Directors Report of VIP Industries Ltd.

Mar 31, 2025

The Board of Directors are delighted to present the 58^th Annual Report on the business and operations of VIP Industries
Limited (‘the Company'') along with the summary of consolidated and standalone financial statements for the year ended
March 31, 2025.

In compliance with the applicable provisions of the Companies Act, 2013, (‘the Act''), the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations''), this Board''s Report
is prepared based on the standalone financial statements of the Company for the year under review and also presents
the key highlights of performance of subsidiaries, companies and their contribution to the overall performance of the
Company for the year under review.

OVERVIEW OF FINANCIAL PERFORMANCE

Key highlights of consolidated and standalone financial performance for the year ended March 31, 2025, are summarized
as under:

	Standalone		Consolidated
Particulars	Year Ended 31.03.2025	Year Ended 31.03.2024	Year Ended 31.03.2025	Year Ended 31.03.2024
Revenue from Operations	2,169.66	2,215.50	2,178.43	2,244.96
Earnings before Depreciation, Interest and Tax	67.44	143.16	93.21	205.31
Finance cost	68.56	49.27	73.20	55.02
Depreciation and Amortisation expenses	106.11	83.49	119.06	99.49
Profit/ (Loss) before tax and Exceptional/Extraordinary Items	(107.23)	10.40	(99.05)	50.80
Exceptional Item- Income/ (Expense)	-	25.78	7.83	25.78
Profit Before Tax / Loss	(107.23)	36.18	(91.22)	76.58
Tax expenses	(25.83)	8.16	(22.43)	22.28
Profit / Loss for the year	(81.40)	28.02	(68.79)	54.30

Notes:

The above financial results have been prepared in accordance with Indian Accounting Standards ("Ind-AS”) as specified under Section 133
of Companies Act, 2013 ("the Act”) read with the Companies (Indian Accounting Standards) Rules, 2015.

FINANCIAL HIGHLIGHTS
Standalone

During the Financial Year ended March 31, 2025, revenue
from operations was '' 2,169.66 crores as against '' 2,215.50
crores during the previous year, registering a decline
of 2.07%. Loss before exceptional items and tax was at
'' 107.23 crores as against Profit before exceptional items
and tax of '' 10.40 crores in the previous year. Loss after Tax
for the year under review was at '' 81.40 crores as against
Profit after Tax of '' 28.02 crores in the previous year.

Consolidated

During the Financial Year ended March 31, 2025, revenue
from Operations was '' 2,178.43 crores as against '' 2,244.96
crores during the previous year, registering a decline
of 2.96%. Loss before exceptional items and tax was at
'' 99.05 crores as against Profit before exceptional items
and tax '' 50.80 crores in the previous year. Loss after Tax

for the year under review was at '' 68.79 crores against
Profit after Tax of '' 54.30 crores in the previous year.

EXPORTS AND INTERNATIONAL OPERATIONS

Financial Year 2024-25 proved to be more challenging for
the Company than expected due to the global headwinds
and economic uncertainty affecting several of Company''s
international markets. Despite of the unfavourable business
environment, the Company has made meaningful progress
that positions it in more favourable place and resulting in
the future growth in the business.

The Middle East has shown strong signs of recovery, with
increased demand and renewed momentum across key
sectors. The Company see this region as a key growth
engine in the years ahead.

The Company was able to re-enter in Europe and re¬
establish its presence, although market traction has been

slower than expected . The Company remains committed to
building on this foundation with a long-term view.

While Europe and Southeast Asia continue to feel the effects
of economic slowdown and currency volatility, the Company
is seeing growing potential through its Original Equipment
Manufacturer (OEM) partnerships. With the shifting global
supply chains, especially amid U.S.-China trade stress, the
Company is well placed to capture new opportunities.

Though last Financial Year was tough, the Company has
moved forward with greater resilience, sharper focus, and
optimism about the years ahead.

RESERVES & DIVIDEND
Transfer to Reserve

During the year under review, the Company has not
transferred any amount to the General Reserves. As of
March 31, 2025, the Reserves and Surplus (other equity)
of the Company were at '' 521.27 crores including retained
earnings of '' 235.17 crores.

Dividend

Your Directors do not recommend any dividend for the
Financial Year 2024-25.

Dividend Distribution Policy

The Board has approved and adopted the Dividend
Distribution Policy and the same has been displayed on the
Company''s website at the link - https://vipindustries.co.in/
investor/disclosure-46-lodr

Unclaimed dividends

Details of outstanding and unclaimed dividends previously
declared and paid by the Company are given under the
Corporate Governance Report annexed to this Annual
Report for Financial Year 2024-25. There are no amounts
due and outstanding to be credited to Investor Education
and Protection Fund as on 31^st March, 2025.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

The Board of the Company is comprised of eminent
persons with proven competence and integrity. Besides the
experience, strong financial acumen, strategic astuteness
and leadership qualities, they also have a significant degree
of commitment and devote adequate time to the meetings.

As on March 31, 2025, the Board consist of 9 Directors
comprising of 5 Independent Directors, 1 Non-Executive,
Non-Independent Directors and 3 Executive Directors,
details of which have been provided in the Corporate
Governance 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.

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

In accordance with the provisions of the Act and the Articles
of Association of the Company, Mr. Dilip Piramal, Non¬
executive Non-Independent Directors of your Company, is
liable to retire by rotation at the ensuing Annual General
Meeting (‘AGM''), being eligible, has offered himself for re¬
appointment at the ensuing AGM.

Further, in terms of the Listing Regulations, no listed
Company shall appoint or continue the appointment of
a Non-executive Director, who has attained the age of
75 years, unless a special resolution is passed to that
effect. Mr. Dilip Piramal, has attained the age of 75 years,
resolutions seeking his re-appointment and continuation as
Non-executive Non-Independent Director forms the part of
the Notice of ensuing AGM.

The disclosures required regarding the re-appointment
of Mr. Dilip Piramal under Regulation 36(3) of the SEBI
Listing Regulations and Secretarial Standard on General
Meeting 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/ Continuation/
Cessation of Directors during Financial Year 2024-25

1. Ms. Radhika Piramal (DIN 02105221) was re-appointed
as the Executive Vice Chairperson of the Company for
5 (Five) years w.e.f. April 7, 2024, Mr. Tushar Jani (DIN
00192621) and Mr. Ramesh Damani (DIN 00304347)
were re-appointed as an Non-Executive Independent
Director of the Company for a second term of 5 (Five)
consecutive years w.e.f. May 7, 2024. The Members of
the Company had approved the said appointments by
passing a special resolution by way of Postal Ballot on
May 5, 2024.

2. Ms. Payal Kothari (DIN: 09148432) was appointed as
Non-Executive Independent Director of the Company
for a period of 5 (five) years w.e.f. August 30, 2024.
The Members of the Company had approved the said
appointment by passing a special resolution by way of
Postal Ballot on October 29, 2024.

3. Continuation of Mr. Dilip Piramal (DIN: 00032012) as
Non-Executive, Non-Independent Director - Chairman

of the Company, on attaining the age of 75 years on
November 2, 2024 was approved by the Members''
through special resolution passed on October 29, 2024
via postal ballot.

4. In terms of Section 149(11) of the Act, Mr. Amit Jatia (DIN:
00016871), retired as a Non-Executive 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. He joined the
Board of Directors of the Company in the year 2015.
He was the Chairman of Stakeholders Relationship
Committee and Member of Audit Committee and
Nomination and Remuneration Committee of
the Company.

5. Ms. Nisaba Godrej (DIN: 00591503), resigned from the
post of Non-Executive Independent Director of the
Company w.e.f. the close of the business hours on June
03, 2024.

The Board places on record its appreciation for the
valuable contributions made by them during their tenure
with the Company.

Key Managerial Personnel

As on March 31, 2025, the following are the Key Managerial
Personnel (“KMPs”) of the Company as per Sections 2(51)
and 203 of the Act:

a) Ms. Neetu Kashiramka - Managing Director

b) Mr. Manish Desai - Chief Financial Officer

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

Mr. Ashitosh Sheth was appointed as Company Secretary
and Key Managerial Personnel of the Company w.e.f. August
7, 2024.

DECLARATION OF INDEPENDENT DIRECTORS

All the Independent Directors of the Company have
submitted declarations that each of them meets 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 to 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.
Further, in terms of Section 150 of the Act read with Rule
6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended, Independent Directors
of the Company have included their names in the data
bank of Independent Directors and complied with the
requirements of passing proficiency test, as applicable.

M/s Ragini Chokshi & Co., Company Secretaries in Practice,
has issued a certificate as required under the SEBI Listing
Regulations, confirming that none of the directors on the
Board of the Company has been debarred or disqualified
from being appointed or continuing as director of
companies by the SEBI, Ministry of Corporate Affairs or any
such statutory authority.

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

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 meetings are convened regularly to review
and determine the Company''s business policies and
strategies, alongside other key governance matters. It
maintains robust operational oversight with quarterly
meetings featuring comprehensive presentations. Board
and Committee meetings are scheduled in advance and
a tentative annual calendar is shared with Directors well
ahead of time, enabling them to plan their schedules
effectively and participate meaningfully in discussions.
Only in case of special and urgent business matters, if
the need arises, Board''s or Committee''s approval is taken
by passing resolutions through circulation or by calling
the Board / Committee meetings at a shorter notice, in
accordance with the applicable law. The agenda for the
Board and Committee meetings includes detailed notes on
the items to be discussed to enable the Directors to make
an informed decision.

During the Financial Year ended March 31, 2025, 5 (Five)
meetings of the Board of Directors were conducted.
The maximum interval between two consecutive Board
meetings did not exceed as prescribed in the Act, and the
SEBI Listing Regulations. For details of the meetings of the

Board, please refer to the Corporate Governance Report,
which forms part of the Annual Report

BOARD EVALUATION

Pursuant to provisions of Section 178 of the Act, and
Regulation 17 of the SEBI Listing Regulations, the Board
has carried out an annual evaluation of the performance
of the Board, its Committees, and individual Directors. The
Nomination and Remuneration Committee led an internal
evaluation process to assess the performance of the Board,
its Committees and Individual Directors

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 put on
the website of the Company at https://vipindustries.co.in/
investor/disclosure-46-lodr.

The performance of Individual Directors were reviewed by
the Board and the NRC, with criteria such as preparedness,
constructive contributions, and input in meetings. Non¬
Independent Directors, the Board as a whole, and the
Chairman of the Company were evaluated at a separate
meeting of Independent Directors. The evaluation
results were discussed at the Board Meeting. The overall
performance of the Chairman, Executive Directors, and
Non-Executive Directors of the Company is satisfactory.
The review of performance was based on criteria of
performance, knowledge, analysis, quality of decision¬
making, etc.

BOARD DIVERSITY

The Company recognizes and embraces the importance
of a diverse board in its success. 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 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
https://vipindustries.co.in/investor/disclosure-46-lodr.

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 timely
manner. The details of programs for familiarisation for
Independent Directors are available on the website of the
Company and can be accessed at https://vipindustries.co.in/
investor/disclosure-46-lodr.

AUDIT COMMITTEE

As of March 31, 2025, the Audit Committee comprises
Mr. Tushar Jani (Chairman of the Audit Committee), Ms.
Radhika D. Piramal, Mr. Amit Jatia, and Mr. Suresh Surana. All
the recommendations made by the Audit Committee were
deliberated and accepted by the Board. For details of the
meetings of the Committee, please refer to the Corporate
Governance Report, which forms part of this Report.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination
and Remuneration Committee, framed a policy for the
selection and appointment of Directors, Key Managerial
Personnel, and Senior Management Personnel and
their remuneration. This policy formulates the criteria
for determining qualifications, competencies, positive
attributes, and independence for the appointment of a
Director (Executive/Non-Executive) and the criteria for
determining the remuneration of the Directors, KMP,
and other employees. NRC makes recommendations to
the Board regarding the appointment/re-appointment
of Directors, KMPs and other members of the Senior
Management. The role of the NRC encompasses conducting
a gap analysis to refresh the Board periodically, including
each time a director''s appointment or re-appointment is
required. NRC is also responsible for reviewing the profiles
of potential candidates vis-a-vis the required competencies,
undertaking reference and due diligence and meeting
potential candidates before making recommendations of
their nominations to the Board. The appointee is also briefed
about the specific requirements for the position including
expert knowledge expected at the time of appointment.

Nomination and Remuneration Policy of the Company has
been displayed on the Company''s website at the link -
https://vipindustries.co.in/investor/disclosure-46-lodr.

RISK MANAGEMENT

The Company has a robust risk management framework
comprising risk governance structure and defined risk
management processes. The risk governance structure
of the Company is a formal organization structure with
defined roles and responsibilities for risk management.

The processes and practices of risk management of the
Company encompass risk identification, classification, and
evaluation. 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.

As a part of the Company''s strategic planning process, the
Directors have reviewed the risk management policy and
processes and also the risks faced by the Company and the
corresponding risk mitigation plans deployed. The Company
is on track with respect to its risk mitigation activities. The Risk

Management & Business Responsibility and Sustainability
Committee oversees the risk management process.

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 CSR Committee of the Company comprises Mr. Dilip
Piramal (Chairman of the CSR Committee), Ms. Radhika
Piramal, and Mr. Ramesh Damani.

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
2024-25 is in accordance with Section 135 of the Act, and
Companies (Corporate Social Responsibility Policy) Rules,
2014 and is annexed herewith as Annexure “A” to this
Report. The CSR policy is placed on the Company''s website
at https://vipindustries.co.in/investor/disclosure-46-lodr.

AUDITORS
Statutory Auditors

At the 54^th Annual General Meeting 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 Annual General
Meeting till the conclusion of 59^th Annual General Meeting
to be held in the year 2026. The Statutory Auditor(s) are not
disqualified from continuing as Auditor(s) of the Company.

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.

The Auditors of the Company have not reported any fraud
as specified under the second proviso of Section 143 (12)
of the Act, (including any statutory modification(s) or re-
enactments(s) thereof for the time being in force.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Act and the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors had, at its
meeting held on May 10, 2024, appointed M/s Ragini
Chokshi & Co., Company Secretaries in Practice, Mumbai,
to undertake the Secretarial Audit of the Company for the
Financial Year 2024-25.

The Secretarial Audit Report for the Financial Year 2024¬
25, 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.

Pursuant to the amended provisions of Regulation 24A of
the SEBI Listing Regulations and Section 204 of the Act,
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, , on
the recommendation of the Audit Committee, the Board
of Directors of your Company has 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), for a first term of
5 (five) consecutive years commencing from the Financial
Year 2025-26 to Financial Year 2029-30, subject to the
approval of the Members at the upcoming Annual General
Meeting. The Board has recommended her appointment for
approval of the Members at the ensuing Annual General
Meeting (AGM).

INTERNAL FINANCIAL CONTROL SYSTEMS AND
THEIR ADEQUACY

The Company has comprehensive internal control
mechanism 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 Company''s internal control
systems are commensurate with the nature of its business
and the size & complexity of its operations and such internal
financial controls concerning the Financial Statements are
adequate & effective operating. Effectiveness of internal
financial controls is ensured through management reviews,
control self-assessment and independent testing by the
Internal Audit Team. The Audit Committee reviewed the
internal financial controls that ensure that the Company''s
accounts were properly maintained and that the transactions
were recorded in the books of accounts in accordance with
the applicable accounting standards, laws and statutes.
The Statutory and Internal auditors have confirmed that
there was no internal control weakness during Financial
Year 2024-25.

DIRECTORS'' RESPONSIBILITY STATEMENT

Under the requirements under 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) i n the preparation of the annual accounts for the
year ended March 31, 2025, 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, 2025, and of the profit and loss
of your Company for that period;

(c) proper and sufficient care has been taken for the
maintenance of adequate accounting records by the
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,
2025, 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

The paid-up Equity Share Capital of the Company as on
March 31, 2025, stood at '' 28.40 crores.

During the year under review, the Company has not issued
shares with differential voting rights nor has granted any
stock options or sweat equity. As on March 31, 2025, none of
the Directors of the Company holds instruments convertible
into equity shares of the Company.

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 EASRP 2018
complies with the provisions of the SEBI (Shares Based
Employee Benefit) Regulation, 2014.

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 https://vipindustries.co.in/
investor/regulation_30 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, 2025
is available on the website of the Company at https://
vipindustries.co.in/investor/annual_return.

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, 2025, are set out in Note 7 and 8A to the
Standalone Financial Statement of the Company.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

Your Company has established a Policy for determining
related party transactions. The Audit Committee oversees
the related party transactions. Related Party Transaction
Policy of the Company has been displayed on the Company''s
website at the link https://vipindustries.co.in/investor/
disclosure-46-lodr.

All contracts or arrangements entered into by the Company
with Related Parties during Financial Year 2024-25 were
in the ordinary course of business and on an arm''s
length basis and were carried out with prior approval of
the Audit Committee. All related party transactions that
were approved by the Audit Committee were periodically
reported to the Audit Committee. Prior approval of the
Audit Committee was obtained for the transactions which
were planned and/or repetitive in nature and omnibus
approvals were also taken as per the policy laid down for
unforeseen transactions. In Financial year 2024-25, none of
the contracts, arrangements and transactions with related
parties, required approval of the Board/ Shareholders under
Section 188(1) of the Act and Regulation 23(4) of the SEBI

Listing Regulations. None of the transactions with related
parties are material in nature or falls under the scope of
Section 188(1) of the Act. 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 in Form No. AOC-2 does not apply to the Company
for the Financial Year 2024-25 and hence the same is
not provided. The details of the transactions with related
parties during Finanacial Year 2024-25 are provided in the
accompanying financial statements..

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.

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
the Annual 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 Report.

COST RECORDS

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

MATERIAL CHANGES AND COMMITMENT, IF
ANY, AFFECTING FINANCIAL POSITION OF THE
COMPANY FROM FINANCIAL YEAR END AND
TILL THE DATE OF THIS REPORT:

There have been no such material changes and
commitments, affecting the financial position of the
Company which have occurred between the end of financial
year to which the Financial Statements relates and the date
of this Report except for the following:

The Company received a Public Announcement dated
July 13, 2025, regarding an Open Offer made to the public
shareholders of the Company by JM Financial Limited,
on behalf of (i) Multiples Private Equity Fund IV, acting
through its investment manager Multiples Alternate Asset
Management Private Limited and (ii) Multiples Private
Equity GIFT Fund IV, acting through its investment manager,
Multiples Asset Management IFSC LLP (collectively,
“Acquirers”), (iii) Samvibhag Securities Private Limited
(“PAC 1”), (iv) Mithun Padam Sacheti (“PAC 2”), (v) Siddhartha

Sacheti (“PAC 3”) and (vi) Profitex Shares and Securities
Private Limited (“PAC 4”) (collectively “PACs”). This Public
Announcement was made pursuant to a Share Purchase
Agreement and Shareholders Agreement dated July 13,
2025 entered between Mr. Dilip Piramal, Kemp and Company
Limited, Kiddy Plast Limited, DGP Securities Limited,
Piramal Vibhuti Investments Limited, Alcon Finance and
Investments Limited and DGP Enterprises Private Limited
(collectively referred to as the "Sellers"), forming part of
the Promoter and Promoter Group of the Company, and the
Acquirers and PACs. Under the Share Purchase Agreement,
the Acquirers and PACs proposed to acquire 4,54,46,305
fully paid-up equity shares representing 32% of the paid-
up equity share capital of the Company at a price of 388/-
per equity share, aggregating to a total consideration of
'' 1,763/- Crore (Rupees One Thousand Seven Hundred and
Sixty Three Crores only).

VIGIL MECHANISM

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 https://vipindustries.co.in/
investor/disclosure-46-lodr.

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 “D” as
attached 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 subsidiary
companies of the Company. All the subsidiaries of the
Company are unlisted. As of March 31, 2025, VIP Luggage
BD Private Limited is classified as material subsidiary under
SEBI Listing Regulations.

Accordingly, as of March 31, 2025, 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, is also
included in this Annual Report in form AOC-1, presented in
a separate section forming part of the financial statement.
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- https://www.vipindustries.co.in/investor/financial_
information_of_subsidiaries.

The Policy for determining “Material” subsidiaries has
been displayed on the Company''s website - https://www.
vipindustries.co.in/investor/disclosure-46-lodr

PUBLIC DEPOSITS

During the year under review, your Company has not
accepted any deposits. Your Company does not have any
unclaimed deposits as of March 31, 2025.

SIGNIFICANT AND MATERIAL ORDERS

During the Financial Year 2024-25, 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.

VIP Industries Limited has acquired the brand “Carlton” from
Carlton International in the year 2004, and have been using
the brand since then. In October 2019 Company learned that
Carlton Shoes Limited, who were engaged in the business
of shoes and accessories like jewellery, perfumes, watches,
etc., had started using the trademark “Carlton” in relation
to handbags and was in the process of venturing into the
luggage business. To restrain Carlton Shoes Limited from
entering the luggage business, the Company issued a cease-
and-desist notice to Carlton on 10 October 2019. Upon receipt
of the notice, Carlton Shoes Limited filed a Suit against the
Company before the Hon''ble Delhi High Court and sought an
injunction against the Company from using the Trademark
CARLTON. The Company also immediately filed a Suit
against Carlton Shoes Limited and Carlton Overseas Pvt Ltd
before the Hon''ble Delhi High Court to protect its rights.
The Hon''ble Delhi High Court heard the interim application
in both suits together and, by a common order dated 17^th
July 2023, had restrained the Company from using the
Trademark - Carlton in the manner mentioned above and
dismissed the interim application filed by the Company
against Carlton Shoes Limited and Carlton Overseas Pvt Ltd.

The Company filed an appeal at the Division Bench of the
Hon''ble Delhi High Court against the Interim order and
received a stay on the said order. The Division Bench of

Hon''ble Delhi High Court, after hearing, dismissed the
appeal via an order dated 1^st July, 2025, by restricting the
Company from using the trademark “CARLTON” or any such
use under class 18.

The Company filed a Special Leave Petition before the
Hon''ble Supreme Court of India against the said order dated
1^st July 2025 of the Divisional Bench of the Hon''ble Delhi
High Court. Hon''ble Supreme Court of India vide its order
dated 1^st August 2025 disposed off the petition; allowed the
Company to deal with the inventory of products under the
mark Carlton subject to terms set out therein, and directed
that an undertaking be submitted by the Company to Hon''ble
Supreme Court of India as indicated in the said order. The
order further contains a direction to the Hon''ble Delhi High
Court to try and dispose of Civil Suits between the Company
and Carlton Shoes Ltd as expeditiously as possible.

PREVENTION OF SEXUAL HARASSMENT IN
WORKPLACE

As per the requirement of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013 (''the POSH Act'') and Rules made thereunder, your
Company has complied with provisions relating to the
constitution of the Internal Complaints Committee under
the POSH Act. 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. To build
awareness in this area, the Company has been conducting
programs continuously.

Number of complaints received and resolved in relation to
the POSH Act during the year ended March 31, 2025, under
review and their breakup is as under:

Particulars	Number
No. of Complaints received during the year	Nil
No. of Complaints disposed off during the year	Nil
No. of Complaints pending for more than ninety	Nil
days

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 statement of disclosure of remuneration as 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, is annexed as Annexure E and forms an interal
part of this report.

The information pertaining to employee remuneration as
required pursuant to Rule 5(2) & 5(3) of the above Rules is
available for inspection. A statement showing the names and
other particulars of the employees drawing remuneration in
excess of the limits set out in the said Rules will be provided
upon request. 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 information on
employees'' particulars, which is available for inspection by
the Members. Any Member interested in obtaining a copy
thereof may write to the Company Secretary.

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 has 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 period 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 the Annual 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 remained 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.

CAUTIONARY STATEMENT

The information and statements in the managements
discussion and analysis regarding the objectives,
expectations or anticipations may be forward- looking within
the meaning of applicable securities laws and regulaions.
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.

By Order of the Board of Directors
Dilip Piramal

Place: Mumbai Chairman

Dated: August 6, 2025 (DIN No. 00032012)

---

Mar 31, 2024

The Directors are pleased to present the 57^th Annual Report together with Audited Financial Statements and Auditor''s Report for the financial year ended March 31, 2024.

FINANCIAL RESULTS

(Rs. in Crores)
		Standalone		Consolidated
Particulars	Year Ended 31.03.2024	Year Ended 31.03.2023	Year Ended 31.03.2024	Year Ended 31.03.2023
Revenue from Operations	2,215.50	2,019.53	2,244.96	2,082.32
Earnings before depreciation, Interest and Tax	143.16	259.97	180.29	330.88
Finance cost	49.27	23.54	55.02	28.48
Depreciation and Amortisation expenses	83.49	58.05	99.49	73.66
Profit before tax and Exceptional/Extraordinary Items	10.40	178.38	50.78	228.74
Exceptional Item- Income/ (Expense)	25.78	15	25.78	(32.21)
Profit Before Tax / Loss	36.18	193.38	76.56	196.53
Tax expenses	8.16	32.45	22.28	44.19
Profit / Loss for the year	28.02	160.93	54.28	152.34

OVERALL PERFORMANCE AND OUTLOOK Standalone

During the financial year ended March 31, 2024, revenue from Operations was '' 2,215.50 crores as against '' 2,019.53 crores during the previous year, registering a growth of 9.70%. Profit before exceptional items and tax was at '' 10.40 crores as against '' 178.38 crores in the previous year. Profit after Tax for the year under review was at '' 28.02 crores as against '' 160.93 crores in the previous year.

Consolidated

During the financial year ended March 31, 2024, revenue from Operations was '' 2,244.96 crores as against '' 2,082.32 crores during the previous year, registering a growth of 7.81%. Profit before exceptional items and tax was at '' 50.78 crores as against '' 228.74 crores in the previous year. Profit after Tax for the year under review was at '' 54.28 crores against a profit of '' 152.34 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, forming part of this Annual Report.

EXPORTS AND INTERNATIONAL OPERATIONS

During the year, although International business was under pressure due to renewed headwinds arising out of global challenges, we were able to achieve a reasonable revenue from Exports during the year. We were able to extend our footprint in UK, after a long hiatus and are poised for good growth in the coming years.

With the Middle East being disturbed due to tensions in the region, our Exports sales have taken a drop there. The global undertone on slowdowns and recession have resulted in slower sales in other countries too, especially in Europe and Southeast Asia. With Currency devaluations and China coming back to usual on the supply front, we have faced issues in economically weaker countries.

ANNUAL RETURN

In terms of Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at http://www.vipindustries.co.in/financial-information.php.

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.

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended March 31, 2024, 7 (Seven) Board meetings were held with a minimum of one meeting in each quarter and the gap between two consecutive Board meetings was less than one hundred and twenty days. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Under the requirements of Section 134(3)(c) of the Companies Act, 2013 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, 2024, 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, 2024, and of the profit and loss of your Company for that period;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records by the provisions of the Companies Act, 2013 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, 2024, 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.

DECLARATION OF INDEPENDENT DIRECTORS

Under section 134(3)(d) of the Act, your Company confirms having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for the selection and appointment of Directors, Key Managerial Personnel, and Senior Management Personnel and their remuneration. This policy formulates the criteria for determining qualifications, competencies, positive attributes, and independence for the appointment of a Director (Executive/Non-Executive) and the criteria for determining the remuneration of the Directors, KMP, and

other employees. Nomination and Remuneration Policy of the Company has been displayed on the Company''s website at the link - http://www.vipindustries.co.in/policies.php

AUDITORS Statutory Auditors

At the 54^th Annual General Meeting of the Company held on 13^th August 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 Annual General Meeting till the conclusion of 59^th Annual General Meeting to be held in the year 2026. The Statutory Auditor(s) are not disqualified from continuing as Auditor(s) of the Company.

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.

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactments(s) thereof for the time being in force.

Secretarial Auditors

Under the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of your Company has reappointed M/s. Ragini Chokshi & Co., Company Secretaries in Practice to undertake the Secretarial Audit of your Company for the financial year 2024-25. The Secretarial Audit Report for the financial year 2023-24 forms part of this Annual Report and is annexed as Annexure “A” to the Board''s report. The Secretarial Audit does not contain any qualifications, reservations, or adverse remarks.

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

Details of guarantees given by the Company under Section 186 of the Companies Act, 2013 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, 2024, are set out in Note 7 and 8A to the Standalone Financial Statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has established a Policy for determining related party transactions. The Audit Committee oversees the related party transactions. Related Party Transaction Policy of the Company has been displayed on the Company''s website at the link - http://www.vipindustries.co.in/policies. php.

ALL contracts or arrangements entered into by the Company with ReLated Parties have been done at arm''s Length and are in the ordinary course of business.

Under Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as Annexure “B” to this report. Related Party disclosures as per IndAS have been provided in Note No. 44 of Standalone Financial Statements.

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 Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this AnnuaL Report.

COST RECORDS

The Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013.

RESERVES & DIVIDEND

During the year under review, the Company has not transferred any amount to the General Reserves. As of March 31, 2024, the Reserves and SurpLus (other equity) of the Company were at '' 588.36 crores including retained earnings of '' 316 crores.

Your Company paid an interim dividend during the financial year 2023-24 as per the details given hereunder:

Particulars	Date of Payment	Dividend '' Per Share	Dividend (%)
Interim Dividend	February 16, 2024	2.00	100%
Total		2.00	100%

Your Directors do not recommend any final dividend for the year 2023-24.

The Board has approved and adopted the Dividend Distribution Policy and the same has been displayed on the Company''s website at the Link - http://www.vipindustries. co.in/poLicies.php

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

There are no adverse materiaL changes or commitments that occurred after March 31, 2024, which may affect the financial position of the Company or may require disclosure.

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 Companies Act, 2013 read with RuLe 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure “C” as attached to this report.

RISK MANAGEMENT POLICY

The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organization structure with defined roLes and responsibiLities for risk management.

The processes and practices of risk management of the Company encompass risk identification, cLassification, and evaLuation and mitigation. The Company identifies aLL strategic, operationaL, and financiaL risks by assessing and anaLysing the Latest trends internaLLy and externaLLy and using it for risk management activities.

As a part of the Company''s strategic planning process, the Directors have reviewed the risk management poLicy and processes and also the risks faced by the Company and the corresponding risk mitigation plans deployed. The Company is on track with respect to its risk mitigation activities. The Risk Management & Business Responsibility and Sustainability Committee oversees the risk management framework.

CORPORATE SOCIAL RESPONSIBILITY

During the financiaL year 20232-24, your Company spent '' 1.75 Crores towards a Corporate Social Responsibility (CSR) which was more than the Statutory Limits required to be spent by the Company.

The CSR Committee of the Company comprises Mr. DiLip G. PiramaL (Chairman of the CSR Committee), Ms. Radhika PiramaL and Mr. Ramesh Damani.

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 2023-24 is in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate SociaL ResponsibiLity PoLicy) RuLes, 2014 and is annexed herewith as Annexure “D” to this Report. The CSR poLicy is pLaced on the Company''s website at http://www.vipindustries.co.in/poLicies.php.

BOARD EVALUATION

Pursuant to provisions of Section 178 of the Companies Act, 2013 and ReguLation 17 of the SEBI (Listing ObLigations and DiscLosure Requirements) ReguLations, 2015, the Board has carried out an annual evaluation of the performance of the Board, its Committees, and individual Directors.

Performance evaluation has been carried out as per the Nomination & Remuneration Policy of the Company.

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 put on the website of the Company at http://www.vipindustries.co.in/ policies.php.

The overall performance of the Chairman, Executive Directors, and Non-Executive Directors of the Company is satisfactory. The evaluation was based on parameters of performance, knowledge, analysis, quality of decisionmaking, etc.

DIRECTORS AND KEY MANAGERIAL

PERSONNEL

Retiring by rotation

Ms. Radhika Piramal (DIN: 02105221), Executive Vice Chairperson of your Company retires by rotation and being eligible offers herself for re-appointment. The Board recommends her re-appointment and the same forms part of the notice of Annual General Meeting. The disclosures required regarding re-appointment of Ms. Radhika Piramal pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting 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:

1. Ms. Neetu Kashiramka (DIN: 01741624) was appointed as Executive Director & Chief Financial Officer of the Company for a period of 5 (five) years w.e.f. May 8, 2023. The Members of the Company had approved the said appointment by passing an ordinary resolution at the 56^th Annual General Meeting of the Company held on August 2, 2023. Ms. Neetu Kashiramka was appointed as Managing Director- Designate & Chief Financial Officer w.e.f August 15, 2023, till November 13, 2023, and as Managing Director & Chief Financial Officer w.e.f November 14, 2023. The Members of the Company had approved the said appointments by passing an ordinary resolution by way of Postal Ballot on September 24, 2023. Consequent to the appointment of Mr. Manish Desai as Chief Financial Officer & Key Managerial Personnel, Ms. Neetu Kashiramka was re-designated as Managing Director of the Company w.e.f February 14, 2024.

2. During the year under review Dr. Suresh Surana (DIN: 00009757) was appointed as Non-Executive Independent Director of the Company for a period of 5 (five) years w.e.f. 7^th August, 2023, and Mr. Ashish Saha (DIN: 05173103) was appointed as Executive Director of the Company for 5 (five) years w.e.f. August 7, 2023. The Members of the Company had approved

the said appointments by passing an ordinary/special resolution by way of Postal Ballot on September 24, 2023.

3. Ms. Radhika Piramal (DIN 02105221) was reappointed as the Executive Vice Chairperson of the Company for 5 (Five) years w.e.f. April 7, 2024, Mr. Tushar Jani (DIN 00192621) and Mr. Ramesh Damani (DIN 00304347) were reappointed as an Independent Director of the Company for a second term of 5 (Five) consecutive years w.e.f. May 7, 2024. The Members of the Company had approved the said appointments by passing a special resolution by way of Postal Ballot on May 5, 2024.

4. Mr. Manish Desai was appointed as Chief Financial Officer & designated as Key Managerial Personnel of the Company w.e.f. February 14, 2024.

Resignation / Cessation

Mr. Anindya Dutta (DIN: 08256456), resigned from the post of Managing Director of the Company with effect from November 13, 2023. Your Directors place on record deep appreciation for the valuable services rendered by Mr. Anindya Dutta during his tenure with the Company.

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 subsidiary companies of the Company. All the subsidiaries of the Company are unlisted. As of March 31, 2024, VIP Industries BD Manufacturing Private Limited is classified as material subsidiary under SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015.

Accordingly, as of March 31, 2024, 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, is also included in this Annual Report in form AOC-1, presented in a separate section forming part of the financial statement. The financial statements of the subsidiary companies are available for inspection on the Company''s website - https:// vipindustries.co.in/ financial-information.php.

The Policy for determining “Material” subsidiaries has been displayed on the Company''s website - http://www. vipindustries.co.in/ policies.php

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits. Your Company does not have any unclaimed deposits as of March 31, 2024.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Company''s operations in the future.

INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate internal financial controls concerning the financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company''s policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

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

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.

FAMILIARISATION PROGRAMME

The Board members are provided with necessary documents/brochures, reports, and internal policies to enable them to familiarize themselves with your Company''s procedures and practices. Periodic presentations are made at the Board Meetings and the Committee Meetings, on business and performance updates of your Company, global business environment, business strategy, and risks involved. The details of programs for familiarisation for Independent Directors are posted on the website of the Company and can be accessed at http://www.vipindustries. co.in/corporate-governance.php.

Every new Independent Director of the Board is required to attend an orientation program to familiarize the new inductees with the strategy, operations, and functions of your Company. The Executive Directors/Senior Management personnel make presentations to the inductees about your Company''s strategy, operations, products, markets,

finance, human resources, technology, quality, facilities, and risk management.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism Policy for your Directors, employees, and stakeholders to safeguard against the victimization of persons who use vigil mechanisms and report genuine concerns. The Audit Committee oversees the vigil mechanism complaints. The Vigil Mechanism Policy of the Company has been displayed on the Company''s website at the link - http:// www.vipindustries.co.in/policies.php.

PREVENTION OF SEXUAL HARASSMENT IN WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘the Act'') and Rules made thereunder, your Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Act. 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. During the year, no sexual harassment complaint was received by the Company. To build awareness in this area, the Company has been conducting programs continuously.

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 VIP 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 EASRP 2018 complies with the provisions of the SEBI (Shares Based Employee Benefit and Sweat Equity) Regulation, 2021.

Details of the ESAR granted under ESARP 2018 along with the disclosures in compliance with SEBI (Shares Based Employee Benefits and Sweat Equity) Regulations, 2021 are uploaded on the website of the Company at http://www. vipindustries.co.in/corporate- governance.php.

During the year under review, 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.

The Company has awarded 28,51,500 ESARs to the eligible employee(s) of the Company and its subsidiary(ies) under the ESARP Scheme 2018, which upon vesting shall convert into not more than 17,06,587 equity shares of the Company.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2024, stood at '' 28.39 crores.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2024, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

AUDIT COMMITTEE

As of March 31, 2024, the Audit Committee comprises Mr. Tushar Jani (Chairman of the Audit Committee), Ms. Radhika D. Piramal, Mr. Amit Jatia, and Mr. Suresh Surana. All the recommendations made by the Audit Committee were deliberated and accepted by the Board. For details of the meetings of the Committee, please refer to the Corporate Governance Report, which forms part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.

Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of your Company. The said information is available for inspection on the Company''s website - http://www. vipindustries.co.in and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.

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.

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 period under the review.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:

1. Your Directors'' Remuneration (including commission and variable pay) to the median remuneration of the employees of your Company for the year 2023-24 was as under:

	The ratio of remuneration of
Director''s Name	each Director to the median employees'' remuneration
Ms. Radhika Piramal	143X
Ms. Neetu Kashiramka*	110X
Mr. Anindya Dutta**	147X
Mr. Ashish Saha"	56X

2. The Percentage increase in remuneration of the Executive Vice Chairperson, Managing Director, Executive Director, Chief Financial Officer, and Company Secretary was as under:

Name	Designation	Increase / Decrease (%)
Ms. Radhika Piramal	Executive Vice Chairperson	349.23%
Ms. Neetu Kashiramka*	Managing Director	18.41%
Mr. Anindya Dutta**	Managing Director	49.72%
Mr. Ashish Saha"	Executive Director	7.99%
Mr. Manish Desai#	Chief Financial Officer	NA
Mr. Anand Daga@	Company Secretary & Head - Legal	54.19%

⁴ Ms. Neetu Kashiramka, Chief Financial Officer of the Company was appointed as Executive Director w.e.f May 8, 2023. Ms. Neetu Kashiramaka was further appointed as Managing Director- Designate w.e.f August 15, 2023 and as Managing Director & CFO w.e.f November 14, 2023 and as Managing Director w.e.f February 14, 2204. Increase in remuneration also includes perquisite value on the exercise of 50,000 EASRs during the year

** Mr. Anindya Dutta stepped down as Managing Director w.e.f November 13, 2023. Increase in remuneration also includes perquisite value on the exercise of 1,05,000 ESARs during the year.

" Mr. Ashish Saha was appointed as Executive Director w.e.f August 7, 2023. Increase in remuneration also includes perquisite value on the exercise of 25,000 ESARs during the year.

# Mr. Manish Desai was appointed as Chief Financial Officer of the Company w.e.f February 14, 2024.

@ Increase in remuneration also includes perquisite value on the exercise of 15,000 ESARs during the year.

The percentage increase in the median remuneration of employees for the financial year 2023-24 is around 3.13%. The percentage decrease in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.

3. The number of permanent employees on the rolls of the Company is 1,385 (excluding the employees of the Subsidiary companies).

4. The Percentage increase in salaries of the managerial personnel at the 50^th percentile is 10.02%.

The Percentage increase in salaries of the nonmanagerial personnel at the 50^th percentile is 4.28%.

5. The remuneration paid to the Directors is as per the Remuneration Policy of the Company.

During the year under review, no Managing Director / Wholetime Director of the Company receives any remuneration or commission from any of its subsidiaries.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.

---

Mar 31, 2023

Your Directors are pleased to present the 56^th Annual Report together with Audited Financial Statements and Auditor''s Report for the financial year ended March 31, 2023.

FINANCIAL RESULTS Particulars	Standalone Year Ended Year Ended 31.03.2023 31.03.2022		('' in Crores) Consolidated Year Ended Year Ended 31.03.2023 31.03.2022
Revenue from Operations	2,019.53	1,257.19	2082.32	1,289.51
Earning before depreciation,Interest and Tax	259.97	164.45	330.88	180.76
Finance cost	23.54	22.48	28.48	24.64
Depreciation and Amortisation expenses	58.05	58.12	73.66	69.96
Profit before tax and Exceptional/Extraordinary Items	178.38	83.85	228.74	86.16
Exceptional Item - Income/ (Expense)	15	-	(32.21)	-
Profit Before Tax / Loss	193.38	83.85	196.53	86.16
Tax expenses	32.45	20.12	44.19	19.23
Profit / Loss for the year	160.93	63.73	152.34	66.93

OVERALL PERFORMANCE AND OUTLOOK Standalone

During the financial year ended March 31, 2023, revenue from Operations was '' 2,019.53 crores as against '' 1,289.51 crores during previous year, registering a growth of 60.64%. Profit before exceptional items and tax was at '' 178.38 crores as against '' 83.85 crores in the previous year. Profit after Tax for the year under review was at '' 160.93 crores as against '' 63.73 crores in the previous year.

Consolidated

During the financial year ended March 31, 2023, revenue from Operations was '' 2,082.32 crores as against '' 1289.51 crores during previous year, registering a growth of 61.48%. Profit before exceptional items and tax was at '' 228.74 crores as against '' 86.16 crores in the previous year. Profit after Tax for the year under review was at '' 152.34 crores against profit of '' 66.93 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, forming part of this Annual Report.

EXPORTS AND INTERNATIONAL OPERATIONS

During the year, International business has increased considerably as compared to the previous financial year. The Company has further strengthen relationship with various customers in Middle East, Asia and Europe.

ANNUAL RETURN

In terms of Section 134(3)(a), and Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies

(Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at http://www.vipindustries.co.in/financial-information.php.

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.

NUMBER OF MEETINGS OF THE BOARD

During the financial year ended March 31, 2023, 5 (Five) Board meetings were held with a minimum of one meeting in each quarter and the gap between two consecutive Board meetings was less than one hundred and twenty days. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to 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, 2023, 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 so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2023 and of the profit and 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 the provisions of the Companies Act, 2013 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, 2023, 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.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a Director (executive/non-executive) and the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other employees. Nomination and Remuneration Policy of the Company has been displayed on the Company''s website at the link - http:// www.vipindustries.co.in/policies.php

AUDITORS Statutory Auditors

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.

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactments(s) thereof for the time being in force.)

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of your Company have reappointed M/s. Ragini Chokshi & Co., Company Secretaries in Practice to undertake the Secretarial Audit of your Company for the financial year 2023-24. The Secretarial Audit Report for the financial year 2022-23 forms part of this Annual Report and is annexed as Annexure “A” to the Board''s report. The observation of Secretarial Auditor or are self-explanatory and do not call for any further comments, reservations or adverse remarks.

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

Details of guarantees given by the Company under Section 186 of the Companies Act, 2013 are set out in Note 50 to the Standalone Financial Statement of the Company. Details of investments made under Section 186 of the Act as on March 31, 2023 are set out in Note 7 and 8A to the Standalone Financial Statement of the Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has established a Policy for determining related party transactions. The Audit Committee oversees the related party transactions. Related Party Transaction Policy of the Company has been displayed on the Company''s website at the link - http://www.vipindustries.co.in/policies. php.

All contracts or arrangements entered into by the Company with Related Parties have been done at arm''s length and are in the ordinary course of business.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as Annexure “B” to this report. Related Party disclosures as per IndAS have been provided in Note No. 44 of Standalone Financial Statements.

STATE OF COMPANY''S AFFAIRS

Discussion on state of 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 Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

COST RECORDS

The Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013.

RESERVES & DIVIDEND

During the year under review, the Company has not transferred any amount to the General Reserves. As on March 31, 2023, Reserves and Surplus (other equity) of the Company were at '' 578.73 crores including retained earnings of '' 315.13 crores.

Your Company had paid two interim dividends during the financial year 2022-23 as per details given hereunder:

Particulars	Date of Payment	Dividend '' Per share	Dividend (%)
1st Interim Dividend	November 17, 2022	2.50	125%
2nd Interim Dividend	February 14, 2023	2.00	100%
Total		4.50	225 %

Your Directors do not recommend any final dividend for the year 2022-23.

The Board has approved and adopted the Dividend Distribution Policy and the same has been displayed on the Company''s website at the link - http://www.vipindustries. co.in/policies.php

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

There are no adverse material changes or commitments occurred after March 31, 2023 which may affect the financial position of the Company or may require disclosure.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure “C” as attached to this report.

RISK MANAGEMENT POLICY

The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organisation structure with defined roles and responsibilities for risk management.

The processes and practices of risk management of the Company encompass risk identification, classification and

evaluation. 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.

As a part of the Company''s strategic planning process, the Directors have reviewed the risk management policy and processes and also the risks faced by the Company and the corresponding risk mitigation plans have been deployed. The Company is on track in respect of its risk mitigation activities. The Risk Management & Business Responsibility and Sustainability Committee overseas the risk management process.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2022-23, your Company incurred Corporate Social Responsibility (CSR) expenditure of '' 2.01 Crores which was more than Statutory limits required to be spent by the Company.

CSR Committee of the Company comprises of Mr. Dilip G. Piramal (Chairman of CSR Committee), Ms. Radhika Piramal and Mr. Ramesh Damani.

The Annual Report on CSR activities that includes details about CSR Policy developed and implemented by the Company and CSR initiatives taken during the financial year 2022-23 is in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed herewith as Annexure “D” to this Report. The CSR policy is placed on the Company''s website at http://www.vipindustries.co.in/policies.php.

BOARD EVALUATION

Pursuant to provisions of Section 178 the Companies Act, 2013 and the Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of the performance of the Board, its Committees and of individual Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy of the Company.

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 put upon the website of the Company at the http://www.vipindustries. co.in/policies.php.

The overall performance of Chairman, Executive Directors and Non-Executive Directors of the Company is satisfactory. The review of performance was based on criteria of performance, knowledge, analysis, quality of decision making etc.

DIRECTORS AND KEY MANAGERIAL

PERSONNEL

Retiring by rotation

Mr. Anindya Dutta (DIN: 08256456), Managing Director of your Company retires by rotation 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. The disclosures required regarding re-appointment of Mr. Anindya Dutta pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.

Appointment

Ms. Neetu Kashiramka, (DIN: 01741624) Chief Financial Officer of the Company was appointed as Executive Director & Chief Financial Officer of the Company for a period of five years, w.e.f May 8, 2023, liable to retire by rotation, subject to approval of members at ensuing Annual General Meeting.

The Board recommends her appointment and the same forms part of the notice of Annual General Meeting. The disclosures required regarding appointment of Ms. Neetu Kashiramka pursuant to Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.

NAME OF THE COMPANIES WHICH HAVE BECOME/CEASED TO BE SUBSIDIARIES, JOINT VENTURE 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 subsidiary companies of the Company. All the subsidiaries of the Company are unlisted. As on March 31, 2023, VIP Industries BD Manufacturing Private Limited and VIP Luggage BD Private Limited are classified material subsidiaries pursuant to SEBI (Listing Obligations & Disclosures Requirements) Regulations, 2015.

Accordingly, as on March 31, 2023, the Company has 1 Indian and 4 overseas wholly owned Subsidiaries.

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

A statement containing the salient features of financial statements of subsidiaries as per 129(3) of the Act, is also included in this Annual Report in form AOC-1, presented in separate section forming part of the financial statement. The financial statements of the subsidiary companies are

available for inspection on the Company''s website - https:// vipindustries.co.in/ financial-information.php.

The Policy for determining “Material” subsidiaries has been displayed on the Company''s website - http://www. vipindustries.co.in/ policies.php

DEBENTURES

In the FY 2022-23, the Company had redeemed 500 Rated, Listed, Secured, Redeemable Non-Convertible Debentures (NCD''s) having face value of '' 10,00,000 (Rupees Ten lakhs only) each, of the aggregate nominal value of '' 50,00,00,000 (Rupees Fifty Crores only) and made the entire principal repayment of '' 50 crore during the financial year under review.

The Company has complied with all the applicable provisions of the Listing Regulations with respect to the said listed NCDs.

During the year under review, CRISIL Ratings has reaffirmed its ‘CRISIL AA/Stable/CRISIL A1 '' ratings to the NonConvertible Debentures (NCD) programme and bank facilities of the Company.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits. Your Company does not have any unclaimed deposit as at March 31, 2023.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Company''s operations in future.

INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate internal financial controls with reference to the financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company''s policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

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

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

SEBI, vide Notification No. SEBI/HO/CFD/CMD-2/P/ CIR/2021/562 dated May 10, 2021, replaced ‘Business Responsibility Report'' with ‘Business Responsibility and Sustainability Report'' (BRSR) and has mandated companies to submit the BRSR for FY 2023 onwards. BRSR as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.

FAMILIARISATION PROGRAMME

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Company''s procedures and practices. Periodic presentations are made at the Board Meetings and the Committee Meetings, on business and performance updates of your Company, global business environment, business strategy and risks involved. The details of programmes for familiarisation for Independent Directors are posted on the website of the Company and can be accessed at http://www.vipindustries.co.in/corporate-governance.php.

Every new Independent Director of the Board is required to attend an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management personnel make presentations to the inductees about your Company''s strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism Policy for your Directors, employees and stakeholders to safeguard against victimization of persons who use vigil mechanism and report genuine concerns. The Audit Committee oversees the vigil mechanism complaints. The Vigil Mechanism Policy of the Company has been displayed on the Company''s website at the link - http://www.vipindustries.co.in/policies. php.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘the Act'') and Rules made thereunder, your Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment Act. 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. During the year, no sexual harassment complaint was received by the Company. In order to build awareness in this area, the Company has been conducting programmes on a continuous basis.

EMPLOYEE STOCK APPRECIATION RIGHT (ESAR)

Pursuant to the approval of the Members at the Annual General Meeting held on July 17, 2018, the Company adopted VIP Employee Stock Appreciation Rights Plan 2018 (“ESARP 2018”/ “Plan”). In accordance with 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 SEBI (Shares Based Employee Benefits and Sweat Equity), 2021.

Detail of the ESAR granted under ESARP 2018 along with the disclosures in compliance with SEBI (Shares Based Employee Benefits and Sweat Equity) Regulations, 2021 are uploaded on the website of the Company at http://www. vipindustries.co.in/corporate- governance.php.

The Company has awarded 13,05,000 ESARs to the eligible employee(s) of the Company and its subsidiary(ies) under the ESARP Scheme 2018, which upon vesting shall convert into not more than 7,06,587 equity shares of the Company.

The Company has further proposed to grant ESARs to the employees of the Company with a view to motivate the key work force seeking their contribution to the corporate growth, to create an employee ownership culture, to attract new talents, and to retain them for ensuring sustained growth. Considering the increase in the share price of the Company, the said limit of 7,06,587 equity shares shall be inadequate upon exercising of ESAR by all the grantees.

Accordingly, the Company has at its Board Meeting held on May 8, 2023, subject to approval of shareholders, approved the increase in 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 face value of '' 2/ each fully paid up.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on March 31, 2023 stood at '' 28.33 crores.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity other than shares issued under VIP Employee Stock Appreciation RIghts Plan, 2018. As on March 31, 2023, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

AUDIT COMMITTEE

As on March 31, 2023, the Audit Committee comprises of Mr. Tushar Jani (Chairman of Audit Committee), Mr. Amit Jatia and Ms. Radhika Piramal. All the recommendations made by the Audit Committee were deliberated and

accepted by the Board. For details of the meetings of the Committee, please refer to the Corporate Governance Report, which forms part of this Report.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.

Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of your Company. The said information is available for inspection on the Company''s website - http://www. vipindustries.co.in and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.

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 onetime settlement with any Bank or Financial Institution during the period under the review.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:

1. Your Directors'' Remuneration (including commission and variable pay) to the median remuneration of the employees of your Company for the year 2022-23 was as under:

Director''s Name	Ratio of remuneration of each Director to the median employees'' remuneration
Ms. Radhika Piramal	41X
Mr. Anindya Dutta	125X

2. The Percentage increase in remuneration of Executive Vice Chairperson, Managing Director, Chief Financial Officer and Company Secretary were as under:

Name	Designation	Increase / Decrease (%)
Ms. Radhika Piramal	Executive Vice Chairperson	-47.07%
Mr. Anindya Dutta	Managing Director	17.97%
Ms. Neetu Kashiramka #	Chief Financial Officer	31.73%
Mr. Anand Daga	Company Secretary & Head - Legal	1.07%

# Ms. Neetu Kashiramka was appointed as the Additional Director (Executive) of the Company w.e.f. May 8, 2023, subject to approval of shareholders at ensuing Annual General Meeting . Since her appointment is made as Executive Director in financial year 2023-24, the remuneration for financial year 2022-23 consist of remuneration paid to her as Chief Financial Officer. Increase in remuneration also includes perquisite value on exercise of 50,000 EASRs during the year.

The percentage increase in the median remuneration of employees for the financial year 2022-23 is around 18.53%. The percentage increase in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.

3. The number of permanent employees on the rolls of the Company is 1,304 (excluding the employees of the Subsidiary companies).

4. The Percentage increase in salaries of the managerial personnel at 50^th percentile is 16.02%.

The Percentage increase in salaries of the nonmanagerial personnel at 50^th percentile is 16.98%.

5. The remuneration paid to the Directors is as per the Remuneration Policy of the Company.

During the year under review, no Managing Director / Whole-time Director of the Company are in receipt of any remuneration or commission from any of its subsidiaries.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.

By Order of the Board of Directors Dilip G. Piramal

Place: Mumbai Chairman

Dated: May 8, 2023 (DIN No. 00032012)

60

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Mar 31, 2022

Your Directors are pleased to present the 55^th Annual Report together with Audited Financial Statements and Auditor''s Report for the financial year ended March 31, 2022.

FiNANCiAL RESULTS

('' in Crores)
Particulars	Standalone		Consolidated
	Year Ended 31.03.2022	Year Ended 31.03.2021	Year Ended 31.03.2022	Year Ended 31.03.2021
Revenue from Operations	1,257.19	613.22	1,289.51	618.56
Profit before depreciation, Interest and Tax	164.45	(17.52)	180.76	(16.92)
Finance cost	22.48	28.34	24.64	29.75
Depreciation and Amortisation expenses	58.12	67.03	69.96	77.94
Profit before tax and Exceptional/ Extraordinary Items	83.85	(112.89)	86.16	(124.61)
Profit Before Tax / Loss	83.85	(112.89)	86.16	(124.61)
Tax expenses	20.12	(28.36)	19.23	(27.12)
Profit / Loss for the year	63.73	(84.53)	66.93	(97.49)

OVERALL PERFORMANCE AND OUTLOOK

Standalone

During the financial year ended March 31, 2022, revenue from Operations was '' 1,257.19 crores as against '' 613.22 crores during previous year, registering a growth of 105.01%. Profit before exceptional items and tax was at '' 83.85 crores as against loss of '' 112.89 crores in the previous year. Profit after Tax for the year under review was at '' 63.73 crores against loss of '' 84.53 crores in the previous year.

Consolidated

During the financial year ended March 31, 2022, revenue from Operations was '' 1,289.51 crores as against '' 618.56 crores during previous year, registering a growth of 108.47%. Profit before exceptional items and tax was at '' 86.16 crores as against loss of '' 124.61 crores in the previous year. Profit after Tax for the year under review was at '' 66.93 crores against loss '' 97.49 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, forming part of this Annual Report.

EXPORTS AND INTERNATIONAL OPERATIONS

During the year, International business grown substantially as compared to the previous financial year. The Company has started focusing on international business and is

expecting to show results in international business in next few years and the Company has developed good business relationship with various customers in gulf and other countries.

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://www.vipindustries.co.in/financial-information.php

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.

NUMBER OF MEETiNGS OF THE BOARD

During the financial year ended March 31, 2022, 6 (six) Board meetings were held with a minimum of one meeting in each quarter and the gap between two consecutive Board meetings was less than one hundred and twenty days. For details of the meetings of the Board, please refer to the Corporate Governance Report, which forms part of this report.

DiRECTORS'' RESpONSiBiLiTY Statement

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, based on their knowledge and

belief and the information and explanations obtained, your Directors confirm that:

(a) i n the preparation of the annual accounts for the year ended March 31, 2022, 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 so as to give a true and fair view of the state of affairs of the Company for the financial year ended March 31, 2022 and of the profit and 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 the provisions of the Companies Act, 2013 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, 2022, 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.

DECLARATiON OF iNDEPENDENT DIRECTORS

Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION POLICY

The Board has on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a Director (executive/non-executive) and also the criteria for determining the remuneration of the Directors, KMP and other employees. Nomination and Remuneration Policy of the Company has been displayed on the Company''s website at the link - https://www.vipindustries. co.in/policies.php

AUDITORS

Statutory Auditors

In the Annual General Meeting (AGM) held on August 13, 2021, M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants, (Firm Registration No. 012754N/ N500016) have been re-appointed for second term as Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of 54^th AGM till the conclusion of 59^th AGM of the Company to be held in the financial year 2025-26.

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.

The Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143 (12) of the Companies Act, 2013 (including any statutory modification(s) or re-enactments(s) thereof for the time being in force.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors of your Company have reappointed M/s. Ragini Chokshi & Co., Company Secretaries in Practice to undertake the Secretarial Audit of your Company for the financial year 2022-23. The Secretarial Audit Report for the financial year 2021-22 forms part of this Annual Report and is annexed as Annexure “A” to the Board''s report. The observation of Secretarial Audit or are self explanatory and do not call for any further comments, reservations or adverse remarks.

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

There were no loans or guarantees made by the Company under Section 186 of the Companies Act, 2013 (the Act) during the year under review. Details of investments made under the provisions of Section 186 of the Act as on March 31, 2022 are set out in Note 7 and 8A to the Standalone Financial Statement of the Company.

particulars of contracts or arrangements

WITH RELATED pARTIES

Your Company has established a Policy for determining related party transactions. The Audit Committee oversees the related party transactions. Related Party Transaction Policy of the Company has been displayed on the Company''s website at the link - https://www.vipindustries. co.in/policies.php.

All contracts or arrangements entered into by the Company with Related Parties have been done at arm''s length and are in the ordinary course of business.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as Annexure “B” to this report. Related Party disclosures as per IndAS have been provided in Note No. 44 of Standalone Financial Statements.

STATE OF COMPANY''S AFFAiRS

Discussion on state of 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 Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

COST RECORDS

The Company is not required to maintain cost records under Section 148(1) of the Companies Act, 2013.

RESERVES & DiViDEND

During the year under review, the Company has not transferred any amount to the General Reserves. As on March 31, 2022, Reserves and Surplus (other equity) of the Company were at '' 476.96 crores including retained earnings of '' 219.86 crores. Your Company had paid in March, 2022, an interim dividend of '' 2.50 per equity share of '' 2/- each (125%) for the financial year 2021-22. Your Directors do not recommended any final dividend for the year 2021-22.

The Board has approved and adopted the Dividend Distribution Policy and the same has been displayed on the Company''s website at the link - https://www.vipindustries. co.in/policies.php

MATERiAL CHANGES AND COMMiTMENTS, iF ANY, AFFECTiNG THE FiNANciAL poSiTioN oF THE COMpANY

There are no adverse material changes or commitments occurred after March 31, 2022 which may affect the financial position of the Company or may require disclosure.

coNSERVATioN oF Energy, Technology ABSoRpTioN AND FoREiGN EXcHANGE EARNiNGS AND oUTGo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure “C” as attached to this report.

RiSK MANAGEMENT poLicY

The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure

of the Company is a formal organisation structure with defined roles and responsibilities for risk management.

The processes and practices of risk management of the Company encompass risk identification, classification and evaluation. 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.

As a part of the Company''s strategic planning process, the Directors have reviewed the risk management policy and processes and also the risks faced by the Company and the corresponding risk mitigation plans deployed. The Company is on track in respect of its risk mitigation activities. The Risk Management Committee overseas the risk management process.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) expenditure incurred by your Company during the financial year 2021-22 was '' 1.57 Crores which was of the average profit for the last three financial years.

CSR Committee of the Company comprises of Mr. Dilip G. Piramal (Chairman of CSR Committee), Ms. Radhika Piramal and Mr. Ramesh Damani.

The Annual Report on CSR activities that includes details about CSR Policy developed and implemented by the Company and CSR initiatives taken during the financial year 2021-22 is in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed herewith as Annexure “D” to this Report. The CSR policy is placed on the Company''s website at https://www.vipindustries. co.in/policies.php.

BoARD EVALUATioN

Pursuant to provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual evaluation of the performance of the Board, its Committees and of individual Directors. Performance evaluation has been carried out as per the Nomination & Remuneration Policy of the Company.

DiREcToRS AND KEY MANAGERiAL pERSoNNEL

Retiring by rotation

Mr. Dilip G. Piramal (DIN-00032012), Chairman of your Company retires by rotation 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. The disclosures required regarding appointment / re-appointment Mr. Dilip G. Piramal pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard on General

Meeting issued by The Institute of Company Secretaries of India are given in the Notice of AGM, forming part of the Annual Report.

During the year under review, Mr. D. K. Poddar ceased to be Independent Director of the Company with effect from close of business hours of July 9, 2021 due to completion of tenure of appointment. The Board places on record its appreciation for the great contribution made by Mr. D. K. Poddar in the progress of the Company.

NAME OF THE COMPANiES WHiCH HAVE BECOME/ CEASED TO BE SUBSiDiARiES, JOiNT VENTURE 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 subsidiary companies of the Company. All the subsidiaries companies of the Company are not material and unlisted, pursuant to SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

Accordingly, as on March 31, 2022, the Company has 1 Indian and 4 overseas wholly owned Subsidiaries.

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

A statement containing the salient features of financial statements of subsidiaries as per 129(3) of the Act, is also included in this Annual Report in form AOC-1, presented in separate section forming part of the financial statement. The financial statements of the subsidiary companies are available for inspection on the Company''s website -https://www.vipindustries.co.in/financial-information.php.

The Policy for determining “Material” subsidiaries has been displayed on the Company''s website - https:// www.vipindustries.co.in/policies.php

DEBENTURES

In the FY 2020-21, the Company has raised funds through issue of 1000 and 500 Fully Paid, Rated, Listed, Secured, Redeemable, Non-Convertible Debentures (NCD''s) having face value of '' 10,00,000 each, of the aggregate Nominal Value of '' 100 crore and '' 50 crore respectively on a Private Placement basis. The Company has redeemed secured NCDs amounting to '' 100 crore before their maturity and made the entire principle repayment of '' 100 crore during the financial year under review. The outstanding NCDs of '' 50 crore is listed on the Wholesale Debt Market segment of the BSE Limited. Interest on the said NCD''s is paid on time as per the relevant provisions of the Companies Act, 2013 and the Listing Regulations.

The Company has complied with all the applicable provisions of the Listing Regulations with respect to the said listed debentures.

During the year under review, CRISIL Ratings has reaffirmed its ‘CRISIL AA/Stable'' ratings to the Non-Convertible Debentures (NCD) programme and bank facilities of the Company.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits. Your Company does not have any unclaimed deposit as at March 31, 2022.

significant and material orders

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Company''s operations in future.

iNTERNAL FiNANCiAL CONTROLS

Your Company has put in place adequate internal financial controls with reference to the financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company''s policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

REpORT ON CORpORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Business Responsibility Report as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.

FAMiLiARiSATiON pROGRAMME

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Company''s procedures and practices. Periodic presentations are made at the Board Meetings and the Committee Meetings, on business and performance updates of your Company, global business environment, business strategy and risks involved. The details of programmes for familiarisation for Independent Directors are posted on the website of the Company and can be accessed at https:// www.vipindustries.co.in/corporate-governance.php.

Every new Independent Director of the Board is required to attend an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management personnel make presentations to the inductees about your Company''s strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.

ViGiL MECHANiSM

Your Company has established a Vigil Mechanism Policy for your Directors, employees and stakeholders to safeguard against victimization of persons who use vigil mechanism and report genuine concerns. The Audit Committee oversees the vigil mechanism complaints. The Vigil Mechanism Policy of the Company has been displayed on the Company''s website at the link - https:// www.vipindustries.co.in/policies.php.

PREVENTiON OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (‘the Act'') and Rules made thereunder, your Company has complied with provisions relating to the constitution of the Internal Complaints Committee under the Sexual Harassment Act. 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. During the year, no sexual harassment complaint was received by the Company. In order to build awareness in this area, the Company has been conducting programmes on a continuous basis.

EMPLOYEE STOCK APPRECiATiON RiGHT (ESAR)

Pursuant to the approval of the Members at the Annual General Meeting held on July 17, 2018, the Company adopted VIP Employee Stock Appreciation Rights Plan, 2018 (“ESARP 2018”/ “Plan”). In accordance with 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 SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

Detail of the ESAR granted under ESARP 2018 along with the disclosures in compliance with SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are uploaded on the website of the Company at https://www.vipindustries.co.in/investor-information.php.

The Company has awarded 2,85,000 ESARs to the eligible employee(s) of the Company and its subsidiary(ies) under

the ESARP Scheme 2018, which upon vesting shall convert into not more than 7,06,587 equity shares of the Company.

SHARE CAPiTAL

The paid-up Equity Share Capital of the Company as on March 31, 2022 stood at '' 28.29 crores. During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2022, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

AUDiT cOMMITTEE

The Audit Committee comprises of Mr. Tushar Jani (Chairman of Audit Committee), Mr. Dilip G. Piramal and Mr. Amit Jatia. All the recommendations made by the Audit Committee were deliberated and accepted by the Board. For details of the meetings of the Committee, please refer to the Corporate Governance Report, which forms part of this Report.

PARTiCULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.

Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of your Company. The said information is available for inspection at the registered office of the Company and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.

REMUNERATION RATIO OF THE DIRECTORS / Key Managerial PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:

1. Your Directors'' Remuneration (including commission and variable pay) to the median remuneration of the employees of your Company for the year 2021-22 was as under:

Director''s Name	Ratio of remuneration of each Director to the median
	employees'' remuneration
Ms. Radhika Piramal	93X
Mr. Anindya Dutta	122X

2. The Percentage increase in remuneration of Executive Vice Chairperson, Managing Director, Chief Financial Officer and Company Secretary were as under:
Name	Designation	Increase / Decrease (%)
Ms. Radhika Piramal	Executive Vice Chairperson	76
Mr. Anindya Dutta	Managing Director	943 #
Ms. Neetu Kashiramka	Chief Financial Officer	127
Mr. Anand Daga	Company Secretary & Head - Legal	118

# Mr. Anindya Dutta was appointed as the Managing Director of the Company w.e.f. February 1,2021. Hence, his remuneration for the financial year 2020-21 is for a period of 2 months only vis-a-vis remuneration of 12 months for the financial year 2021-22. Further, in the financial year 2021-22 remuneration of Mr. Anindya Dutta also includes the perquisite value of stock options excercised by him, hence the % increase in the remuneration is substantially higher.

3. The percentage decrease in the median remuneration of employees for the financial year 2021-22 is around 37%. The percentage decrease in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.

4. The number of permanent employees on the rolls of the Company is 3754 (excluding the employees of the Subsidiary companies).

5. The Percentage decrease in salaries of the managerial personnel at 50^th percentile is 34%. The Percentage decrease in salaries of the non-managerial personnel at 50^th percentile is 36%.

6. The remuneration paid to the Directors is as per the Remuneration Policy of the Company.

During the year under review, no Managing Director / Whole-time Director of the Company are in receipt of any remuneration or commission from any of its subsidiaries.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.

By Order of the Board of Directors Dilip G. Piramal

Place: Mumbai Chairman

Dated: 16^th May, 2022 (DIN No. 00032012)

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Mar 31, 2018

The Directors are pleased to present the 51st Annual Report together with the Audited Annual Accounts of your Company for the year ended 31^st March, 2018.

FINANCIAL RESULTS (Consolidated) (Rs, in Crores)

Particulars	Year Ended 31.03.2018	Year Ended 31.03.2017
Revenue from Operations	1416.34	1282.57
Profit before depreciation, Interest and Tax	202.68	139.89
Finance cost	0.30	0.68
Depreciation and Amortisation expenses	12.85	13.61
Profit before tax	189.53	125.60
Tax expenses	62.78	40.39
Profit for the year	126.75	85.21

OVERALL PERFORMANCE AND OUTLOOK

During the financial year ended 31st March, 2018, revenue from Operations was Rs, 1416.34 crores as against Rs, 1282.57 crores during previous year, registering a growth of 10.43%. Profit before exceptional items and tax was at Rs, 189.53 crores as against Rs, 125.60 crores in the previous year. Profit after Tax for the year under review was at Rs, 126.75 crores against Rs, 85.21 crores in the previous year.

A detailed analysis of the operations of your Company during the year under report is included in the Management Discussion and Analysis Report, forming part of this Annual Report.

EXPORTS AND INTERNATIONAL OPERATIONS

Due to subdued market conditions in UK, Europe and Asia Pacific, the International Business of the Company declined during the year.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is annexed herewith as Annexure “A”. 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.

NUMBER OF MEETINGS OF THE BOARD

Your Company’s Board of Directors met five times during the financial year under review. The details of which are given in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to 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 31^st March, 2018, 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 so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31 ^st March, 2018 and of the profit and 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 the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) annual accounts for the financial year ended 31^st March, 2018, 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.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a Director (executive / non-executive) and also the criteria for determining the remuneration of the Directors, KMP and other employees. Nomination and Remuneration Policy of the Company has been displayed on the Company’s website at the link -http://www.vipindustries.co.in/policies.php AUDITORS Statutory Auditors

At the 49^th Annual General Meeting held on 28^th July, 2016, M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm Registration No.012754N/N500016) were appointed as Statutory Auditors of the Company to hold office for a term of 5 years commencing from the conclusion of 49^th Annual General Meeting till the conclusion of 54^th Annual General Meeting, subject to ratification of appointment by the Members of the Company in each Annual General Meeting.

The Companies (Amendment) Act, 2017 published in the Gazette of India on January 3, 2018, amended few sections of Companies Act, 2013 including omission of first proviso to Section 139(1) of Companies Act 2013 which provided for ratification of appointment of Statutory Auditors by members at every AGM. The amendment to said section is already effective from May 7, 2018.

In view of the above, the Board of Directors of Company have proposed partial modification of previous resolution of the members passed at the 49^th AGM of the Company on appointment of Statutory Auditors and recommended to continue appointment of M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants, (Firm Registration No. 012754N/N500016), as Statutory Auditors of the Company for the period of five years commencing from the conclusion of 49^th AGM till the conclusion of 54^th AGM of the Company, without seeking any further ratification of their appointment from members at this AGM and ensuing AGMs till the tenure of the Statutory Auditors.

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 provisions of Section 204 of the Companies Act, 2013, the Board of Directors of your Company have re-appointed M/s. Ragini Chokshi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of your Company for the financial year 2018-19. The Secretarial Audit Report for the financial year 2017-18 forms part of this Annual Report and is appended as Annexure “B” to the Board’s report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

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

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has established a Policy for determining related party transactions. The Audit Committee oversees the related party transactions. Related Party Transaction Policy of the Company has been displayed on the Company’s website at the link - www.vipindustries.co.in

All contracts or arrangements entered into by the Company with Related Parties have been done at arm’s length and are in the ordinary course of business.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as Annexure “C” to this report. Related Party disclosures as per IndAS have been provided in Note No. 46 of Standalone Financial Statements.

STATE OF COMPANY’S AFFAIRS

Discussion on state of 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 Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

RESERVES & DIVIDEND

During the year under review, as well as during the previous year, the Company has not transferred any amount to the General Reserves. As on 31^st March, 2018, Reserves and Surplus of the Company were at Rs, 443.68 crores. An amount of 200.71 crores is proposed to be retained as surplus in the statement of Profit & Loss.

Your Directors are pleased to recommend for your consideration, a final dividend of Rs, 2/- (Rupee T wo only) per equity share of Rs, 2 each (previous year Rs, 1.60 per equity share of Rs, 2 each) for the financial year 2017-18. Your Company had paid in February, 2018, an interim dividend of Rs, 1.00 (Rupee One only) per equity share of Rs, 2 each for the financial year 2017-18. Accordingly, the total dividend declared/recommended by your Company for the financial year 2017-18 is Rs, 3/- (Rupees Three only) per equity share of Rs, 2 each (previous year Rs, 2.40 per equity share of Rs, 2 each). Your Company proposes a higher dividend compared to previous year as your Company has earned good profit during the financial year 2017-18.

The Board has approved and adopted the Dividend Distribution Policy and the same is annexed herewith as Annexure “D” to this report.

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

There are no adverse material changes or commitments occurred after 31^st March, 2018 which may affect the financial position of the Company or may require disclosure.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure “E” as attached to this report.

RISK MANAGEMENT POLICY

The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organisation structure with defined roles and responsibilities for risk management.

The processes and practices of risk management of the Company encompass risk identification, classification and evaluation. 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. As a part of the Company’s strategic planning process, the Directors have reviewed the risk management policy and processes and also the risks faced by the Company and the corresponding risk mitigation plans deployed. The Company is on track in respect of its risk mitigation activities.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) expenditure incurred by your Company during the financial year 2017-18 was Rs, 1.82 crores which was equal to the statutory requirement of 2% of the average profit for the last three financial years.

CSR Committee of the Company comprises of Mr. D. K. Poddar (Chairman of CSR Committee), Mr. Dilip G. Piramal, and Ms. Radhika Piramal.

The Annual Report on CSR activities that includes details about CSR Policy developed and implemented by the Company and CSR initiatives taken during the financial year 2017-18 is in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed herewith as Annexure “F” to this Report. BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. Performance evaluation has been carried out as per the Nomination & Remuneration Policy of the Company.

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS

Mr. Vijay Kalantri has resigned from the Directorship of the Company vide resignation letter dated 10^th April, 2018, which was received by the Company on 13^th April, 2018.

Mr. Dilip G. Piramal, Chairman and Managing Director of your Company retires by rotation and being eligible offers himself for re-appointment.

DETAILS OF APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONNEL

Mr. Sudip Ghose was appointed as Chief Executive Officer of the Company with effect from 1^st April, 2018.

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

VIP Industries Bangladesh Private Limited and Blow Plast Retail Limited continued to be the wholly owned subsidiary companies of the Company.

During the year under review, VIP Industries BD Manufacturing Private Limited and VIP Luggage BD Private Limited have been incorporated as wholly owned subsidiaries of the Company.

During the year under review, no companies have become/ceased to be joint venture or associate companies of the Company. A statement containing the salient features of the financial of the financial statement of our subsidiaries in the prescribed format AOC-1 is presented in separate section forming part of the financial statement.

The Policy for determining “Material” subsidiaries has been displayed on the Company’s website at the link - www.vipindustries.co.in PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits. Your Company does not have any unclaimed deposit as at 31^st March, 2018.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Company’s operations in future.

INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate internal financial controls with reference to the financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company’s policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

REPORT ON CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

Business Responsibility Report as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.

FAMILIARISATION PROGRAMME

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Company’s procedures and practices. Periodic presentations are made at the Board Meetings and the Board Committee Meetings, on business and performance updates of your Company, global business environment, business strategy and risks involved. The details of programmes for familiarization for Independent Directors are posted on the website of the Company and can be accessed at www.vipindustries.co.in.

Every new Independent Director of the Board attends an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management personnel make presentations to the inductees about your Company’s strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism Policy for your Directors, employees and stakeholders to safeguard against victimization of persons who use vigil mechanism and report genuine concerns. The Audit Committee oversees the vigil mechanism complaints. The Vigil Mechanism Policy of the Company has been displayed on the Company’s website at the link - http://www.vipindustries.co.in/policies.php PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, your Company has formulated a Policy to prevent Sexual Harassment of Women at workplace and constituted Internal Complaints Committees (ICC). During the year, no cases alleging sexual harassment of Women at workplace has been received by ICC. SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31^st March, 2018 stood at Rs, 28.26 crores. During the year under review, the Company has not issued shares with differential voting rights not has granted any stock options or sweat equity. As on 31^st March, 2018, none of the Directors of the Company holds instruments convertible into equity shares of the Company. AUDIT COMMITTEE

The Audit Committee comprises of Mr. D. K. Poddar (Chairman of Audit Committee), Mr. Dilip G. Piramal, Mr. G. L. Mirchandani and Mr. Rajeev Gupta. All the recommendations made by the Audit Committee were deliberated and accepted by the Board.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report. Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of your Company. The said information is available for inspection at the registered office of your Company during working hours and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:

Sr. No.	Name	Designation	Remuneration paid for the Financial Year 2017-18 (? in Crores)
1	Mr. Dilip G. Piramal	Chairman and Managing Director	3.70
2	Ms. Radhika Piramal	Vice Chairperson and Executive Director	3.80
3	Mr. Ashish K. Saha	Director - Works	0.88
4.	Mr. Jogendra Sethi	Chief Financial Officer	1.50
5.	Mr. Anand Daga	Company Secretary & Head - Legal	0.45

1. Your Directors’ Remuneration (including commission and variable pay) to the median remuneration of the employees of your Company for the year 2017-18 was as under:

Director''s Name	Ratio of remuneration of each Director to the median employees’ remuneration
Mr. Dilip G. Piramal	114X
Ms. Radhika Piramal	119X
Mr. Ashish K. Saha	27X

2. The Percentage increase in remuneration of all Executive Directors, Chief Financial Officer and Company Secretary were as under:

Name	Designation	Increase
Mr. Dilip G. Piramal	Chairman and Managing Director	67%
Ms. Radhika Piramal	Vice Chairperson and Executive Director	7%
Mr. Ashish K. Saha	Director - Works	15.95%
Mr. Jogendra Sethi	Chief Financial Officer	15.00%
Mr. Anand Daga	Company Secretary & Head - Legal	12.00%

3. The percentage increase in the median remuneration of employees for the financial year 2017-18 is around 14.07%. The percentage increase in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.

4. The number of permanent employees on the rolls of the Company - 2099

5. The Percentage increase in salaries of the managerial personnel at 50^th percentile is 6.81 %. The Percentage increase in salaries of the non-managerial personnel at 50^th percentile is 13.61%. The increase/decrease in remuneration is not solely based on the Company’s performance but also includes various other factors like individual performance, experience, skill sets, academic background, industry trends, economic situation and future growth prospects etc. besides the Company performance. There are no exceptional circumstances for increase in the managerial remuneration.

6. The remuneration paid to the Directors is as per the Remuneration Policy of the Company.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.

By Order of the Board of Directors

DILIP G. PIRAMAL

Place: Mumbai Chairman & Managing Director

Dated: May 22, 2018 (DIN No. 00032012)

---

Mar 31, 2017

The Directors are pleased to present the 50^th Annual Report together with the Audited Financial Statements of your Company for the financial year ended 31^st March, 2017.

FINANCIAL RESULTS (Standalone) (Rs. in Crores)

Particulars	Year Ended 31.03.2017	Year Ended 31.03.2016
Total Turnover	1305.85	1234.25
Profit before depreciation, Interest and Tax	127.34	105.33
Finance cost	0.57	1.18
Depreciation and Amortization expenses	11.45	12.09
Profit before tax	115.32	92.06
Tax expenses	39.34	28.65
Profit for the year	75.98	63.41

OVERALL PERFORMANCE AND OUTLOOK

During the financial year ended 31^st March, 2017, total sales was Rs. 1,305.85 crores as against Rs. 1,234.25 crores during previous year, registering a growth of 5.80%. Profit before tax was at Rs. 115.32 crores as against Rs. 92.06 crores in the previous year. Profit after Tax for the year under review was at Rs. 75.98 crores against Rs. 63.41 crores in the previous year.

A detailed analysis of the operations of your Company during the year under report is included in the Management Discussion and Analysis Report, forming part of this Annual Report.

EXPORTS AND INTERNATIONAL OPERATIONS

Due to subdued market conditions in Middle East, UK, Europe and Asia Pacific, the International Business of the Company declined during the year. While sale of private label business has grown, branded goods sales declined in select geographies in Europe.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is annexed herewith as Annexure “A”.

NUMBER OF MEETINGS OF THE BOARD

Your Company’s Board of Directors met seven times during the financial year under review. The details of which are given in the Corporate Governance Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 with respect to the Directors’ Responsibility Statement, your Directors, based on their knowledge and belief and the information and explanations obtained confirm that:

(a) in the preparation of the annual accounts for the year ended 31^st March, 2017, 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 so as to give a true and fair view of the state of affairs of the Company for the financial year ended 31^st March, 2017 and of the profit and 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 the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) annual accounts for the financial year ended 31^st March, 2017, 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.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to Section 134(3)(d) of the Act, your Company confirm having received necessary declarations from all the Independent Directors under Section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. The Nomination and Remuneration policy is annexed herewith as Annexure “B” to this report.

AUDITORS

Statutory Auditors

At the 49^th Annual General Meeting held on 28^th July, 2016, M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 012754N/N500016) were appointed as Statutory Auditors of the Company to hold office for a term of 5 years commencing from the conclusion of 49^th Annual General Meeting till the conclusion of 54^th Annual General Meeting subject to ratification by Members in each Annual General Meeting. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of the Statutory Auditors shall be placed for ratification at every Annual General Meeting. Accordingly, appointment of M/s. Price Waterhouse Chartered Accountants LLP, Chartered Accountants (Firm Registration No. 012754N/N500016) as Statutory Auditors of the Company, will be placed for ratification by the Shareholders in the ensuing Annual General Meeting. In this regard, the Company has received a certificate from the Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

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 provisions of Section 204 of the Companies Act, 2013, the Board of Directors of your Company have re-appointed M/s. Ragini Chokshi & Co., a firm of Company Secretaries in Practice to undertake the Secretarial Audit of your Company for the financial year 2017-18. The Secretarial Audit Report for the financial year 2016-17 forms part of this Annual Report and is appended as Annexure “C” to the Board’s report. The Secretarial Audit Report does not contain any qualifications, reservations or adverse remarks.

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

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Your Company has established a Policy for determining related party transactions. The Audit Committee oversees the related party transactions. Related Party Transaction Policy of the Company has been displayed on the Company’s website at the link - www.vipindustries.co.in

All contracts or arrangements entered into by the Company with Related Parties have been done at arm’s length and are in the ordinary course of business.

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of such transactions are provided in Form AOC-2 which is annexed herewith as Annexure “D” to this report. Related Party disclosures as per AS-18 have been provided in Note No. 43 of Standalone Financial Statements.

STATE OF COMPANY’S AFFAIRS

Discussion on state of 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 Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report.

RESERVES & DIVIDEND

During the year under review, as well as during the previous year, the Company has not transferred any amount to the General Reserves. As on 31^st March, 2017, Reserves and Surplus of the Company were at Rs. 370.84 crores. An amount of Rs. 128.25 crores is proposed to be retained as surplus in the statement of Profit & Loss.

Your Directors are pleased to recommend for your consideration, a final dividend of Rs. 1.60 (Rupee One and Paise Sixty only) per equity share of Rs. 2 each (previous year Rs. 1.40 per equity share of Rs. 2 each) for the financial year 2016-17. Your Company had paid in February, 2017, an interim dividend of Rs. 0.80 (Eighty paise only) per equity share of Rs. 2 each for the financial year 2016-17. Accordingly, the total dividend declared/recommended by your Company for the financial year 2016-17 is Rs. 2.40 (Rupees Two and Paise Forty only) per equity share of Rs. 2 each (previous year Rs. 2 per equity share of '' 2 each). Your Company proposes a higher dividend compared to previous year as your Company has earned good profit during the financial year 2016-17.

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,top five hundred listed entities based on market capitalization are required to formulate Dividend Distribution Policy. The Board has approved and adopted the Dividend Distribution Policy and the same is annexed herewith as Annexure “E” to this report.

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

There are no adverse material changes or commitments occurred after 31^st March, 2017 which may affect the financial position of the Company or may require disclosure.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 are annexed herewith as Annexure “F” to this report.

RISK MANAGEMENT POLICY

The Company has a robust risk management framework comprising risk governance structure and defined risk management processes. The risk governance structure of the Company is a formal organization structure with defined roles and responsibilities for risk management.

The processes and practices of risk management of the Company encompass risk identification, classification and evaluation. The Company identifies all strategic, operational and financial risks that the Company faces, by assessing and analyzing the latest trends in risk information available internally and externally and using the same to plan for risk management activities.

As a part of the Company’s strategic planning process, the Directors have reviewed the risk management policy and processes and also the risks faced by the Company and the corresponding risk mitigation plans deployed. The Company is on track in respect of its risk mitigation activities.

CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility (CSR) expenditure incurred by your Company during the financial year 2016-17 was Rs. 1.50 crores which was higher than the statutory requirement of 2% of the average profit for the last three financial years.

CSR Committee of the Company comprises of Mr. Vijay Kalantari (Chairman of CSR Committee), Mr. Dilip G. Piramal, and Ms. Radhika Piramal.

The Annual Report on CSR activities that includes details about CSR Policy developed and implemented by the Company and CSR initiatives taken during the financial year 2016-17 is in accordance with Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 and is annexed herewith as Annexure “G” to this Report.

BOARD EVALUATION

Pursuant to provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out an annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. Performance evaluation has been carried out as per the Nomination & Remuneration Policy of the Company.

DETAILS OF APPOINTMENT AND RESIGNATION OF DIRECTORS

Mr. Dilip G. Piramal has been appointed as the Chairman & Managing Director and Ms. Radhika Piramal has been appointed as the Vice Chairperson & Executive Director. Mr. Ashish Saha, Director - Works of your Company retires by rotation and being eligible offers himself for re-appointment.

DETAILS OF APPOINTMENT AND RESIGNATION OF KEY MANAGERIAL PERSONNEL

Mr. Anand Daga was appointed as Company Secretary & Head - Legal of the Company with effect from 18^th July, 2016 due to resignation of Mr. Shreyas Trivedi effective from 29^th April, 2016.

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

VIP Industries Bangladesh Private Limited and Blow Plast Retail Limited continued to be the subsidiary companies of the Company.

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

A statement containing the salient features of the financial of the financial statement of our subsidiaries in the prescribed format AOC-1 is presented in separate section forming part of the financial statement.

The Policy for determining “Material” subsidiaries has been displayed on the Company’s website at the link - www.vipindustries. co.in

PUBLIC DEPOSITS

During the year under review your Company has not accepted any deposits. There are no unclaimed deposit as at 31^st March, 2017.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and your Company’s operations in future.

INTERNAL FINANCIAL CONTROLS

Your Company has put in place adequate internal financial controls with reference to the financial statements. The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business including adherence to the Company’s policies, the safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures. During the year, such controls were tested and no reportable material weaknesses in design or operation were observed.

REPORT ON CORPORATE GOVERNANCE AND BUSINESS RESPONSIBILITY REPORT

The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Report. The requisite certificate from Practicing Company Secretary confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance.

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandates inclusion of Business Responsibility Report as a part of Annual Report for Top 500 listed entities based on market capitalization of the Company. Business Responsibility Report as stipulated in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms an integral part of this Report.

FAMILIARISATION PROGRAMME

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarize with your Company’s procedures and practices. Periodic presentations are made at the Board Meetings and the Board Committee Meetings, on business and performance updates of your Company, global business environment, business strategy and risks involved. The details of programmes for familiarization for Independent Directors are posted on the website of the Company and can be accessed at www.vipindustries.co.in.

Every new Independent Director of the Board attends an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management personnel make presentations to the inductees about your Company’s strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.

VIGIL MECHANISM

Your Company has established a Vigil Mechanism Policy for your Directors, employees and stakeholders to safeguard against victimization of persons who use vigil mechanism and report genuine concerns. The Audit Committee oversees the vigil mechanism complaints. The Vigil Mechanism Policy of the Company has been displayed on the Company’s website at the link - www.vipindustries.co.in

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, your Company has formulated a Policy to prevent Sexual Harassment of Women at workplace and constituted Internal Complaints Committees (ICC). During the year, no cases alleging sexual harassment of Women at workplace has been received by ICC.

SHARE CAPITAL

The paid-up Equity Share Capital of the Company as on 31^st March, 2017 stood at Rs. 28.26 crores. During the year under review, the Company has neither issued shares with differential voting rights nor has granted any stock options or sweat equity. As on 31^st March, 2017, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. D. K. Poddar (Chairman of Audit Committee), Mr. Dilip G. Piramal, Mr. G. L. Mirchandani and Mr. Vijay Kalantri. All the recommendations made by the Audit Committee were deliberated and accepted by the Board.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.

Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of your Company. The said information is available for inspection at the registered office of your Company during working hours and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:

Sr. No	Name	Designation	Remuneration paid for the Financial Year 2016-17
1	Mr. Dilip G. Piramal	Chairman	Rs. 2,22,01,800/-
2	Ms. Radhika Piramal	Managing Director	Rs. 3,60,24,062/-
3	Mr. Ashish K Saha	Director - Works	Rs. 74,00,136/-
4.	Mr. Jogendra Sethi	Chief Financial Officer	Rs. 1,35,16,397/-
5.	Mr. Anand Daga (w.e.f. 18th July, 2016)	Company Secretary & Head - Legal	Rs. 38,31,541/-
6.	Mr. Shreyas Trivedi (up to 29th April, 2016)	General Manager - Legal & Company Secretary	Rs. 18,13,058/-

1. Your Directors’ Remuneration (including commission and variable pay) to the median remuneration of the employees of your Company for the year 2016-17 was as under:

Director''s Name	Ratio of remuneration of each Director to the median employees’ remuneration
Mr. Dilip G. Piramal	76X
Ms. Radhika Piramal	123X
Mr. Ashish K. Saha	25X

2. The Percentage increase in remuneration of all Executive Directors, Chief Financial Officer and Company Secretary were as under:

Name	Designation	Increase
Mr. Dilip G. Piramal	Chairman	Nil
Ms. Radhika Piramal	Managing Director	20.00%
Mr. Ashish K. Saha	Director - Works	10.00%
Mr. Jogendra Sethi	Chief Financial Officer	12.00%
Mr. Anand Daga	Company Secretary & Head - Legal	Not applicable*
Mr. Shreyas Trivedi	General Manager - Legal & Company Secretary	Not applicable#

* Since joined during the year.

# Since resigned during the year

3. The percentage increase in the median remuneration of employees for the financial year 2016-17 is around 15%. The percentage increase in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.

4. The number of permanent employees on the rolls of the Company - 2087

5. The Percentage increase in salaries of the managerial personnel at 50^th percentile is 12.45%. The Percentage increase in salaries of the non-managerial personnel at 50^th percentile is 17.79%. The increase/decrease in remuneration is not solely based on the Company’s performance but also includes various other factors like individual performance, experience, skill sets, academic background, industry trends, economic situation and future growth prospects etc. besides the Company performance. There are no exceptional circumstances for increase in the managerial remuneration.

6. The remuneration paid to the Directors is as per the Remuneration Policy of the Company.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.

By Order of the Board of Directors

DILIP G. PIRAMAL

Chairman & Managing Director

(DIN No. 00032012)

Place: Mumbai

Dated: 18^th May, 2017

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Mar 31, 2015

Dear Members,

The Directors are pleased to present the 48th Annual Report together with the Audited Annual Accounts of your Company for the year ended 31st March 2015.

FINANCIAL RESULTS (Rs. in Crores)

Year ended Year ended 31.3.2015 31.3.2014

Revenue from Operations and 1050.29 975.56 Other Income

Profit Before Depreciation and Amortisation Expenses, Finance 79.00 83.59 Cost,Exceptional Items and Tax Expenses

Finance Cost 1.28 1.80

Depreciation and Amortisation 15.28 17.05 Expenses

Profit before Exceptional Items 62.44 64.74 and Tax

Exceptional Items - Income 4.32 15.76

Profit before Tax after 66.76 80.50 Exceptional items

Tax Expenses 18.90 22.11

Profit for the year 47.86 58.39

Profit brought forward from 36.11 36.11 previous year

Appropriations:

Transferred to General Reserve 22.37 30.28

Interim Dividend 7.07 7.07

Proposed Dividend 14.13 16.96

Tax on Dividend 4.29 4.08

Closing Balance 36.11 36.11

overall performance and outlook

During the financial year ended 31st March 2015, revenue from Operations & Other Income was Rs. 1050.29 crores as against Rs. 975.56 crores last year, representing an increase of 7.66% over the corresponding period of the previous year. Profit before exceptional items and tax amounted to Rs. 62.44 crores as against Rs. 64.74 crores last year whereas Profit after Tax for the year under review amounted to Rs. 47.86 crores.

During the year, your Company has earned an exceptional income of Rs. 4.32 crores as against Rs. 15.76 crores last year. The exceptional income mainly comprises of profit form sale of Jalgaon Plant. As on 31st March 2015, the Reserves and Surplus of your Company were at Rs. 278.74 crores.

Your Directors confirm that there has been no material change and commitments affecting the financial position of your Company occurred between the end of the financial year to which the Financial Statements relate and the date of this Annual Report.

A detailed analysis on the operations of your Company during the year under report is included in the Management Discussion and Analysis Report, forming part of this Annual Report.

dividend

Your Directors are pleased to recommend for your consideration, a final dividend of Rs. 1 (Rupee One only) per equity share of Rs. 2 each (previous year Rs. 1.20 per equity share of Rs. 2 each) for the financial year 2014-15. Your Company had paid in February 2015, an interim dividend of Rs. 0.50 (Fifty paise only) per equity share of Rs. 2 each for the financial year 2014-15. Accordingly, the total dividend declared/recommended by your Company for the financial year 2014-15 is Rs. 1.50 (Rupees One and Fifty Paise only) per equity share of Rs. 2 each (previous year Rs. 1.70 per equity share of Rs. 2 each). Your Company had paid higher dividend last year as it had earned healthy profit on sale of its old investment in securities and property at Bhandup, Mumbai.

EXPORTS AND INTERNATIONAL OPERATIONS

Due to subdued market conditions in UK and Europe, the International Business of your Company declined during the year. While branded goods sales in Asia Pacific and Middle East remained strong, sales of branded goods in UK and Europe along with private label business resulted in de-growth in the overall international business sales performance.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013 (the Act) with respect to the Directors'' Responsibility Statement, your Directors, based on their knowledge and belief and the information and explanations obtained, confirm that:

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

(b) accounting policies are selected and applied consistently and judgments and estimates are made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company for the financial year ended 31st March 2015 and of the profit and loss of your Company for the financial year ended 31st March 2015;

(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 your Company and for preventing and detecting fraud and other irregularities;

(d) annual accounts are prepared for the financial year ended 31st March 2015 on a ''Going Concern'' basis;

(e) internal financial controls have been laid down and followed by your company and that such internal financial controls are adequate and were operating effectively;

(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.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to section 134(3)(d) of the Act, your Company confirms having received necessary declarations from all the Independent Directors under section 149(7) of the Companies Act, 2013 declaring that they meet the criteria of independence laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

MANAGEMENT DISCUSSION & ANALYSIS REPORT, SECRETARIAL AUDIT REPORT AND REPORT ON CORPORATE GOVERNANCE

As provided under section 134 of the Companies Act, 2013 and the Rules framed thereunder and pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, alongwith the Management Discussion and Analysis Report, the Report on Corporate Governance and the Certificate in respect of compliance of requirements of Corporate Governance, Secretarial Audit Report and other reports and information are annexed to this Report and forms part of this Annual Report.

SUBSIDIARIES

The Consolidated Financial Statements of your Company include the financial results of VIP Industries Bangladesh Private Limited and of Blow Plast Retail Limited for the financial year 2014-15. The annual accounts of VIP Industries Bangladesh Private Limited and Blow Plast Retail Limited are available for inspection by any Member at the Registered Office of your Company, during normal business hours (9.00 a.m. to 5.00 p.m.) on all working days except Saturdays, up to the date of the Annual General Meeting of the Company, a copy of which can also be sought by any Member on making a written request to the Secretarial Department of your Company in this regard.

INSURANCE

All the assets of your Company, including Plant & Machinery, Buildings, Equipment etc. have been adequately insured.

FIRE

During the year, there was fire at Haridwar Plant of your Company and Properties & Inventories of your Company were damaged. In respect of losses which are being identified and quantified, the management expects that the losses are fully recoverable from the insurance Company.

DEPOSITORY

Your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

ELECTRONIC VOTING

Your Company has entered into an agreement with NSDL and CDSL for providing facility of e-voting to its shareholders. For the year 2014-15, your Company has availed services of CDSL for providing facility of remote e-voting to its shareholders for casting their vote electronically.

PUBLIC DEPOSITS

Your Company had not received instructions from 1 depositor for repayment of deposits amounting to Rs. 10,000 (Rupees Ten Thousand Only) as at 31st March 2015. Since then, no deposit has been repaid.

DIRECTORS

Pursuant to the provisions of the section 161 of the Companies Act, 2013 read with Article 159 of the Articles of Association of your Company, Mr. Amit Jaita is appointed as an Additional Director and he shall hold office only up to the date of this Annual General Meeting and being eligible offer himself for appointment as Director. Mr. Amit Jatia is proposed to be appointed as an Independent Director of your Company for a period of 5 years with effect from 24th July 2015.

Mr. Dilip G. Piramal, Chairman of your Company retires by rotation and being eligible offers himself for re-appointment.

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, information on the Directors seeking appointment/ re-appointment is provided as a part of the Notice convening the ensuing Annual General Meeting.

BOARD EVALUATION

Pursuant to section 134(3) of the Act read with Schedule IV thereto and in terms of clause 49 of the Listing Agreement with the Stock Exchanges, your Company has set up a policy for the performance evaluation of all Directors.

Performance of each of your Directors is evaluated basis several factors by the entire Board excluding the Director being evaluated. Your Company has also set up Performance Evaluation Policy for its Independent Directors and Executive Directors interalia which include independent view on Key appointments and strategy formulation, safeguard of stakeholders interest, raising concerns, if any to the Board, update of skills and knowledge, strategic planning for finance and business related, operational performance level of the Company, qualification and leadership skills etc. The Board of Directors of your Company discusses and analyses its own performance on an annual basis, together with suggestion for improvements thereon based on the performance objectives set for the Board as a whole. The evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The Board approved the evaluation results. Your Company has formulated a separate Evaluation Policy for its Board members, which is available on the website of your Company.

None of the independent directors are due for re-appointment.

TRAINING OF INDEPENDENT DIRECTORS

The Board members are provided with necessary documents/brochures, reports and internal policies to enable them to familiarise with your Company''s procedures and practices. Periodic presentations are made at the Board Meetings and the Board Committee Meetings on business and performance updates of your Company, global business environment, business strategy and risks involved.

Quarterly updates on relevant statutory changes and landmark judicial pronouncements encompassing important laws are regularly circulated to your Directors.

Every new Independent Director of the Board attends an orientation program to familiarize the new inductees with the strategy, operations and functions of your Company. The Executive Directors / Senior Management Personnel make presentations to the inductees about your Company''s strategy, operations, products, markets, finance, human resources, technology, quality, facilities and risk management.

Further at the time of appointment of an Independent Director, your Company issues a formal letter of appointment outlining his/her role, function, duties and responsibilities as a Director. The format of letter of appointment is available on the website of your Company. Your Company has set up a separate Familiarisation program for newly appointed Independent Directors and the same is available on the website of your Company.

CODE OF BUSINESS CONDUCT AND ETHICS FOR DIRECTORS/ MANAGEMENT PERSONNEL

The Code of Business Conduct and Ethics for Directors/Management Personnel (''the Code''), as adopted by the Board, is a comprehensive Code applicable to Directors and Senior Management Personnel of your Company. The Code, while laying down in detail, the standards of business conduct and ethics also deals with governance aspects. A copy of the Code has been uploaded on your Company''s website www.vipindustries.co.in The Code has been circulated to Directors and Management Personnel and its compliance is affirmed by them regularly on an annual basis.

A declaration signed by your Company''s Managing Director is published in this Report.

NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW

Your Company''s Board of Directors met four times during the financial year under review. A calendar of Meetings is prepared and circulated in advance to your Directors. During the year under report, four Board Meetings and four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the two Meetings was within the period prescribed under the Companies Act, 2013.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel of your Company are Ms. Radhika Piramal, Managing Director, Mr. Jogendra Sethi, Chief Financial Officer and Mr. Shreyas Trivedi, General Manager-Legal & Company Secretary. All the three Key Managerial Personnel prescribed under the said Act were in the employment of your Company even prior to the Companies Act, 2013 became applicable.

AUDITORS

Statutory Auditors

M/s. M. L. Bhuwania & Co., Chartered Accountants, Statutory Auditors hold office till the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue, if so appointed. As required under the provisions of Section 139 and Section 141 of the Companies Act, 2013, your Company has received a written certificate from the Statutory Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

The Report does not contain any qualifications, reservations or adverse remarks.

A proposal seeking their re-appointment is provided as a part of the Notice convening the ensuing Annual General Meeting.

Internal Auditors

M/s. Suresh Surana & Associates LLP were the Internal Auditors of your Company for the financial year 2014-15. Based on the recommendation of the Audit Committee of your Company, the Board of Directors of your Company has appointed M/s. Suresh Surana & Associates LLP as the Internal Auditors of your Company for the financial year 2015-16.

Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company had appointed M/s. Ragini Chokshi & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of your Company. The Secretarial Audit Report for the financial year 2014-15 forms part of the Annual Report as Annexure B to the Board''s report.

The Report does not contain any qualifications, reservations or adverse remarks.

The Board has appointed M/s. Ragini Chokshi & Associates, a firm of Company Secretaries in Practice, as the Secretarial Auditors of your Company for the financial year 2015-16.

corporate social responsibility committee

Pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of your Company at its meeting held on 20th May 2014 had constituted Corporate Social Responsibility Committee comprising of Mr. Dilip G. Piramal, Ms. Radhika Piramal and Mr. Vijay Kalantri as members of the Committee.

The Committee''s prime responsibility is to assist the Board in discharging its social responsibilities by way of formulating and monitoring implementation of the framework of ''Corporate Social Responsibility Policy'', observe practices of Corporate Governance at all levels, and to suggest remedial measures wherever necessary.

The Committee''s constitution and terms of reference meet with the requirements of the Companies Act, 2013.

The annual report on CSR activities is appended as Annexure C to the Board''s Report.

vigil mechanism

Your Company has established a Vigil Mechanism Policy for your Directors and employees to safeguard against victimisation of persons who use vigil mechanism and report genuine concerns. The Audit Committee shall oversee the vigil mechanism.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

MATERIAL SUBSIDIARIES

Your Company has established a Policy for determining Material Subsidiaries and the same is available on the website of your Company viz. www.vipindustries.co.in

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Your Company has established a Policy for determining related party transactions. The Audit Committee oversees the related party transactions. The Related Party Transaction Policy is available on the website of your Company.

None of the transactions with any of related parties were in conflict with your Company''s interest. Attention of members is drawn to the disclosure of transactions with related parties set out in Note No.32 of the Standalone Financial Statements, forming part of the Annual Report.

Your Company''s major related party transactions are generally with its subsidiaries and associates. The related party transactions are entered into based on considerations of various business exigencies, such as synergy in operations, sectoral specialisation and your Company''s long-term strategy and capital resources of subsidiaries and associates.

All related party transactions are negotiated on arm''s length basis and are intended to further your Company''s interests.

PARTICULARS OF EMPLOYEES & EMPLOYEE STOCK OPTION SCHEME

In terms of the provisions of Section 197(12) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Annual Report.

Having regard to the provisions of Section 136 of the Act, the Annual Report excluding the aforesaid information is being sent to the members of your Company. The said information is available for inspection at the registered office of your Company during working hours and any member desirous of obtaining such information may write to the Secretarial Department of your Company and the same will be furnished on request.

During the year under review, no fresh stock options have been granted by your Company. Accordingly, no new equity shares have been allotted under the Employee Stock Option Scheme of your Company. Hence, no disclosure under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 have been made during the year under review.

significant AND MATERIAL ORDERS

There are no significant and material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and your Company''s operations in future.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

In terms of Section 125 of the Companies Act, 2013, any unclaimed or unpaid Dividend relating to the financial year 2007-08 is due for remittance to the Investor Education and Protection Fund established by the Central Government on 3rd September 2015.

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

There were no loans, guarantees or investments made by your Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 in the prescribed Form MGT-9 is annexed herewith as Annexure D.

REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES:

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of your Company is furnished hereunder:

S. Name Designation Remuneration paid for the No. financial year 2014-15 (in Rs. )

1. Mr.Dilip G. Piramal Chairman 1,70,06,555

2. Ms. Radhika Piramal Managing Director 2,00,74,343

3. Mr. Ashish K. Saha Director - Works 60,82,245

4. Mr. Jogendra Sethi Chief Financial 1,09,85,628 Officer

5. Mr. Shreyas Trivedi General Manager- 41,27,832 Legal & Company Secretary

1. A brief write up on the Human Resource Department and initiatives taken during the year 2014-15

During the year under review, Human Resources department of your Company focused on effective execution of plans through its qualified workforce. Through a structured recruitment and training process, your Company identified the need of training and trained the workforce to improve capabilities. A structured recruitment process has helped your Company attract the right talent at all levels.

Your Company has commenced the journey to become a Great Place to Work® where employees trust the company they work for, take pride in what they do and enjoy the company of the people they work with. Your Company strongly believe that an engaged workforce is critical in achieving its business goals and building a sustainable organization.

In spite of a written agreement with respect to the retirement age in your Company being 56 years, which has been in place since 2004 onwards and re-affirmed in 2009, some workers have disputed this retirement age and the matter has been referred to the Industrial Tribunal, Nashik. The relationship with the Union at plant locations continues to be cordial, professional and productive.

The employee strength as on 31st March 2015 was 1938.

2. Your Directors'' Remuneration (without variable pay / commission) to the median remuneration of the employees of your Company for the year 2014-15 was as under:

Director''s Name Ratio of remuneration of each Director to the median employees'' remuneration

Mr. Dilip G. Piramal 39x

Ms. Radhika Piramal 51x

Mr. Ashish K. Saha 20x

3. The Percentage increase in remuneration of all Executive Directors, Chief Financial Officer and Company Secretary were as under:

Name Designation increase

Mr. Dilip G. Piramal Chairman 0.00%

Ms. Radhika Piramal Managing Director 12.00%

Mr. Ashish K. Saha Director - Works 19.00%

Mr. Jogendra Sethi Chief Financial Officer 15.00%

Mr. Shreyas Trivedi General Manager - Legal 16.00% & Company Secretary

4. The percentage increase in the median remuneration of employees for the financial year 2014-15 is at 14%. The percentage increase in the median remuneration is calculated for comparable employees and does not include employees who were not eligible.

5. Your Company considered the following factors while recommending the increase in compensations.

1. Financial performance of your Company

2. Sales growth of your Company during the year under review

3. Salary Benchmarking against peer companies

4. Industry benchmarks

6. Your Company provided an average increase in remuneration of 14.33% to Key Managerial Personnel against an overall average increase in median salaries of 14%.

7. The comparison of remuneration of each of the Key Managerial personnel against the performance of your Company is as below:

Managing Director: 4.27% of net profits for the year 2014-15 Chief Financial Officer: 2.43% of net profits for the year 2014-15

General Manager - Legal & Company Secretary: 0.88% of net profits for the year 2014-15

8. The variable payout for Directors is linked with your Company performance as well as individual performance. In the year 2013-14, your Company had met the profitability targets, hence the individual linked variable pay as well as Company linked variable pay was paid.

9. There are no employees of your Company who received remuneration in excess of the highest paid Director of your Company.

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

The information pertaining to conservation of energy, technology absorption, Foreign exchange Earnings and outgo as required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure A as attached to this report.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

acknowledgement

Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.

By Order of the Board of Directors

dilip g. piramal chairman

Place: Mumbai Dated: 14th May 2015

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Mar 31, 2013

The Directors are pleased to present the 46th Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2013.

FINANCIAL RESULTS (Rs. in Crores)

Year ended Year ended 31.3.2013 31.3.2012

Revenue from Operations and Other Income 876.86 861.68

Profit Before Depreciation and Amortisation Expenses, Finance Cost and 70.30 120.19 Tax Expenses

Finance Cost 5.14 6.94

Depreciation and Amortisation Expenses 19.80 17.29

Profit Before Tax 45.36 95.96

Tax Expenses 13.84 28.27

Profit for the year 31.52 67.69

Profit brought forward from previous year 36.11 36.11

Appropriations:

Transferred to General Reserve 14.99 41.41

Interim Dividend - 8.48

Proposed Dividend 14.13 14.13

Tax on Dividend 2.40 3.67

Closing Balance 36.11 36.11

OVERALL PERFORMANCE AND OUTLOOK

During the financial year ended 31st March 2013, revenue from Operations & Other Income was Rs. 876.86 crores as against Rs. 861.68 crores last year, representing an increase of 1.76% over the corresponding period of the previous year. Profit after Tax for the year under review amounted to Rs. 31.52 crores representing a decline of 53% over the previous year. During the year under review, there was continued pressure on gross margins due to the weak Rupee against US Dollar on imported soft luggage, which constitutes majority of your Company''s sales. Your Company was able to pass on only part of the cost increases to its customers due to weak macroeconomic demand. The outlook for the current year is challenging across traditional trade and modern retail sales channels mainly due to a sluggish economy. However, your Company expects to grow despite the adverse environment due to its strong brands, innovative products, extensive distribution network and attractive advertising campaigns.

As on 31st March, 2013, the Reserves and Surplus of your Company stood at Rs. 229.26 crores.

A detailed analysis of the operations of your Company during the year under report is included in the Management Discussion and Analysis Report, forming part of this Annual Report.

DIVIDEND

Your Directors are pleased to recommend for your consideration, a dividend of Rs. 1 (Rupee One only) per equity share of Rs. 2 each (previous year Rs. 1.60 per equity share of Rs. 2 each) for the financial year 2012-13.

EXPORTS AND INTERNATIONAL OPERATIONS

International Sales for the year ended 31st March 2013 were at Rs. 75.15 crores as against Rs. 82.87 crores in the previous year, a decline of 9.33% over the previous year. Highly uncertain market conditions and weak economic scenario in European and Asia Pacific Countries led to decline in business and is the prime reason for overall decline in exports. However, your Company is working on strengthening its distribution network to increase international sales. Your Company expects better results from the introduction of its new ranges which will further strengthen the market share in the coming years.

SUBSIDIARY IN BANGLADESH

Your Company invested till 31st March 2013, approximately. Rs. 3.50 crores (Rupees Three Crores Fifty Lacs) in its wholly owned subsidiary, VIP Industries Bangladesh Private Limited for setting up a manufacturing unit for luggage in Bangladesh. The civil and construction activities will be completed by September 2013 and manufacturing operations is expected to start by December 2013.

NEW AREA OF OPERATIONS - LADIES HAND BAGS SEGMENT

In October 2012, your Company entered a new product segment by launching ladies handbags under the brand "CAPRESE". For the six months of business operations since its introduction, Caprese has shown encouraging results. Your Company expects this segment to grow higher in the coming years. With a strong advertisement campaign and wide presence through various distribution channels, Caprese has already attracted lot of attention in the market.

RESEARCH & DEVELOPMENT

The Research and Development (R&D) centre of your Company is actively engaged in upgradation of technologies, processes and development of quality products ensuring technological leadership for your Company in the years to come.

The R&D centre continues to be recognized by the Department of Scientific & Industrial Research, of the Government of India.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors'' Responsibility Statement, your Directors confirm that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) such accounting policies are selected and applied consistently and judgements and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profits of your Company for the year under review;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts for the financial year ended 31st March, 2013 have been prepared on a ''Going Concern'' basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report, the Report on Corporate Governance and the Certificate in respect of compliance of requirements of Corporate Governance, are annexed to this Report and forms part of this Annual Report.

SUBSIDIARIES

The Ministry of Corporate Affairs (MCA), vide its circular No. 2/2011 dated 8th February 2011, has granted general exemption under section 212(8) of the Companies Act, 1956, subject to certain conditions being fulfilled by the Company. Accordingly, the copies of the Balance Sheet, the Profit and Loss Account, the Report of the Board of Directors and Auditors of VIP Industries Bangladesh Private Limited and Blow Plast Retail Limited have not been attached with the Balance Sheet of your Company.

However, the Consolidated Financial Statements of your Company, which include the financial results of VIP Industries Bangladesh Private Limited for the period from 5th April, 2012 to 31st March, 2013 and of Blow Plast Retail Limited for the full financial year 2012-13 are included in this Annual Report. Further, a statement containing the particulars prescribed under the terms of the said exemption for VIP Industries Bangladesh Private Ltd and Blow Plast Retail Limited is also enclosed. Copies of the relevant audited accounts of VIP Industries Bangladesh Private Ltd and Blow Plast Retail Limited can also be sought by any Member on making a written request to the Secretarial Department of your Company in this regard. The annual accounts of VIP Industries Bangladesh Private Limited and Blow Plast Retail Limited are also available for inspection by any Member at the Registered Office of your Company.

INSURANCE

All the assets of your Company, including Plant & Machinery, Buildings, Equipments etc. have been adequately insured.

DEPOSITORY

Your Company''s shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e. National Securities Depository Ltd. (NSDL) and Central Depository Services (India) Ltd. (CDSL).

PUBLIC DEPOSITS

Your Company had not received instructions from 17 depositors for repayment of deposits amounting to Rs. 3,06,000 (Rupees Three Lakh Six Thousand Only) as at 31st March, 2013. Since then, no deposit has been repaid.

DIRECTORS

Mr. Rajeev Gupta was appointed as an Additional Director of your Company with effect from 7th February, 2013. The necessary approval of Members is being sought in the ensuing Annual General Meeting for the appointment of Mr. Rajeev Gupta as a Director of your Company.

Mr. Dilip G. Piramal, Chairman was appointed as a Whole-time Director of your Company for a period of 5 years with effect from 15th May 2013 subject to the approval of Members. He will continue to be designated as Chairman of your Company. The necessary approval of Members is being sought in the ensuing Annual General Meeting for the appointment and payment of remuneration to Mr. Diiip G. Piramal as Whole-time Director of your Company.

Mr. Vijay Kalantri and Mr. Nabankur Gupta, Directors retire by rotation and being eligible, offer themselves for re-appointment.

Mr. Nirmal Gangwal ceased to be a Director of your Company with effect from 15th May 2013. Your Directors wish to place on record their appreciation for the guidance and inputs provided by Mr. Nirmal Gangwal during his tenure as a Director of your Company.

Pursuant to Clause 49 of the Listing Agreement, information on Directors retiring by rotation is provided as a part of the Notice convening the ensuing Annual General Meeting.

AUDITORS

M/s. M. L. Bhuwania & Co., Chartered Accountants, Statutory Auditors retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue, if so appointed. As required under the provisions of Section 224 of the Companies Act, 1956, your Company has obtained a written certificate from the Statutory Auditors proposed to be re- appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section. A proposal seeking their re-appointment is provided as a part of the Notice convening the ensuing Annual General Meeting.

RSM Astute Consulting Private Limited were the Internal Auditors of your Company for the financial year 2012-13.

In terms of the amended Companies (Cost Accounting Records) Rules, 2011 notified by the Ministry of Corporate Affairs (MCA) vide Notification GSR 429(E) dated 03.06.2011 read with the Order dated 6th November 2012 issued by the Cost Audit Branch of MCA, your Company is required to file with MCA, the Compliance Report certified by the Practicing Cost Accountants every year from the financial year 2011-12 onwards. To comply with the said Rules, M/s. Suraj Lahoti & Associates were appointed as the Cost Accountants for the financial year 2011-12.

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

Information as required in terms of the provisions of Section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed herewith and forms part of this Report as Annexure (A).

PARTICULARS OF EMPLOYEES & EMPLOYEE STOCK OPTION SCHEME

Information as per Section 217(2A) of the Companies Act, 1956 (the Act) read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. As per the provisions of Section 219(1 )(b)(iv) of the Act, the Report and Accounts are being sent to the Members of your Company excluding the statement on particulars of employees under Section 217(2A) of the Act. Any Member interested in obtaining a copy of the said statement may write to the Secretarial Department at the Registered Office of your Company.

During the year under review, no fresh stock options have been granted by your Company. Accordingly, no new equity shares have been allotted under the Employee Stock Option Scheme of your Company. Hence, no disclosure under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 have been made during the year under review.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation for the dedicated services of the employees of your Company at all levels.

By Order of the Board of Directors

DILIP G. PIRAMAL

Chairman

Place: Mumbai

Dated: 15th May, 2013

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Mar 31, 2012

The Directors are pleased to present the 45th Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2012.

FINANCIAL RESULTS

(Rs. in Crores)

Year ended Year ended 31.3.2012 31.3.2011

Revenue from Operations and Other Income 861.68 744.00

Profit Before Depreciation and Amortisation Expenses, Finance Cost and 120.19 95.79 Tax Expenses

Finance Cost 6.94 4.45

Depreciation and Amortisation Expenses 17.29 14.82

Profit Before Tax 95.96 76.52

Tax Expenses 28.27 14.50

Profit for the year 67.69 62.02

Profit brought forward from previous year 36.11 36.11

Appropriations:

Transferred to General Reserve 41.41 29.10

Interim and Proposed Dividend 22.61 28.26

Tax on Dividend 3.67 4.66

Closing Balance 36.11 36.11

OVERALL PERFORMANCE AND OUTLOOK

Revenue from Operations & Other Income during the financial year ended 31st March 2012 was at Rs. 861.68 crores as against Rs. 744.00 crores last year, representing an increase of approximately 15% over the corresponding period of the previous year. Profit after Tax for the year under review amounted to Rs. 67.69 crores representing an increase of approximately 9% over the previous year. Despite continuous pressure of rising input costs in the previous year, your Company was able to pass on most of the cost increases to its customers due to the strength of our brands. Sales value and volume growth was in line with industry growth.

As on 31st March, 2012, the Reserves and Surplus of your Company stood atRs. 214.32 crores.

The outlook for the current year is challenging across traditional trade and modern retail sales channels due to decline in Indian macro-economic conditions and a poor marriage season. However, your Company expects to grow despite the adverse environment due to its strong brands, products and advertising campaigns.

A detailed analysis of the operations of your Company during the year under report is included in the Management Discussion and Analysis Report, forming part of this Annual Report.

DIVIDEND

Your Directors are pleased to recommend for your consideration, a final dividend of Rs. 1 (Rupee One only) per equity share of Rs. 2 each (previous year Rs. 7 per equity share of Rs. 10 each) for the financial year 2011-12. Your Company had paid in February 2012, an interim dividend of 60 paise per equity share of Rs. 2 each (previous year Rs. 3 per equity share of Rs. 10 each) for the financial year 2011-12.

Accordingly, the total dividend declared by your Company for the financial year 2011-12 is Rs. 1.60 (Rupee One and Paise Sixty only) per equity share of Rs. 2 each (previous year Rs. 10 per equity share of Rs. 10 each).

SUB DIVISION OF EQUITY SHARES

At the 44th Annual General Meeting of your Company held on 29th September, 2011, the Members had approved the sub-division of each equity share of Rs. 10 each into five equity shares of Rs. 2 each. Your Company had taken necessary steps for the sub-division of shares and accordingly 1st November, 2011 was fixed as the 'Record Date' for this purpose and the sub-divided shares were traded on the Stock Exchanges i.e. the Bombay Stock Exchange Ltd. and the National Stock Exchange of India Ltd. w.e.f. 2nd November, 2011.

EXPORTS AND INTERNATIONAL OPERATIONS

Exports for the year ended 31st March 2012 were at Rs. 82.87 crores as against Rs. 73.07 crores in the previous year, an increase of approximately 13% over the previous year. Global economic condition continued to remain weak especially in Europe, however your Company consolidated its market share in the Middle East and Asia Pacific. Your Company is expecting that with the introduction of its new ranges, it will be able to further strengthen the market share in the coming years.

CARLTON TRAVEL GOODS LIMITED

As you are aware, Carlton Travel Goods Limited (CTGL), the wholly owned subsidiary of your Company in UK incurred heavy losses over the past several years even after taking all measures to improve sales and reduce losses. In the circumstances, CTGL decided to dissolve the Company. Accordingly, the Registrar of Companies for England and Wales had dissolved CTGL on 6th December, 2011.

SUBSIDIARY IN BANGLADESH

Your Company set up a wholly owned subsidiary in Bangladesh under the name and style of V.I.P. Industries Bangladesh Private Limited with an Authorised Share Capital of BDT 250 million (Two Hundred and Fifty Million Bangladesh Taka) to carry out manufacturing operations of luggage in Bangladesh.

RESEARCH & DEVELOPMENT

The Research and Development (R&D) centre of your Company is actively engaged in upgradation of technologies, processes and development of quality products towards ensuring technological leadership for your Company in the years to come.

The R&D centre continues to be recognized by the Department of Scientific & Industrial Research, of the Government of India.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) that your Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profits of your Company for the year under review;

(iii) that your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) that your Directors have prepared the accounts for the financial year ended 31st March, 2012 on a 'Going Concern' basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report, the Report on Corporate Governance and the Certificate in respect of compliance of requirements of Corporate Governance, are annexed to this Report and forms part of this Annual Report.

SUBSIDIARIES

The Ministry of Corporate Affairs (MCA), vide its circular No. 2/2011 dated 8th February 2011, has granted general exemption under section 212(8) of the Companies Act, 1956, subject to certain conditions being fulfilled by the Company. Accordingly, the copies of the Balance Sheet, the Profit and Loss Account, the Report of the Board of Directors and Auditors of Carlton Travel Goods Limited and Blow Plast Retail Limited have not been attached with the Balance Sheet of your Company.

However, the Consolidated Financial Statements of your Company, which include the financial results of Carlton Travel Goods Limited upto 6th December 2011 and of Blow Plast Retail Limited for the full financial year 2011 -12 are included in this Annual Report. Further, a statement containing the particulars prescribed under the terms of the said exemption for Carlton Travel Goods Limited and Blow Plast Retail Limited is also enclosed. Copies of the relevant audited annual accounts of Carlton Travel Goods Limited and Blow Plast Retail Limited can also be sought by any Member on making a written request to the Secretarial Department at the Registered Office of your Company in this regard. The annual accounts of Carlton Travel Goods Limited and Blow Plast Retail Limited are also available for inspection by any Member at the Registered Office of your Company.

INSURANCE

All the assets of your Company, including Plant & Machinery, Buildings, Equipments etc. have been adequately insured.

DEPOSITORY

Your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

PUBLIC DEPOSITS

Your Company had not received instructions from 30 depositors for repayment of deposits amounting to Rs. 4,81,000 (Rupees Four Lakhs Eighty One Thousand Only) as at 31st March, 2012. Since then, 1 deposit amounting toRs. 10,000 (Rupees Ten Thousand Only) has been repaid.

DIRECTORS

Mr. Ashish K. Saha was appointed as a Whole-time Director of your Company designated as Director - Works, for a period of 3 years with effect from 1st February, 2012. The necessary approval of Members is being sought in the ensuing Annual General Meeting for the appointment and payment of remuneration to Mr. Ashish K. Saha as Director - Works of your Company.

Mr. T. Premanand ceased to be the Director - Works, with effect from closing hours of 31st January, 2012. The Directors place on record their appreciation of the guidance and inputs provided by Mr. T. Premanand during his tenure as the Director of your Company.

Mr. D K. Poddar and Mr. G. L. Mirchandani, Directors retire by rotation and being eligible, offer themselves for re-appointment.

Pursuant to Clause 49 of the Listing Agreement, information on Directors retiring by rotation is provided as a part of the Notice convening the ensuing Annual General Meeting.

AUDITORS

M/s. M. L. Bhuwania & Co., Chartered Accountants, Statutory Auditors retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue, if so appointed. As required under the provisions of Section 224 of the Companies Act, 1956, your Company has obtained a written certificate from the Statutory Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

A proposal seeking their re-appointment is provided as a part of the Notice convening the ensuing Annual General Meeting.

Ernst & Young Private Limited were the Internal Auditors of your Company for the financial year 2011-12. For the financial year 2012-13, RSM Astute Consulting Private Limited has been appointed as the Internal Auditors of your Company.

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

Information as required in terms of the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed herewith and forms part of this Report as Annexure (A).

PARTICULARS OF EMPLOYEES & EMPLOYEE STOCK OPTION SCHEME

Information as per Section 217(2A) of the Companies Act, 1956 (the Act) read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the Members of your Company excluding the statement on particulars of employees under Section 217(2A) of the Act. Any Member interested in obtaining a copy of the said statement may write to the Secretarial Department at the Registered Office of your Company.

During the year under review, no fresh stock options have been granted by your Company. Accordingly, no new equity shares have been allotted under the Employee Stock Option Scheme of your Company. Hence, no disclosure under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 have been made during the year under review.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors record their gratitude to the Financial Institutions, Banks and other Government departments for their continued assistance and co-operation extended to your Company during the year under report.

Your Directors also wish to place on record, their appreciation for the dedicated services of the employees of your Company at all levels.

By Order of the Board of Directors

DILIP G. PIRAMAL

Place : Mumbai Chairman

Dated : 7th August, 2012

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Mar 31, 2011

Dear Members,

The Directors are pleased to present the 44th Annual Report together with the Audited Accounts of your Company for the year ended 31st March 2011.

FINANCIAL RESULTS

(Rs. in Crores)

Year Ended Year Ended 31.03.2011 31.03.2010

Sales, Income from Operations & Other Income 743.43 611.52

Gross Profit 94.47 95.68

Interest 3.07 7.96

Depreciation 14.82 17.28

Profit Before Tax & Extra-ordinary Items 76.58 70.44

Extra-ordinary Items - 9.39

Tax Provision (Net of Deferred Tax) including Fringe Benefit Tax and Income Tax for 14.57 11.00 prior years

Profit After Tax 62.01 50.05

Profit brought forward from Previous Year 36.11 32.51

Profit available for Appropriation 98.12 82.56

Appropriations:

Interim and Proposed Dividend 28.26 14.13

Corporate Tax on Dividend 4.65 2.40

General Reserve 29.10 29.92

Balance carried to Balance Sheet 36.11 36.11

98.12 82.56

OVERALL PERFORMANCE AND OUTLOOK

Income from Operations & Other Income during the financial year ended 31st March 2011 was at Rs. 743.43 crores as against Rs. 611.52 crores last year, representing an increase of approximately 22% over the corresponding period of previous year. Profit after Tax for the year under review amounted to Rs. 62.01 crores after considering the Extra-ordinary Items of Rs. Nil (previous year Rs. 9.39 crores) as against Rs. 50.05 crores in the previous year representing an increase of approximately 24% over the previous year. Despite continuous pressure in rising input costs in the previous year, your Company was able to pass on most of the cost increases to its customers due to the strength of our brands. Sales value and volume growth was robust and the outlook for the current year remains strong across traditional trade and modern retail sales channels.

As on 31st March 2011, the Reserves and Surplus of your Company stood at Rs. 172.95 crores.

The outlook for the current year is encouraging.

A detailed analysis of the operations of your Company during the year under report is included in the Management Discussion and Analysis Report, forming part of the Annual Report.

DIVIDEND

Your Directors are pleased to recommend for your consideration, a final dividend of Rs. 7 (Rupees Seven) per equity share (previous year Rs. 3 per equity share) for the financial year 2010-11. Your Company had paid in February 2011, an interim dividend of Rs. 3 (Rupees Three) per equity share (previous year Rs. 2) for the financial year 2010-11.

Accordingly, the total dividend declared by your Company for the financial year 2010-11 is Rs. 10 (Rupees Ten) per equity share (previous year Rs. 5 per equity share).

SUB DIVISION OF EQUITY SHARES

The Board of Directors of your Company proposed the sub-division of each existing equity share of the nominal value of Rs. 10 into 5 (Five) equity shares of the nominal value of Rs. 2 each fully paid up. The Record Date for the same shall be determined subsequently. The sub-dividion of equity shares is subject to your approval and also any other statutory and regulatory authorities, as applicable. The sub-division of equity shares has been recomended with a view to encourage greater participation from retail investors.

EXPORTS AND INTERNATIONAL OPERATIONS

Exports for the year ended 31st March 2011 was at Rs. 73.07 Crores as against Rs. 47.02 Crores in the previous year, an increase of approximately 56 % over the previous year. Whereas the global economy has not shown much signs of recovery, your Company has gained some share in certain countries including European markets. Your Company is expecting that with the introduction of its new ranges, it will be able to further strengthen the market share in the coming years.

CARLTON TRAVEL GOODS LIMITED

Carlton Travel Goods Limited (CTGL), the wholly owned subsidiary of your Company which sells and distributes brand "Carlton" in U.K. and European markets incurred heavy losses, both operationally as well as on currency translated losses in the year 2008-09. Since then, CTGL had undertaken several initiatives with a view to improve sales of the brand "Carlton" including that of launching new products for mid-to-premium customers and successfully gaining entry into key luggage stores and retail chains.'In spite of all these measures, there were no signs of recovery. Your Company instead of selling directly through its work force in U.K. appointed Distributors to reduce fixed cost overheads. Your Company also started direct billing in USD rather than GBP to most customers. These initiatives will not only grow sales and ensure strong presence of brand "Carlton" in UK and European markets but also stem any further losses and minimize cross currency exposures.

RESEARCH & DEVELOPMENT

The Research and Development (R&D) centre of your Company is actively engaged in upgradation of technologies, processes and development of quality products towards ensuring technological leadership for your Company in the years to come.

The R&D centre continues to be recognized by the Department of Scientific & Industrial Research, of the Government of India.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956 with respect to the Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) that your Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profits of your Company for the year under review;

(iii) that your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) that your Directors have prepared the accounts for the financial year ended 31st March, 2011 on a 'Going Concern' basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report, the Report on Corporate Governance and the Certificate in respect of compliance of requirements of Corporate Governance, are annexed to this Report and forms part of this Annual Report.

SUBSIDIARIES

In terms of the approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet, Profit and Loss Account, Report of the Board of Directors and Auditors of Carlton Travel Goods Limited and Blow Plast Retail Limited have not been attached with the Balance Sheet of your Company.

However, the Consolidated Financial Statements of your Company, which include the financial results of Carlton Travel Goods Limited and Blow Plast Retail Limited are included in this Annual Report. Further, a statement containing the particulars prescribed under the terms of the said exemption for Carlton Travel Goods Limited and Blow Plast Retail Limited is also enclosed. Copies of the relevant audited annual accounts of Carlton Travel Goods Limited and Blow Plast Retail Limited can also be sought by any Shareholder on making a written request to the Secretarial Department at the Registered Office of your Company in this regard. The annual accounts of Carlton Travel Goods Limited and Blow Plast Retail Limited are also available for inspection by any Shareholder at the Registered Office of your Company and at the respective Head Offices of Carlton Travel Goods Limited and Blow Plast Retail Limited.

INSURANCE

All the assets of your Company, including Plant & Machinery, Buildings, Equipments etc. have been adequately insured.

DEPOSITORY

Your Company's shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

PUBLIC DEPOSITS

Your Company had not received instructions from 43 depositors for repayment of deposits amounting to Rs. 6,36,000 (Rupees Six Lakhs Thirty Six Thousand) as at 31s1 March, 2011. None of these deposits have been repaid since then.

CENTRAL GOVERNMENT APPROVAL UNDER SECTION 211 AND 212 OF THE COMPANIES ACT, 1956

On an application made by your Company under Section 211 of the Companies Act, 1956, the Central Government vide its letter No. 46/29/2011-CL-l 11 dated 18th January, 2011 exempted your Company from giving disclosure of quantitative details in compliance of Schedule VI to the Companies Act, 1956 in this Annual Report.

On an application made by your Company under Section 212(8) of the Companies Act, 1956, the Central Government vide its letter No. 47/16/2011-CL-l 11 dated 9th February, 2011, exempted your Company from attaching a copy of the Balance Sheet and the Profit and Loss Account of the Subsidiary Companies and other documents to be attached under Section 212(1) of the Annual Report of your Company. Accordingly, the said documents are not being attached with the Balance Sheet of your Company. A gist of the financial performance of the Subsidiary Companies is contained in this Report. The annual accounts of the Subsidiary Companies are open for inspection by any shareholder and your Company will make available these documents/details upon request by any shareholder of your Company or to any investor of its Subsidiary Companies who may be interested in obtaining the same. Further, the annual accounts of the Subsidiary Companies will also be kept for inspection by any Shareholder at the Registered Office of your Company and at the respective Head Offices of the subsidiary companies.

DIRECTORS

Mr. T Premanand was appointed as a Whole-time Director of your Company designated as Director - Works, for a period of 5 years with effect from 27th July, 2010. The necessary approval of shareholders is being sought in the ensuing Annual General Meeting for the appointment and payment of remuneration to Mr. T Premanand as Director - Works of your Company.

Mr. Nabankur Gupta was appointed as an Additional Director of your Company with effect from 13th May, 2011 and holds office till the conclusion of the ensuing Annual General Meeting. The necessary approval of shareholders is being sought in the ensuing Annual General Meeting for the appointment of Mr. Nabankur Gupta as Director of your Company.

Mr. Sudhir Jatia ceased to be the Managing Director of your Company with effect from 30th April 2010. Mr. Jatia continued as a non-executive Director of your Company with effect from 1st May 2010. Subsequently, Mr. Jatia has resigned as a Director of your Company w.e.f. 31st March, 2011.

Mr. Dilip G. Piramal and Mr. Vivek Nair, Directors retire by rotation and being eligible, offer themselves for re-appointment. Pursuant to Clause 49 of the Listing Agreement, information on Directors retiring by rotation is provided as a part of the Notice convening the ensuing Annual General Meeting.

AUDITORS

M/s. M. L. Bhuwania & Co., Chartered Accountants, Statutory Auditors retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue, if so appointed. As required under the provisions of Section 224 of the Companies Act, 1956, your Company has obtained a written certificate from the Statutory Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

A proposal seeking their re-appointment is provided as a part of the Notice convening the ensuing Annual General Meeting.

During the year, Ernst & Young Private Limited, were appointed as one of the Internal Auditors of your Company to evaluate the current state, identification of performance gaps, prioritize improvement opportunities and future state vision across all functions of your Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required in terms of the provisions of Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed herewith and forms part of this Report as Annexure (A).

PARTICULARS OF EMPLOYEES & EMPLOYEE STOCK OPTION SCHEME

Information as per Section 217(2A) of the Companies Act, 1956 ("the Act") read with the Companies (Particulars of Employees) Rules, 1975 forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders of your Company excluding the statement on particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Secretarial Department at the Registered Office of your Company.

During the year under review, no fresh stock options have been granted by your Company. Accordingly, no new equity shares have been allotted under the Employee Stock Option Scheme of your Company. Hence, no disclosure under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 have been made during the year under review.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors record their gratitude to the Financial Institutions, Banks and other Government departments for their continued assistance and co-operation extended to your Company during the year under report.

Your Directors also wish to place on record, their appreciation for the dedicated services of the employees of your Company at all levels.

On behalf of the Board of Directors

DILIP G. PIRAMAL

Chairman

Place : Mumbai

Date : 10th August, 2011

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Mar 31, 2010

The Directors are pleased to present the 43rd Annual Report together with the Audited Accounts of your Company for the financial year ended 31st March 2010.

FINANCIAL RESULTS

(Rs. in Lacs)

Year Ended Year Ended 31.03.2010 31.03.2009

Sales, Income from Operations & Other Income 636,78 532,25

Gross Profit 95,68 46,77

Interest 7,96 12,82

Depreciation 17,28 14,07

Profit Before Tax & Extra-ordinary Items 70,44 19,88

Extra-ordinary Items 9,39 10,44

Tax Provision (Net of Deferred Tax) including Fringe Benefit Tax and 11,00 53

Income Tax for prior years

Profit After Tax 50.05 8,91

Profit brought forward from Previous Year 32,51 27,90

Profit available for Appropriation 82,56 36,81

Appropriations:

Interim and Proposed Dividend 14,13 2,82

Corporate Tax on Dividend 2,40 48

General Reserve 29,92 1,00

Balance carried to Balance Sheet 36,11 32,51 82,56 36,81

OVERALL PERFORMANCE AND OUTLOOK

Income from Operations & Other Income during the financial year ended 31st March 2010 was at Rs. 636,78 Lacs as against Rs.532,25 Lacs representing an increase of approximately 20% over the corresponding period of previous year. Profit after Tax for the year under review amounted to Rs. 50,05 Lacs after considering the Extra-ordinary Items of Rs. 9,39 Lacs (previous year Rs. 10,44 Lacs) as against Rs. 8,91 Lacs in the previous year representing an increase of more than 461% over the previous year. The increase in profits during the year under review was on account of increased sales, better margins, reduction in input costs, interest costs and overall efficiency in operations at all levels. With the surge in demand coupled with better marriage season, softening of key raw material prices and the stimulus package offered by the Government helped your Company in improving the margins significantly during the year under review.

As on 31st March 2010, the Reserves and Surplus of your Company was at Rs. 143,90 Lacs.

The outlook for the current year is encouraging.

A detailed analysis of the operations of your Company during the year under report are included in the Management Discussion and Analysis Report, forming part of this Annual Report.

DIVIDEND

Your Directors are pleased to recommend for your consideration, a final dividend of Rs.3/- (Rupees Three Only) per equity share (previous year Re.1/- per equity share) for the financial year 2009-10. Your Company had paid in February 2010, an interim dividend of Rs. 21- (Rupees Two Only) per equity share (previous year Nil) for the financial year 2009-10.

Accordingly, the total dividend declared by your Company for the financial year 2009-10, is Rs.5/- (Rupees Five Only) per equity share (previous year Re.1/- per equity share).

EXPORTS AND INTERNATIONAL OPERATIONS

Exports for the year ended 31st March 2010 was at Rs.47,02 Lacs as against Rs.64,54 Lacs in the previous year, a drop of approximately 27% over the previous year. The global economy has still not shown a sign of robust recovery and your Company has also felt the pressure in certain countries including European markets. Despite this, exports to Middle East countries were steady. Your Company is expecting that with the introduction of its new range, it will be able to gain market share in the coming years.

CARLTON TRAVEL GOODS LIMITED

Carlton Travel Goods Limited (CTGL), the wholly owned subsidiary of your Company which sells and distributes brand "Carlton" in UK and European markets has not done well and incurred losses, both operationally as well as on currency translated losses in the year 2008-09. Your Company has intensified its focus on the same and has carried out major restructuring and continues to maintain a clear focus on the said business to turnaround the same. In the year 2008- 09, CTGL opened mono brand retail stores in high-end Malls to give the brand its much needed premium visibility. However, due to the global recession setting in, at the same time, these stores started incurring losses. Considering the slow recovery in global economic scenario, your Company decided and was able to close down all these stores during the year under review. Also, looking at the recessionary trend continuing in most parts of Europe, your Company has withdrawn the expansion plans in some small European countries which will significantly cut down the costs. These initiatives will arrest the operational losses for the future. In terms of the currency translation, Great Britain Pound (GBP) had shown signs of recovery against the US dollar during the year under review but then slipped in the last two months to reach almost the year beginning levels. However, CTGL could still recover approximately 4,50,000 GBP on account of realized /unrealized gains during the year under review. The acceptability of the brand "Carlton" is improving both in UK and European markets because of its premium product category and your Company is confident of the brand performing well in future. Your Company also feels that the GBP will show some signs of recovery against the US dollar which will bring down the currency translation losses. However, CTGL is also working out alternative plans to mitigate currency risks going forward.

RESEARCH & DEVELOPMENT

The Research and Development (R&D) centre of your Company is actively engaged in upgradation of technologies, processes and development of quality products towards ensuring technological leadership for your Company in the years to come.

The R&D centre continues to be recognized by the Department of Scientific & Industrial Research of the Government of India.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 217(2AA) of the Companies Act, 1956, with respect to the Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2010, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

(ii) that your Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company at the end of the financial year and of the profits of your Company for the year under review;

(iii) that your Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

(iv) that your Directors have prepared the accounts for the financial year ended 31s1 March, 2010 on a Going Concern basis.

MANAGEMENT DISCUSSION & ANALYSIS REPORT AND REPORT ON CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report, the Report on Corporate Governance and the Certificate in respect of compliance of requirements of Corporate Governance, are annexed to this Report and form part of this Annual Report.

SUBSIDIARIES

In terms of the approval granted by the Central Government under Section 212(8) of the Companies Act, 1956, copies of the Balance Sheet, the Profit and Loss Account, the Report of the Board of Directors and the Auditors of Carlton Travel Goods Limited and Blow Plast Retail Limited, have not been attached with the Balance Sheet of your Company.

However, the Consolidated Financial Statements of your Company, which include the financial results of Carlton Travel Goods Limited and Blow Plast Retail Limited, are included in this Annual Report. Further, a statement containing the particulars prescribed under the terms of the said exemption for Carlton Travel Goods Limited and Blow Plast Retail Limited are also enclosed. Copies of the relevant audited accounts of Carlton Travel Goods Limited and Blow Plast Retail Limited can also be sought by any shareholder on making a written request to the Secretarial Department, at the

Registered Office of your Company in this regard. The annual accounts of Carlton Travel Goods Limited and Blow Plast

Retail Limited are also available for inspection by any shareholder at the Registered Office of your Company and at the respective Head Offices of Carlton Travel Goods Limited and Blow Plast Retail Limited.

INSURANCE

All the assets of your Company, including Plant & Machinery, Buildings, Equipments etc. have been adequately insured.

DEPOSITORIES

Your Companys shares are tradable compulsorily in electronic form and your Company has established connectivity with both the depositories, i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

PUBLIC DEPOSITS

Your Company had not received instructions from 54 depositors for repayment of deposits amounting to Rs.8,36,000/- (Rupees Eight Lacs Thirty Six Thousand Only) as at 31st March, 2010. Since then, no deposits have been repaid.

CENTRAL GOVERNMENT APPROVAL UNDER SECTION 211 AND 212 OF THE COMPANIES ACT, 1956

On an application made by your Company under Section 211 of the Companies Act, 1956, the Central Government vide its letter No. 46/13/2010-CL-III dated 8th February, 2010 exempted your Company from giving disclosure of quantitative details in compliance of Schedule VI to the Companies Act, 1956 in this Annual Report.

On an application made by your Company under Section 212(8) of the Companies Act, 1956, the Central Government vide its letter No. 47/20/2010-CL-III dated 25th March, 2010, exempted your Company from attaching a copy of the Balance Sheet and the Profit and Loss Account of the Subsidiary Companies and other documents to be attached under Section 212(1) to the Annual Report of your Company. Accordingly, the said documents are not being attached with the Balance Sheet of your Company. A gist of the financial performance of the Subsidiary Companies is contained in this Report. The annual accounts of the Subsidiary Companies are open for inspection by any shareholder and your Company will make available these documents/details upon request by any shareholder of your Company or to any investor of its Subsidiary Companies who may be interested in obtaining the same. Further, the annual accounts of the Subsidiary Companies will also be kept open for inspection by any shareholder at the Registered Office of your Company and at the respective Head Offices of the subsidiary Companies.

DIRECTORS

Ms. Radhika Piramal was appointed as an Executive Director of your Company with effect from 13th July 2009. She has been appointed as the Managing Director of your Company for a period from 1st May, 2010 to 12th July 2012 (both days inclusive). The necessary approval of the Shareholders is being sought in the ensuing Annual General Meeting to the appointment and payment of remuneration to Ms. Radhika Piramal as the Managing Director of your Company.

Mr. Nirmal Gangwal was appointed as an Additional Director of your Company with effect from 29th April, 2010 and holds office till the conclusion of the ensuing Annual General Meeting. The approval of Shareholders is being sought to the appointment of Mr. Nirmal Gangwal as a Director of your Company.

Mr. Sudhir Jatia has resigned as the Managing Director of your Company with effect from 30th April, 2010. Mr. Jatia will continue to act as a Non-Executive Director of your Company.

Mr. D. K. Poddar and Mr. Vijay Kalantri, Directors retire by rotation and being eligible, offer themselves for re-appointment. Pursuant to Clause 49 of the Listing Agreement, details of Directors retiring by rotation is provided as a part of the Notice of the ensuing Annual General Meeting.

AUDITORS

M/s. M. L. Bhuwania & Co., Chartered Accountants, retire at the ensuing Annual General Meeting and being eligible, have expressed their willingness to continue, if so appointed. As required under the provisions of Section 224 of the Companies Act, 1956, your Company has obtained a written certificate from the Auditors proposed to be re-appointed to the effect that their re-appointment, if made, would be in conformity with the limits specified in the said Section.

A proposal seeking their re-appointment is provided as a part of the Notice of the ensuing Annual General Meeting.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information as required in terms of the provisions of Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed herewith and forms part of this Report as Annexure (A).

PARTICULARS OF EMPLOYEES & EMPLOYEE STOCK OPTION SCHEME

Information as per Section 217(2A) of the Companies Act, 1956 ("the Act") read with the Companies (Particulars of Employees) Rules, 1975, forms part of this Report. As per the provisions of Section 219(1)(b)(iv) of the Act, the Report and Accounts are being sent to the shareholders of your Company excluding the statement on particulars of employees under Section 217(2A) of the Act. Any shareholder interested in obtaining a copy of the said statement may write to the Secretarial Department at the Registered Office of your Company.

During the year under review, no fresh stock options have been granted by your Company. Accordingly, no new equity shares have been allotted under the Employees Stock Option Scheme of your Company. Hence, no disclosure under the Securities and Exchange Board of India (Employees Stock Option Scheme and Employees Stock Purchase Scheme) Guidelines, 1999 has been made during the year under review.

INDUSTRIAL RELATIONS

Industrial relations remained cordial throughout the year under review.

ACKNOWLEDGEMENT

Your Directors record their gratitude to the Financial Institutions, Banks and other Government departments for their continued assistance and co-operation extended to your Company during the year under report.

Your Directors also wish to place on record, their appreciation for the dedicated services of the employees of your Company at all levels.

On behalf of the Board of Directors

DILIP G. PIRAMAL

Chairman

Place : Mumbai Date : 29th April, 2010