To,

The Members,

Vishal Fabrics Limited

Your directors are pleased to present the 41st Annual Report along with Audited Financial Statements for the Financial Year ended 31st March, 2026.

1. FINANCIAL RESULTS

The A udited Financial Statements of your Company st March, as on 2026 are prepared in accordance with the relevant31 applicable Ind AS and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and the provisions of the Companies Act, 2013 (“Act”).

The summarized comparison of Audited Financial Statements of the Company for the Financial Year 2025-2026 and 2024-25 is given below:

(Rs. in Crores)

2. S TATE OF COMPANY'S AFFAIRS PERFORMANCE OF THE COMPANY DURING THE YEAR.

During the year under review, your Company has achieved a Turnover of Rs. 1602.11 Crore as compared to Previous Year Rs. 1519.83 Crore. The Profit depreciation and tax was Rs. 74.79 Crore as compared to

` 78.10 Crore in the Previous Year. The profit after tax for the year Rs. 32.18 Crore as compared to Profit` 23.84 Crore reported in the Previous Year.

The Performance of the Company has been comprehensively discussed in the Management

Discussion and Analysis Report (forming part of the Annual Report) based on the reports of the each of the units of Company.

3. MA TERIAL CHANGES OR COMMITMENTS, ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATES AND THE DATE OF THE REPORT

Ther e were no other material changes or which affected the financial position of the Company which have occurred between the end of the Financial

Year and the date of this Report.

4. DIVIDEND

The Board of Director has not recommended any dividend during the year.

In pursuant to Regulation 43A of the SEBI Obligations and Disclosure Requirements) Regulations, before

2015, the Company has formulated a Dividend Distribution Policy which was approved and adopted in the Board Meeting and the same is available on company's web link as: www.vishalfabricsltd.com.

Ther Rs. 216769 unpaid balance available in the unpaide is dividend account as the same is unclaimed dividends by shareholders.

5. TR ANSFER TO RESERVES

During the financial year under review, the company IFhas transferred the entire amount of Profit to Reserve and surplus account as per detail provided in the note of the financial statement.

6. SHARE CAPITAL

The paid-up equity shares capital of the Company on 31st March, 2026 was Rs. 1238050015 comprising of

247610003 Equity Shares of face value of Rs. 5/- each. During the year under review, the company has allotted to the “Non-Promoter, Public Category” Investors on preferential basis 50000000 equity shares due to conversion of warrant into equity as per approval taken in the Annual General Meeting held on 27th August, 2024 by shareholders.

None of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

7. INF ORMATION OF SUBSIDIARIES, VENTURES OR ASSOCIATE COMPANIES

The C ompany has no subsidiaries and joint A lis t of associates of your Company is provided of the notes to the consolidated financial statements.

8. CHANGE IN NATURE OF BUSINESS, IF ANY

Ther e is no change in the nature of your business during the year under review.

9. AL TERATION IN THE DOCUMENT

Ther e is no alteration in the constitutional the company.

OR INVESTMENTS UNDER SECTION 186 OF COMPANIES ACT, 2013

The details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the note to the financial statements.

11. EX TRACT OF ANNUAL RETURN

{In pursuance to Section 92 and 134 (3) (a) of the Companies Act, 2013 (“the Act”) read with relevant

Rules thereunder}

The Annual Return of the Company for the

Year 2025-2026 in the prescribed format in Form MGT-7 is available on the website of the Company at: www.vishalfabricsltd.com

12. REL ATED PARTY TRANSACTIONS

All transactions entered with Related Parties year under review were on arm's length basis, in the ordinary course of business and are in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 and there are no material related party transactions thus a disclosure in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is not required. The details of the transactions with Related Parties are provided in the Company's financial statements in accordance with the Accounting

Standards.

All Related Party Transactions are placed

Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature. A statement giving details of all

Related Party Transactions are placed before the Audit

Committee and the Board for review and approval on a quarterly basis.

None of the Directors has any pecuniary relationship or transactions vis-?-vis the Company except remuneration and sitting fees. The Policy on

Related Party Transactions as approved by the

Board of Directors has been uploaded on the website of the Company and can be seen at the link: JOINT www.vishalfabricsltd.com

13. .DIRE CTORS AND KEY MANAGERIAL

PERSONNEL as part

The Composition of the Board is in accordance with the statutory provision. The Board consists of 6(six) members, of which 3 (Three) are Independent Directors. The Board also comprises of one women Independent Director.

The Company has received declarations from all the Independent Directors that they meet the criteria of independence as prescribed in the Companies Act,

2013 and SEBI Listing Regulations, 2015. of

None of the Directors of the Company is disqualified for being appointed as Director, as specifiedunder section 164(2) of the Companies Act, 2013 and Rule 14(1) of the Companies (Appointment and of Directors) Rules, 2014.

The f ollowing are the Directors and Key Managerial Personnel of the Company as on 31st March, 2026 a) Mr. Brijmohan Chiripal: Managing Director b) Mr. Arvind Pandey: Whole-time Director c) Mr. Suketu Narendrabhai Shah:

Chief Executive Officer d) Mr. Ravindrakumar Bajranglal Bajaj :

Whole-time Director

Financial e) Mr. Dharmesh Dattani: Chief Financial Officer f) Mr. Dilip Nikhare : Company Secretary (Appointed w.e.f 11/07/25)

DIRE CTORS RETIRING BY ROTATION

Mr . Arvind Pandey (DIN: 10637419), Director of the Company, retires by rotation as a Director at the for the conclusion of this Annual General Meeting pursuant to the provisions of section 152 of the Companies Act, 2013 read with the Companies (Appointment and

Qualification of Directors) Rules, 2014 and the Articles of Association of your Company and being eligible have offered himself for reappointment. Appropriate resolution for his re-appointment is being placed for your approval at the ensuing AGM.

The composition of the Board of Directors and Committees are provided in the Corporate Governance

Report, which forms part of the Annual Report. Certificate of Non-Disqualification of Directors been attached as Annexure I. the

14. NUMBER OF BOARD AND COMMITTEE MEETINGS

The Board meets once in every quarter to review the quarterly financial results and other items of the agenda and if necessary, additional meetings are held as and when required. The intervening gap between the meetings was within the period prescribed under SEBI

(LODR) Regulations, 2015 & Companies Act, 2013.

The agenda is circulated well in advance to the Board members. The items in the agenda are backed by comprehensive background information to enable the Board to take appropriate decisions. The details of the Board and its Committees meetings and attendance of Directors at such meetings are provided in the

Corporate Governance Report, which forms part of the Annual Report.

15. MEETING OF INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on 10th February, 2026 inter alia, to discuss: R eview of the performance of Non-independent

Directors and the Board of Directors as a whole. R eview of the performance of the Chairman the Company, taking into account the views of the Executive and Non-executive Directors.

A ssess the quality, content and timeliness of of information between the management and the Board to ensure the Board effectively and reasonably perform its duties.

All Independent Directors were present at the meeting.

DIRECTORS

The Company has received necessary declarations from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of Independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have complied with the

Code for Independent Directors as prescribed in Schedule IV to the Act.

17. CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS

An Independent Director shall be a person of and possess appropriate balance of skills, experience and knowledge as details provided in the Corporate

Governance Report. The Company did not have any pecuniary relationship or transactions with Non-Executive Directors during the year ended 31st March, 2026 except for payment of sitting fees.

18. CRITERIA FOR APPOINTMENT OF MANAGING DIRECTORS / WHOLE–TIME DIRECTORS

The appointment is made pursuant an established procedure which includes assessment of managerial skills, professional behavior, technical skills and other requirements as may be required and shall take into consideration recommendation, if any, received from any member of the Board.

In c ompliance with Section 178(3) of the

Act, 2013 and Regulation 19(4) of the SEBI (LODR) Regulation, 2015 the company has formulated

Nomination and Remuneration Policy for determining qualifications, positive attributes and independence of directors and other matters related to appointment of Directors.

The Nomination and Remuneration Policy as by the Board of Directors has been uploaded on the website of the Company and can be seen at the link: www.vishalfabricsltd.com

INDEPENDENT DIRECTORS

In compliance with the requirements of SEBI Obligations and Disclosure Requirements) Regulations,

2015, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their roles, rights and responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business of model etc. The code has been uploaded on the website of the Company and can be seen at the link: www.vishalfabricsltd.com flow

20. C ORPORATE SOCIAL RESPONSIBILITY

The Company has a Policy on Corporate

Social Responsibility and the same has been posted on the website of the Company at link: www.vishalfabricsltd.com

The brief outline of the CSR Policy of the and the activities undertaken by the Company on CSR during the year under review and relevant details are set out in Annexure III which forms part of this Board

Report.

F urther, the composition, number and meetings held, attendance of the members of the

CSR Committee meetings are given separately in the

Corporate Governance report which forms part of this

Annual Report.

21. F ORMAL ANNUAL EVALUATION

P ursuant to the provisions of the Companies Act, integrityand Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Nomination and Remuneration Committee has laid down the criteria for evaluation of the performance of individual directors and the Board as a whole. Based on the criteria the exercise of evaluation was carried out through a structured process covering various aspects of the Board functioning such as composition of the Board and committees, experience

& expertise, performance of specific duties & obligations, attendance, contribution at meetings, etc. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Director. The performance evaluation of the Independent Directors was carried out by the entire Board (excluding the Director being evaluated). The Directors expressed their satisfaction with the evaluation process.

A STATUTORY AUDITORS .

Pursuant to provisions of Sections 139, 141 & 142 of the Act and applicable Rules and other applicable provisions of the Act, the Board of Directors at its meeting held on August 1, 2024 has approved the appointment of M/s. S V J K and Associates*,

(FRN- 135182W),Chartered Accountants as Statutory Auditors for five consecutive years from conclusion of the 38th Annual General Meeting held for Financial Year 2022-2023 till the conclusion of the 43rd Annual General Meeting to be held on 2027-28 of the Company.

F urther the Company has received consent(s) and certificate(s) of eligibility from the Statutory Auditors S V J K and Associates, (FRN-

135182W), Chartered Accountant in accordance with Sections 139 and 141 of the Act and applicable

Rules and other provisions of the Act and holds a valid certificate issued by the Peer Review Board of the ICAI. They have further confirmed that they were not disqualified Statutory Auditors in terms of the Act and Rules made thereunder.

* S V J K and Associates (Formerly known as A S R V & Co.)

B SECRETARIAL AUDITORS .

Pursuant to Section 204 of the Companies Act, 2013 and rules made thereunder. Vishal Fabrics is annexed herewith as Annexure–II. The

Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks. The Annual Secretarial Compliance Report of the Company pursuant to Regulation 24A of Listing Regulations read with SEBI Circular No. CIR/

CFD/ CMD1/27/2019 dated February 08, 2019, is uploaded on the website of the Company i.e. www.vishalfabricsltd.com

Pursuant to Regulations 30 of the Securities and

Exchange Board of India (Listing Obligation and

Disclosure Requirements) Regulations, 2015 read with Schedule III Part A Para A, we would like to inform that on the recommendation of the Audit Committee, the Board of Directors in their meeting held on, 21st May, 2025 approved the appointment of M/s. Chirag Shah & Associates (CoP: 3498), Practicing Company Secretary, Ahmedabad as the Secretarial Auditor of the Company for five consecutive years commencing from F.Y. 2025-26 till F.Y. 2029-30 and approval of the shareholders of the Company has taken in 40th Annual General Meeting held on 19th September, 2025.

C COST AUDITORS .

The Board has re-appointed M/s. A.G. Tulsian and

Co., Cost Accountants (FRN: 100629) as Cost

Auditor to conduct the audit of cost records of your Company for the financial payment of remuneration to Cost Auditor requires the approval/ratification of the members of the

Company and necessary resolution in this regard, has been included in the notice convening 41st AGM of the Company.

The Company maintains necessary cost records as specified by section 1 of Section 148 of the Companies Act,

2013 read with the Companies (Cost Records and Audit) Rules, 2014.

D INTERNAL AUDITORS .

The Board has appointed M/s. G B & Co.,

Chartered Accountants (FRN: 139110W),

Ahmedabad as Internal Auditors of the Company for the Financial Year 2026-2027. The required written consent to act as the Internal Auditors of the Company for the Financial Year 2026-2027 has been received by the Company from the said Internal Auditors, on terms & conditions as mutually agreed upon between the Internal Auditors and the Board / management of the Company.

The B oard of Directors of the Company has laid down atobeappointedasthe Code of Conduct for all the Board Members and Senior Management Personnel of the Company. The Board Members and the Senior Management personnel have affirmed compliance with the code for the year 2025-26. The said Code of Conduct has been posted on the website of the Company at link: www.vishalfabricsltd.com A declaration to this effect is annexed and forms part of this report.

REPORT

The Management Discussion and Analysis Report on the operations of the Company, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

25. C ORPORATE GOVERNANCE

A s per Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company's Auditors confirmingcompliance forms an integral part of this Report.

26. PRE VENTION OF INSIDER TRADING

P ursuant to the provisions of SEBI (Prohibition of

Insider Trading) Regulation, 2015 the Board has formulated and implemented a Code of Conduct to regulate, monitor and report trading by its employees and other connected persons and Code of Practices and Procedures for fair disclosure of Unpublished Price Sensitive Information.

The updated “Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information”year2026-27.The (“Code of Fair Disclosure”) uploaded on the Company's website at link: www.vishalfabricsltd.com

27. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has framed a Whistle Blower deal with instances of fraud and mismanagement, if any. The said policy has been disseminated within the organization and has also been uploaded on the Company's website at link:www.vishalfabricsltd.com

28. NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel and Senior Management.

The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment and removal of Directors Key Managerial Personnel / Senior Management and performance evaluation which are considered by the Nomination and Remuneration

Committee and the Board of Directors.

The Nomination and Remuneration Policy as by the Board of Directors has been uploaded on the website of the Company and can be seen at the link: www.vishalfabricsltd.com

HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL), ACT 2013

The C ompany has always believed in and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment.

The Company has adopted a policy against Sexual

Harassment in line with the requirements of The Sexual Harassment of Women at Workplace

(Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. The policy has also been uploaded on the Company's website at link: www.vishalfabricsltd.com An appropriate complaint mechanism in the form of “Internal Complaints Committee” has been created in the Company for time-bound redressal of the complaint made by the victim. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The Company has not received any complaints of sexual harassment in the Financial Year 2025-26.

30. PUBLIC DEPOSITS

The C ompany has not accepted any Deposits public during the Financial Year 2025-26.

31. RISK MANAGEMENT

The B oard of Directors of the Company has Policy to Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews.

The Company has laid down a Risk Management which defines the process for identification of risks, its assessment, mitigation measures, monitoring and reporting. The policy has also been uploaded on the Company's website at link: www.vishalfabricsltd.com

32. INTERNAL CONTROL SYSTEM

The Company has adequate internal control for business processes, with regard to efficiency of operations, financialreporting, compliance with applicable laws and regulations etc. All operating parameters are monitored and controlled. Regular internal audits and checks ensure that responsibilities are executed effectively. The system is improved and modifiedcontinuously to meet with changes in business approved conditions, statutory and accounting requirements.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of internal control systems and suggests improvement for strengthening them, from time to time.

33. DIRE CTORS' RESPONSIBILITY

P ursuant to Section 134(5) of the Companies Act, the Board of Directors, to the best of their knowledge a safe and ability, confirm that:

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

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31,

2026 and of the profit of the company for the year under review; (iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the Directors have prepared the accounts for the financial year on going concern basis; (v) the Directors have laid down internal financial from the controls, which are adequate and were operating effectively; and

(vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

34. PROCEEDINGS PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company has not made any application nor any proceeding are pending under the Insolvency and Bankruptcy Code, 2016 during the Financial Year

2025-26. The requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable.

ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, required to be disclosed by Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as

“Annexure- IV” and forms part of this report.

AND PROTECTION FUND

P ursuant to Section 124 and 125 of the

Act, 2013, read with Investor Education and Protection Fund Authority (Accounting Audit, Transfer and

Refund) Rules, 2016 (‘IEPF Rules'), as amended from time to time, the amount of dividend remaining unpaid or unclaimed for a period of seven years shall be transferred to the Investor Education and Protection Fund (IEPF).

During the year under review, no amount was due for transfer to IEPF in accordance with Section 125 of the Companies Act, 2013.

37. P ARTICULARS OF EMPLOYEES

The percentage increase in remuneration, ratio of remuneration of each Director and key managerial personnel (KMP) (as required under the Act) to the median of employees' remuneration, as required under Section 197 of the Act, read with rule 5(1) of the Companies (Appointment and Remuneration Managerial Personnel) Rules, 2014, are set out in

‘‘Annexure V'' of this report.

The information required under provisions of 197(12) of the Companies Act, 2013 read with Rules

5(2) and 5(3) of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. In terms of Section 134 and Section 136 of the Act, the Annual Report is being sent to the shareholders and others entitled thereto, excluding the said annexure, which is available for inspection by the shareholders at the Registered Office of your Company during business hours on working days of your Company. If any shareholder is interested in obtaining a copy thereof, such shareholder may write to the Company Secretary in this regard.

38. BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Report as stipulated under Regulation 34(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable for financial year 2025-26 as your Company is not falling in the list of top 1000 Companies as per the Market Capitalization as on March 31, 2026.

39. ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The

Company's policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

40. COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, your Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

41. REPORTING OF FRAUDS

Ther e was no instance of fraud during the Financial

Year 2025-26, which were required by the Statutory

Auditors to report to the Audit Committee and / or

Board under Section 143(12) of Act and Rules framed thereunder.

42. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company's operations in future.

43. 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 THERE OF DURING THE FINANCIAL YEAR

It is not applicable to the Company, during the financial year.

USE OF PROCEEDS FROM THE STATED Section OBJECTS AND CATEGORY-WISE VARIATION BETWEEN PROJECTED AND ACTUAL FUND UTILISATION.

Ther e is no Deviation in the use of Proceeds of Preferential Allotment during the year.

44. INSURANCE

All assets of the company including inventories, building, plant and machineries are adequately insured.

45. LIS TING OF SHARES

The Company's shares are listed at BSE Limited and the listing fee for the year 2025-2026 has been duly paid.

46. CA UTIONARY STATEMENT

S tatements in this Directors' Report the Company's objectives, projections, estimates, expectations or predictions may be “forward-looking statements” within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that could make difference to the Company's operations include raw material availability and its prices, cyclical demand and pricing in the Company's principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

47. APPRECIATION AND ACKNOWLEDGEMENT

Y our Directors wish to place on record sincere and appreciation, for the contribution made by the employees at all levels for their hard work, support, dedication towards the Company.

Y our Directors thank the Government

India and the State Governments for their co-operation and appreciate the relaxations provided by various Regulatory bodies to facilitate ease in compliance with provisions of law.

Y our Directors also wish to thank its customers, associates, suppliers, investors and bankers for their continued support and faith reposed in the Company.