BSE Prices delayed by 5 minutes... << Prices as on Apr 07, 2026 >>   ABB  6269.4 ATS - Market Arrow  [1.30]  ACC  1340.4 ATS - Market Arrow  [-1.59]  AMBUJA CEM  420.25 ATS - Market Arrow  [-2.29]  ASIAN PAINTS  2187.6 ATS - Market Arrow  [0.08]  AXIS BANK  1250.7 ATS - Market Arrow  [0.43]  BAJAJ AUTO  9047.15 ATS - Market Arrow  [1.15]  BANKOFBARODA  258.05 ATS - Market Arrow  [-0.71]  BHARTI AIRTE  1832.15 ATS - Market Arrow  [2.22]  BHEL  253.5 ATS - Market Arrow  [3.17]  BPCL  277.4 ATS - Market Arrow  [-0.48]  BRITANIAINDS  5541.95 ATS - Market Arrow  [0.18]  CIPLA  1202.25 ATS - Market Arrow  [0.10]  COAL INDIA  462.85 ATS - Market Arrow  [0.76]  COLGATEPALMO  1850.75 ATS - Market Arrow  [1.14]  DABUR INDIA  414.55 ATS - Market Arrow  [0.16]  DLF  533.75 ATS - Market Arrow  [0.89]  DRREDDYSLAB  1196.35 ATS - Market Arrow  [-1.71]  GAIL  145.25 ATS - Market Arrow  [1.47]  GRASIM INDS  2620.85 ATS - Market Arrow  [0.17]  HCLTECHNOLOG  1441.4 ATS - Market Arrow  [2.77]  HDFC BANK  772.05 ATS - Market Arrow  [0.11]  HEROMOTOCORP  5050.25 ATS - Market Arrow  [-1.08]  HIND.UNILEV  2110.2 ATS - Market Arrow  [1.30]  HINDALCO  954.35 ATS - Market Arrow  [2.91]  ICICI BANK  1246.2 ATS - Market Arrow  [1.21]  INDIANHOTELS  600.35 ATS - Market Arrow  [0.81]  INDUSINDBANK  783.7 ATS - Market Arrow  [-0.29]  INFOSYS  1340.15 ATS - Market Arrow  [2.60]  ITC LTD  298.55 ATS - Market Arrow  [1.27]  JINDALSTLPOW  1168.1 ATS - Market Arrow  [3.03]  KOTAK BANK  362.7 ATS - Market Arrow  [0.61]  L&T  3723 ATS - Market Arrow  [-0.16]  LUPIN  2296.6 ATS - Market Arrow  [0.82]  MAH&MAH  3006.6 ATS - Market Arrow  [-0.50]  MARUTI SUZUK  12799.8 ATS - Market Arrow  [0.89]  MTNL  25.74 ATS - Market Arrow  [0.23]  NESTLE  1223.55 ATS - Market Arrow  [0.66]  NIIT  58.44 ATS - Market Arrow  [-0.80]  NMDC  81.75 ATS - Market Arrow  [0.37]  NTPC  369.05 ATS - Market Arrow  [0.79]  ONGC  286.6 ATS - Market Arrow  [1.76]  PNB  104.55 ATS - Market Arrow  [-1.88]  POWER GRID  295.45 ATS - Market Arrow  [0.10]  RIL  1304.65 ATS - Market Arrow  [-0.01]  SBI  1030.3 ATS - Market Arrow  [-0.23]  SESA GOA  713.6 ATS - Market Arrow  [3.42]  SHIPPINGCORP  233.4 ATS - Market Arrow  [0.28]  SUNPHRMINDS  1718.5 ATS - Market Arrow  [1.43]  TATA CHEM  623.75 ATS - Market Arrow  [-1.64]  TATA GLOBAL  1061.75 ATS - Market Arrow  [0.56]  TATA MOTORS  308.65 ATS - Market Arrow  [0.46]  TATA STEEL  198.05 ATS - Market Arrow  [0.99]  TATAPOWERCOM  387.65 ATS - Market Arrow  [0.90]  TCS  2539.85 ATS - Market Arrow  [2.68]  TECH MAHINDR  1473.35 ATS - Market Arrow  [1.58]  ULTRATECHCEM  10929.8 ATS - Market Arrow  [-0.20]  UNITED SPIRI  1237.25 ATS - Market Arrow  [0.06]  WIPRO  204.7 ATS - Market Arrow  [3.80]  ZEETELEFILMS  73.58 ATS - Market Arrow  [-0.22]  

Vardhman Holdings Ltd.

LIVE QUOTES

NSE: VHLEQ BSE: 500439ISIN: INE701A01023INDUSTRY: Investment Company

BSE   Rs 3219.50   Open: 3246.00   Today's Range 3184.40
3248.00
 
NSE
Rs 3218.60
-18.40 ( -0.57 %)
-18.50 ( -0.57 %) Prev Close: 3238.00 52 Week Range 2870.40
4437.25
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1027.23 Cr. P/BV 0.27 Book Value (Rs.) 11,719.00
52 Week High/Low (Rs.) 4469/2870 FV/ML 10/1 P/E(X) 3.98
Bookclosure 12/09/2025 EPS (Rs.) 808.40 Div Yield (%) 0.16
Year End :2025-03 

The Directors of your Company have pleasure in presenting their 61st Annual Report of the business and operations of the Company
along with the Audited Financial Statements for the year ended 31st March, 2025.

1. FINANCIAL RESULTS:

The financial performance of your Company for the year ended 31st March, 2025 is as under:- (D In Lakhs)

PARTICULARS

Standalone

Consolidated

2024-25

2023-24

2024-25

2023-24

Revenue from operations (Net)

5611.33

4,398.19

2,277.62

1,490.13

Other Income

185.66

247.22

185.66

247.22

Income from Associates

-

-

25,453.08

18,121.32

Profit before Depreciation, Interest & Tax (PBDIT)

5178.74

4,211.48

27,298.11

19,424.74

Interest and Financial expenses

-

-

-

-

Profit before Depreciation and Tax (PBDT)

5178.74

4,211.48

27,298.11

19,424.74

Depreciation

0.72

0.72

0.72

0.72

Profit before Tax (PBT)

5178.02

4,210.76

27,297.39

19,424.02

Provision for Tax - Current

1014.20

761.19

1,014.20

761.19

- Deferred Tax

482.82

174.77

482.82

174.77

Profit after tax (PAT)

3,680.99

3,274.80

25,800.37

18,488.06

Other Comprehensive Income

(1582.58)

1,297.48

(1,557.47)

1,407.81

Total Comprehensive Income

2098.41

4,572.28

24,242.90

19,895.86

Balance brought forward

68,682.78

64,925.04

3,06,297.41

2,87,194.80

Profit available for appropriation

69,885.41

68,682.78

3,29,890.36

3,06,297.41

Appropriations:

Proposed Dividend on Equity Shares

159.58

159.58

159.58

159.58

Transfer to Statutory Reserve

736.20

654.96

736.20

654.96

Closing balance of surplus

69,885.42

68,682.78

329,890.36

3,06,297.41

i.e. Balance in Statement of Profit & Loss

Earnings per share (')

- Basic

115.34

102.61

808.40

579.28

- Diluted

115.34

102.61

808.40

579.28

2. MANAGEMENT DISCUSSION AND ANALYSIS
REPORT:

A. FINANCIAL ANALYSIS

i. STANDALONE

During the year under review, your Company has
registered Revenue from Operations of
D 5,611.33
lakhs as compared to
D 4,398.19 lakhs in the
previous year. The Company earned other income of
D 185.66 lakhs during the year as against D 247.22
lakhs during last year.

PROFITABILITY:

The Company earned profit before depreciation,
interest and tax of
D 5,178.74 lakhs as against
D 4,211.48 lakhs in the previous year. After providing
for depreciation of
D 0.72 lakhs (Previous Year D 0.72
lakhs), provision for current tax
D 1,014.20 lakhs
(Previous Year
D 761.19 lakhs), deferred tax '482.82
lakhs (Previous Year
D 174.77 lakhs), the net profit
from operations worked out to
D 3,680.99 lakhs as
compared to
D 3,274.80 lakhs in the previous year.

The balance available for appropriation after adding
balance in surplus account is D 70,781.19 lakhs.
Out of this, a sum of D159.58 lakhs has been
appropriated towards proposed dividend, D 736.20
lakhs is proposed to be transferred to special
reserve account and the balance of D 69,885.41
lakhs is proposed to be carried as surplus to the
balance sheet.

Return on Net Worth for the financial year 2024-25
is increased from 3.56% to 3.91% on account of
increase in net profits during the year.

ii. CONSOLIDATED

During the year under review, your Company has
registered Revenue from Operations of D 2,277.62
lakhs as compared to D 1,490.13 lakhs in the
previous year. The Company earned other income of
D 185.66 lakhs during the year as against D 247.22
lakhs during last year.

PROFITABILITY:

The Company earned profit before depreciation,
interest and tax of D 27,298.11 lakhs as against
D 19,424.74 lakhs in the previous year. After providing
for depreciation of
' 0.72 lakhs (previous year ' 0.72
lakhs), provision for current tax D 1,014.20 (previous
year D 761.19 lakhs), deferred tax D 482.82 lakhs
(previous year D 174.77 lakhs), the net profit from
operations worked out to D 25,800.37 lakhs as
compared to D 18,488.06 lakhs in the previous year.

The balance available for appropriation after adding
balance in surplus account is D 3,30,540.31 lakhs.
Out of this, a sum of D 159.58 lakhs has been
appropriated towards proposed dividend, D 736.20
lakhs is proposed to be transferred to special
reserve account and the balance of D 3,29,890.36
lakhs is proposed to be carried as surplus to the
balance sheet.

B. RESOURCES UTILISATION:

a) Fixed Assets: The Net Block as at 31st March, 2025
was D 318.74 lakhs as compared to D 319.46 lakhs
in the previous year.

b) Current Assets: The current assets as on
31st March, 2025 were D 93,178.36 lakhs as against
D 90,211.60 lakhs in the previous year.

C. FINANCIAL CONDITIONS & LIQUIDITY:

(D in lakhs)

PARTICULARS

2024-25

2023-24

Cash and Cash equivalents:

Beginning of the year

284.70

294.74

End of the year

49.18

284.70

Net cash provided (used) by:

Operating Activities

2,783.96

2,618.94

Investing Activities

(2,859.02)

(2,468.76)

Financial Activities

(160.46)

(160.22)

D. BUSINESS OUTLOOK:

Vardhman Holdings Limited primarily earns its income
from investments. The Company's strategy is to adopt
a systematic approach of investment into different asset
classes namely debt, equity & real estate and to keep the
portfolio dynamic as per the changing market conditions.
Company's current portfolio consists of investments into
debt, equity and real estate.

E. MANAGEMENT PERCEPTION OF RISK AND
CONCERNS:

The Company recognizes that risk is an integral and
unavoidable component of business and is committed
to managing the risk in a proactive and effective manner.
The Company is a NBFC registered with RBI and mainly
engaged in investment activities. It follows a strategy of
adopting a systematic approach to investment into different
asset classes and keeping the portfolio dynamic as per
the changing market conditions. The Company is prone
to all the financial risks and capital market fluctuations.

3. DIVIDEND:

The Board of Directors in its meeting held on 23rd May,
2025 has recommended a dividend of
' 5/- per share on
the fully paid up Equity Shares of the Company.

4. PUBLIC DEPOSITS:

The Company has not accepted and does not intend to
accept any deposits from the public. As at 31st March, 2025,
there are no outstanding/unclaimed deposits from the public.

5. INVESTOR EDUCATION AND PROTECTION
FUND (IEPF):

Pursuant to the provisions of Section 124 and 125 of
the Companies Act, 2013, read with IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 (‘the
Rules'), all unpaid or unclaimed dividends are required to
be transferred by the Company to the IEPF established

by the Central Government after the completion of seven
years from the date of transfer to the Unpaid Dividend
Account of the Company. The shareholders whose
dividends have been transferred to the IEPF Authority can
claim their dividend from the Authority. The unclaimed or
unpaid dividend relating to the Financial Year 2017-18 is
due for remittance in the month of November, 2025 to
the Investor Education and Protection Fund established
by the Central Government.

Further, according to the Rules, the shares in respect
of which dividend has not been paid or claimed by
shareholders for seven consecutive years or more shall
also be transferred to the IEPF Authority. The Company has
sent notice to all shareholders whose shares are due to be
transferred to the IEPF Authority and has also published
requisite advertisement in the newspapers in this regard.

The detail of these shares are also provided on the website
of the Company at
www.vardhman.com.

6. CONSOLIDATED FINANCIAL STATEMENT:

In accordance with the Companies Act, 2013 and Indian
Accounting Standard IND AS-110 on Consolidated
Financial Statements read with IND AS-28 on ‘Accounting
for Investments in Associates' the Audited Consolidated
Financial Statements are provided in the Annual Report.

7. SUBSIDIARIES, JOINT VENTURES AND
ASSOCIATE COMPANIES:

The Company does not have any subsidiary/ material
subsidiary and joint venture. Further, during the year, no
company have become or ceased to be subsidiary, joint
venture or associate of the Company.

The details of the financials of the associate companies for
the year 2024-25 are as follows:-

Vardhman Textiles Limited (VTXL)

Vardhman Textiles Limited (VTXL) is an Associate
Company of the Company. The Company holds 28.85%
shares of VTXL as on 31st March, 2025. VTXL is engaged in
manufacturing of world class textiles. During the year, the
Revenue from Operations (Consolidated) of the VTXL was
D 9,784.88 crore as compared to D 9,504.68 crore in the
previous year. VTXL has a Net Profit after comprehensive
income (Consolidated) of
D 887.56 crore as compared to
D 640.59 crore in the previous year.

Vardhman Spinning and General Mills Limited
(VSGM)

Vardhman Spinning and General Mills Limited (VSGM) is
an Associate Company of the Company. The Company
holds 50% shares of VSGM as on 31st March, 2025. It is
a trading Company dealing in trading of Cotton and Fibre.
During the year, the Company has not traded any goods,
however, the Total Income for the financial year 2024-25 is
Nil as compared to
D 0.003 lakhs in the previous year. The
Company posted a net loss of
D 0.43 lakhs as compared
to
D 0.47 lakhs in the previous year.

8. DIRECTORS:

Liable to retire by rotation: In accordance with the
provisions of the Articles of Association of the Company,
Mr. Sachit Jain, Director of the Company, retire by
rotation at the conclusion of the forthcoming Annual
General Meeting and being eligible, offers himself for re¬
appointment. The Board recommended his appointment
for the consideration of the Members of the Company at
the ensuing Annual General Meeting.

Declaration by Independent Directors:

The Independent Directors have submitted their
disclosures to the Board that they fulfil all the requirements
as stipulated in Section 149(6) of the Companies Act,
2013 so as to qualify themselves to be appointed as
Independent Directors under the provisions of the
Companies Act, 2013 and the relevant rules thereof.

Your Board confirms that in its opinion the Independent
Directors possess the requisite integrity, experience,
expertise, proficiency and qualifications. All the
Independent Directors on the Board of the Company are
registered with the Indian Institute of Corporate Affairs,
Manesar, Gurgaon (IICA) as notified by the Central
Government under Section 150(1) of the Companies Act,
2013 and shall undergo online proficiency self-assessment
test, if applicable, within the time prescribed by the IICA.

9. NOMINATION AND REMUNERATION POLICY:

In compliance with Section 178 of the Companies Act,
2013 and Regulation 19 of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
Nomination and Remuneration Policy of the Company has
been duly approved and adopted by the Board pursuant
to recommendations of Nomination and Remuneration

Committee of the Company and may be accessed on the
website of the Company at the link:
https://www.vardhman.
com/Document/Report/Company%20Information/
Policies/Vardhman%20Holdings%20Ltd/Nomination
and Remuneration Policv.pdf. As mandated by proviso to
Section 178(4) of the Companies Act, 2013, salient features
of Nomination and Remuneration Policy are as under:

a) Identifying persons who are qualified to become
Directors and who may be appointed in Senior
Management in accordance with the criteria laid
down and recommending to the Board their
appointment and removal.

b) Formulating the criteria for determining qualifications,
positive attributes and independence of a Director
and evaluating the balance of skills, knowledge and
experience on the Board and on the basis of such
evaluation, prepare a description of the role and
capabilities required of an independent director.

c) Recommending to the Board, policy relating to
remuneration of Directors (Whole time Directors,
Executive Directors etc.), Key Managerial Personnel
and other employees while ensuring the following:

i. That the level and composition of remuneration
is reasonable and sufficient to attract, retain
and motivate directors of the quality required to
run the company successfully.

ii. That relationship of remuneration to
performance is clear and meets appropriate
performance benchmarks.

iii. That remuneration to directors, key managerial
personnel and senior management involves
a balance between fixed and incentive pay
reflecting short and long term performance
objectives appropriate of the working of the
Company and its goals.

d) Formulating the criteria for evaluating performance of
Board and all the Directors.

e) Devising a policy on diversification of Board.

f) Determining whether to extend or continue the term
of appointment of the independent director on the
basis of the report of performance evaluation of
independent directors.

g) Recommending to the Board remuneration payable
to senior management.

Familiarization programmes for Board Members:

Your Company has formulated Familiarization Programme
for all the Board members in accordance with Regulation
25 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and Schedule IV
of the Companies Act, 2013 which provides that the
Company shall familiarize the Independent Directors
with the Company, their roles, rights, responsibilities in
the Company, nature of Industry in which the Company
operates, business model of the Company, etc. through
various programs.

The Familiarization Programme for Board members may
be accessed on the Company's website at the link:
https://
www.vardhman.com/Document/Report/Company%20
Information/Policies/Vardhman%20Holdings%20Ltd/
Familisation Program for Board Members.pdf

Annual Evaluation of the Board Performance:

The meeting of Independent Directors of the Company for
the financial year 2024-25 was held on 24th March, 2025
to evaluate the performance of Non-Independent Directors,
Chairperson of the Company and the Board as a whole.

The evaluation was done by way of discussions on
the performance of the Non- Independent Directors,
Chairman and Board as a whole.

A policy on the performance evaluation of Independent
Directors, Board, Committees and other individual
Directors which includes criteria for performance
evaluation of non-executive directors and executive
directors has been formulated by the Company.

10. KEY MANAGERIAL PERSONNEL (KMP):

In compliance with the provisions of Section 203 of the
Companies Act, 2013, following are the KMPs of the
Company as on 31st March, 2025:

S_. Name
No.

Designation

1. Shri Paul Oswal

Chairman & Managing Director

2. Poorva Bhatia

Chief Financial Officer

#Ms. Aakriti Gupta, Company Secretary, has left the services of
the Company w.e.f. 13th November, 2024 and Mr. Ankit Singla
has been appointed as a Company Secretary in her place w.e.f.
14th November, 2024.

11. NUMBER OF BOARD MEETINGS:

During the year under review, the Board met Four (4)
times and the intervening gap between any two meetings
was within the period prescribed under the Companies
Act, 2013. The details of Board Meetings are set out in

Corporate Governance Report which forms part of this
Annual Report.

12. AUDITORS AND AUDITORS REPORT:

Statutory Auditors:

M/s K.C. Khanna & Co., Chartered Accountants
(Registration No. 000481N) were appointed as the
Statutory Auditors of the Company for a period of five
consecutive years starting from the conclusion of 58th
Annual General Meeting till the conclusion of 63rd Annual
General Meeting of the Company.

Further, the Statutory Auditors of the Company have
submitted Auditors' Report on the accounts of the
Company for the accounting year ended 31st March, 2025.

This Auditors' Report is self explanatory and requires
no comments

Secretarial Auditor:

M/s. Khanna Ashwani & Associates, Company Secretary
in Practice, were appointed as Secretarial Auditors of the
Company by the Board of Directors of the Company in
its meeting held on 28th May, 2024 for the financial year
2024-25. The Secretarial Auditors of the Company have
submitted their Report in Form No. MR-3 as required
under Section 204 of the Companies Act, 2013 for the
financial year ended 31st March, 2025. This Report is self¬
explanatory and requires no comments. The Report forms
part of this report as
Annexure I.

Further, pursuant to the amended provisions of Regulation
24A of the SEBI (Listing Obligations and Disclosure
Requirements) (“LODR”) Regulations, 2015 and Section
204 of the Act read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, the Board of Directors of the Company, on the
recommendation of the Audit Committee, have approved
and recommended the appointment of M/s. Khanna
Ashwani & Associates, Peer Reviewed Company Secretary
in Practice (CP No. 2220) as Secretarial Auditors of the
Company for a term of 5 (Five) consecutive years from
the FY 2025-26 to 2029-30, for approval of the Members
at ensuing AGM of the Company. Brief resume and other
details of M/s. Khanna Ashwani & Associates, Company
Secretaries in Practice, are separately disclosed in the
Notice of ensuing AGM.

M/s. Khanna Ashwani & Associates have given their
consent to act as Secretarial Auditors of the Company
and confirmed that their aforesaid appointment (if made)
would be within the prescribed limits under the Act &

Rules made thereunder and SEBI (LODR) Regulations.
They have also confirmed that they are not disqualified
to be appointed as Secretarial Auditors in terms of
provisions of the Act & Rules made thereunder and SEBI
(LODR) Regulations.

Cost Auditors

Under the provisions of Section 148(1) of the Companies
Act, 2013, maintenance of cost records is not applicable
to the Company.

13. AUDIT COMMITTEE :

Composition of Audit Committee:

The Audit Committee consists of three Independent
Directors i.e. Mr. Devendra Bhushan Jain, Mr. Manjul
Pahwa and Mrs. Pooja Mehta. Mr. Devendra Bhushan Jain
is the Chairman of the Committee and Company Secretary
of the Company is the Secretary of the Committee. All the
recommendations made by the Audit Committee were
accepted by the Board.

Apart from the Audit Committee, the Company has also
constituted other Board level Committees as mandated
by applicable laws. Details of the Committees, along with
their composition, charters and meetings held during
the year, are provided in the 'Corporate Governance
Report', which forms a part of this Report. Further,
during the FY 2024-25, the Board has accepted all the
recommendations of its Committees.

14. VIGIL MECHANISM :

Pursuant to the provisions of Section 177(9) of the
Companies Act, 2013, the Company has established a
“Vigil Mechanism” incorporating Whistle Blower Policy
in terms of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, for employees and
Directors of the Company, for expressing the genuine
concerns of unethical behavior, actual or suspected fraud
or violation of the codes of conduct by way of direct access
to the Chairman/ Chairman of the Audit Committee.

The Company has also provided adequate safeguards
against victimization of employees and Directors who
express their concerns.

The Policy on Vigil Mechanism and Whistle Blower
Policy as approved by the Board may be accessed
on the Company's website at the link:
https://www.
vardhman.com/Document/Report/Company%20
Information/Policies/Vardhman%20Holdings%20Ltd/
Vigil Mechanism and Whistle Blower Policv.pdf

15. BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR):

In compliance with the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, BRSR is
available on the Company's website at the link:
https://
www.vardhman.com/Document/Report/Compliances/
BRR/Vardhman%20Holdings%20Ltd/BRSR 2024-25.pdf

16. DIVIDEND DISTRIBUTION POLICY (DDP):

As per Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, the
top 1000 listed companies are required to formulate a
DDP. Accordingly, a DDP was adopted to set out the
parameters and circumstances that will be taken into
account by the Board in determining the distribution of
dividend to its shareholders and/or retaining profits earned
by the Company. The policy is available on the Company's
website at the link:
https://www.vardhman.com/Document/
Report/Company%20Information/Policies/Vardhman%20
Holdings%20Ltd/Dividend Distribution Policy.pdf

17. CORPORATE GOVERNANCE:

The Company has in place a system of Corporate
Governance. Corporate Governance is about maximizing
shareholder value legally, ethically and sustainably. A
separate report on Corporate Governance forming part
of the Annual Report of the Company is annexed hereto.
A certificate from the Practising Company Secretary
regarding compliance of conditions of Corporate
Governance as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 is annexed to the report on Corporate Governance.

18. CORPORATE SOCIAL RESPONSIBILITY (CSR):
Vision & Core areas of CSR: Your Company is
committed to and fully aware of its Corporate Social
Responsibility (CSR), the guidelines in respect of which
were more clearly laid down in the Companies Act, 2013.
The Company's vision on CSR is that the Company
being a responsible Corporate Citizen would continue
to make a serious endeavor for a quality value addition
and constructive contribution in building a healthy and
better society through its CSR related initiatives and
focus on education, environment, health care and other
social causes.

CSR Policy: The Corporate Social Responsibility (CSR)
Policy of the Company indicating the activities to be
undertaken by the Company, as approved by the Board, may
be accessed on the Company’s website at the link:
https://
www.vardhman.com/Document/Report/Company%20

Information/Policies/Vardhman%20Holdings%20Ltd/
Corporate Social Resonsibility Policv.pdf

During the year, the Company has spent ' 30.32 lakhs
on CSR activities. Out of this, an amount of ' 21.19 lakhs
pertains to the FY 2024-25.

The disclosures related to CSR activities pursuant to
Section 134(3) of the Companies Act, 2013 read with Rule 9
of the Companies (Accounts) Rules, 2014 and Companies
(Corporate Social Responsibility) Rules, 2014 is annexed
hereto and forms part of this report as
Annexure II.

19. RISK MANAGEMENT:

The Risk Management Policy required to be formulated
under the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 has been duly formulated and approved by the Board
of Directors of the Company. The aim of Risk Management
Policy is to maximize opportunities in all activities and to
minimize adversity. The policy includes identifying types
of risks and its assessment, risk handling, monitoring and
reporting, which in the opinion of the Board may threaten
the existence of the Company.

The Risk Management policy may be accessed on the
Company’s website at the link:
https://www.vardhman.
com/Document/Report/Company%20Information/
Policies/Vardhman%20Holdings%20Ltd/Risk
Management Policy.pdf

20. INTERNAL FINANCIAL CONTROLS:

The Company has in place adequate internal financial
controls with reference to financial statements. During the
year, such controls were tested and no reportable material
weakness in the design or operation was observed.

A report on the Internal Financial Controls under clause
(i) of sub-section 3 of section 143 of the Companies Act,
2013 as given by the Statutory Auditors of the Company
forms part of Independent Auditor’s Report on Standalone
Financial Statements as
Annexure B and Independent
Auditor’s Report on Consolidated Financial Statements as
Annexure A.

21. PARTICULARS OF CONTRACTS OR
ARRANGEMENTS MADE WITH RELATED
PARTIES:

All contracts/arrangements/transactions entered into
by the Company during the financial year with related
parties were in the ordinary course of business and on
an arm’s length basis. During the year, the Company had

not entered into any contract / arrangement/transaction
with related parties which could be considered material
in accordance with the provisions of Regulation 23 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. Accordingly, the disclosure of Related
Party Transactions as required under Section 134(3)(h) of
the Companies Act, 2013 in Form AOC-2 is not applicable.

The Policy on dealing with related party transactions as
approved by the Board may be accessed on the Com pany's
website at the link:
https://www.vardhman.com/Document/
Report/Companv%20Information/Policies/Vardhman%20
Holdings%20Ltd/Related Party Transactions Policv.pdf

Your Directors draw attention of the Members to Note no.
26 to the standalone financial statements which sets out
related party disclosures.

22. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF
THE COMPANIES ACT, 2013:

Particulars of loans given, investments made, guarantees
given and securities provided along with the purpose for
which the loan or guarantee or security is proposed to
be utilized by the recipient are provided in the standalone
financial statements (Please refer to Note no. 6 to the
standalone financial statements).

23. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO:

Particulars with respect to conservation of energy and
other areas as per Section 134(3)(m) of the Companies
Act, 2013 read with Rule 8 (3) of the Companies (Accounts)
Rules, 2014 are not applicable.

24. ANNUAL RETURN

In terms of Section 92(3) and 134(3)(a) of the Companies
Act, 2013, the Annual Return of the Company is available
on the website of the Company at the link:
https://www.
vardhman .com/I nvestors/Com pl iances

25. HUMAN RESOURCES/INDUSTRIAL RELATIONS:

The Company is not carrying on any manufacturing
activity and no workers were employed during the year.

26. PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES:

The disclosures in respect of managerial remuneration as
required under Section 197 (12) read with Rule 5 (1) of the
Companies (Appointment & Remuneration of Managerial

Personnel) Rules, 2014 is annexed hereto and forms part
of this report.

A statement showing the names and other particulars of
the employees drawing remuneration in excess of the limits
set out in Rule 5(2) and 5(3) of the Companies (Appointment
& Remuneration of Managerial Personnel) Rules, 2014 is
annexed hereto and forms part of this report.

All the above details are provided in Annexure III.

Since the Company has no holding or subsidiary Company,
no particulars are required to be given pursuant to the
provisions of section 197(14) of the Companies Act, 2013.

27. MATERIAL CHANGES AND COMMITMENT, IF
ANY, AFFECTING THE FINANCIAL POSITION
OF THE COMPANY BETWEEN THE END
OF THE FINANCIAL YEAR TO WHICH THE
FINANCIAL STATEMENTS RELATE AND THE
DATE OF THE REPORT:

No material changes and commitments affecting the
financial position of the Company occurred between the
end of the financial year to which the financial statements
relate and the date of this report.

28. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to provisions of Section 134 (5) of the Com panies
Act, 2013, the Board hereby submits its responsibility
statement:-

a. in the preparation of the annual accounts, the
applicable accounting standards have been followed
along with the proper explanation relating to
material departures;

b. appropriate accounting policies have been selected
and applied consistently, and have made judgments
and estimates that are reasonable and prudent so
as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2025 and of the
profit of the Company for the year ended on 31st
March, 2025;

c. proper and sufficient care has been taken 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;

d. the annual accounts have been prepared on a going
concern basis;

e. the internal financial controls have been laid down to
be 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 such systems are adequate and
operating effectively.

29. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is

required in respect of the following items as there were no

transaction on these items during the year under review:

1. Change in nature of Business of the Company.

2. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

3. Significant or material orders passed by the
Regulators or Courts or Tribunals which impact the
going concern status and Company's operations
in future.

4. No fraud has been reported by the Auditors to the
Audit Committee or the Board.

5. There is no proceeding pending under the Insolvency
and Bankruptcy Code, 2016.

6. There was no instance of one time settlement with
any Bank or Financial Institution.

Further, your Directors state that the Company has
complied with the provisions relating to constitution
of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention,

Prohibition and Redressal) Act, 2013 & there was
no case filed under the said Act and applicable
Secretarial Standards with respect to Meetings of
the Board of Directors (SS-1) and General Meetings
(SS-2) issued by the Institute of Company Secretaries
of India.

In addition to this, all the policies as required under
the Act or the SEBI LODR Regulations have been
formulated by the Company and are available on the
website of the Company, links whereof are provided
in the ‘Corporate Governance Report', which forms
part of this report.

30. ACKNOWLEDGEMENT:

Your Directors are pleased to place on record their
sincere gratitude to the Government, Bankers, Business
Constituents and Shareholders for their continued and
valuable co-operation and support to the Company and
look forward to their continued support and co-operation
in future too.

They also take this opportunity to express their deep
appreciation for the devoted and sincere services rendered
by the employees of the Company during the year.

For and on Behalf of the Board

Sd/-

(S.P. Oswal)

Place : Ludhiana Chairman & Managing

Dated : 23rd May, 2025 Director

 
STOCKS A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z|Others

Mutual Fund A | B | C | D | E | F | G | H | I | J | K | L | M | N | O | P | Q | R | S | T | U | V | W | X | Y | Z | Others

Registered Office : 402, Nirmal Towers, Dwarakapuri Colony, Punjagutta, Hyderabad - 500082.
SEBI Registration No's: NSE / BSE / MCX : INZ000166638. Depository Participant: IN- DP-224-2016.
AMFI Registered Number - 29900 (ARN valid upto 24th July 2028) - AMFI-Registered Mutual Fund Distributor since June 2008.
Compliance Officer :- Name: Ch.V.A. Varaprasad, Mobile No.: 9393136201, E-mail:
Grievance Cell: rlpsec_grievancecell@yahoo.com , rlpdp_grievancecell@yahoo.com
Procedure to file a complaint on SEBI SCORES: Register on SCORES portal. Mandatory details for filing complaints on SCORES: Name, PAN, Address, Mobile Number, E-mail ID. Benefits: Effective Communication, Speedy redressal of the grievances.
Copyrights @ 2014 © RLP Securities. All Right Reserved Designed, developed and content provided by