliers as well as vendors, bankers, business associates, regulatory, and government authorities for their continued support.

For and on behalf of the Board of Directors