Your Directors take pleasure in presenting their 30th Annual Report
("Report") on the business and operations of V-Guard Industries
Ltd. ("the Company"), together with the Audited Financial Statements for the
Financial Year ended March 31, 2026.
1. FINANCIAL SUMMARY AND HIGHLIGHTS
The summarized standalone and consolidated financial performance of your Company with
previous year's figures are given in the table below:
| Particulars |
Financial Year ended
Standalone |
Financial Year ended
Consolidated |
|
31.03.2026 |
31.03.2025 |
31.03.2026 |
31.03.2025 |
| Revenue from operations |
5,691.78 |
5,308.87 |
5,965.78 |
5,577.82 |
| Other Income |
36.12 |
18.86 |
23.51 |
20.89 |
| Total Income |
5,727.90 |
5,327.73 |
5,989.29 |
5,598.71 |
| Operating expenditure |
5,274.13 |
4,886.40 |
5,439.02 |
5,064.59 |
| Operating profit before Depreciation, Interest & Tax |
453.77 |
441.33 |
550.27 |
534.12 |
| Finance Cost |
6.93 |
19.92 |
12.38 |
24.51 |
| Depreciation and amortization expense |
82.06 |
73.68 |
107.89 |
95.66 |
| Exceptional Item* |
20.91 |
- |
22.11 |
- |
| Profit Before Tax |
343.87 |
347.73 |
407.89 |
413.95 |
| Tax Expense: |
|
|
|
|
| a) Current Tax |
90.58 |
86.18 |
105.83 |
100.59 |
| b) Deferred Tax |
(6.08) |
1.33 |
(6.28) |
(0.36) |
| Profit After Tax before share of profit/(loss) of
associate (net) |
259.37 |
260.22 |
308.34 |
313.72 |
| Share of (loss) of associate (net) |
0.00 |
0.00 |
(0.01) |
0.00 |
| Profit After Tax |
259.37 |
260.22 |
308.33 |
313.72 |
| Basic EPS (_) |
5.92 |
5.95 |
7.03 |
7.17 |
| Diluted EPS (_) |
5.90 |
5.92 |
7.01 |
7.14 |
* Pursuant to New Labour Codes an incremental charge towards gratuity
and leave encashment provisions has been recognised as exceptional item.
2. COMPANY PERFORMANCE
The key highlights of the Company's financial performance during
the Financial Year 2025-26 are given below:
The consolidated revenue from operations increased by 7.0% from _
5,577.82 Cr. to _ 5,965.78 Cr. in the Financial Year 2025 - 26, whereas the standalone
revenue from operations increased by 7.2% from _ 5,308.87 Cr. to _ 5,691.78 Cr. in the
Financial Year 2025- 26.
The consolidated EBITDA increased by 2.6% from _ 513.23 Cr. to _
526.76 Cr. in the Financial Year 2025-26 and standalone EBITDA decreased by 1.1% from _
422.47 Cr. to _ 417.65 Cr. in Financial Year 2025-26.
The consolidated Net Profit decreased by 1.7% from _ 313.72 Cr. to
_ 308.33 Cr. in the Financial Year 2025-26 and standalone Net Profit decreased by 0.3%
from _ 260.22 Cr. to _ 259.37 Cr. in Financial Year 2025-26. The decrease in profit is
mainly due to exceptional item as detailed in point 1 above.
The segment wise performance of the Company is provided in Management
Discussion and Analysis Report which forms part of this Report. The consolidated financial
results comprise of full year financial performance of Wholly-owned subsidiaries - GUTS
Electro-Mech Ltd., V-Guard Consumer Products Ltd., Sunflame Enterprises Pvt. Ltd., and
Associate Company, Gegadyne Energy Labs Pvt. Ltd.
3. TRANSFER TO RESERVES
During the year under review, no amount was transferred to any of the
reserves by the Company.
4. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
As on March 31, 2026, your Company continues to have following
Wholly-owned Subsidiaries (WoS) and Associate Company:
1. GUTS Electro-Mech Ltd. (GUTS): WoS.
2. V-Guard Consumer Products Ltd. (VCPL): WoS.
3. Sunflame Enterprises Pvt. Ltd. (SEPL): WoS.
4. Gegadyne Energy Labs Pvt. Ltd. (GEL): Associate Company.
During the year under review, VCPL was identified as material
subsidiary of the Company as defined in Regulation 16(1) (c) of the Securities and
Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI
Listing Regulations"). The Policy for determining Material Subsidiaries, adopted by
your Board, is in conformity with Regulation 16 of SEBI Listing Regulations. During the
year under review, the Board of Directors has approved revisions to the said policy to
incorporate recent changes in the SEBI Listing Regulations. The Policy can be accessed on
the Company's website at https://www.vguard.in/uploads/
investor_relations/Policy-on-Material-subsidiary.pdf.
During the year under review, no Company has become or ceased to be
Subsidiary or Associate of the Company. Further, the Company does not have any joint
venture.
5. CHANGES TO THE SHARE CAPITAL
Authorised Share Capital:
During the year under review, there was no change in the Authorised
Share Capital of the Company. As on March 31, 2026, it stood at _ 1,91,50,00,000 (Rupees
One Hundred and Ninety One Crores and Fifty Lakhs Only) divided into 1,91,50,00,000 (One
Hundred and Ninety One Crores and Fifty Lakhs) Equity Shares of _ 1/- (Rupee One Only)
each.
Issued, Subscribed and Paid-up Share Capital
During the year under review, 10,24,783 equity shares of face value
_1/- (Rupee One Only) each, were allotted to the employees who exercised options under
Employee Stock Option Scheme of the Company (ESOS 2013). The details are mentioned in
point no. 16(g) below.
The Paid-up Share Capital of the Company as at March 31, 2026, was _
43,68,03,816/- (Rupees Forty Three Crores Sixty Eight Lakhs Three Thousand Eight Hundred
and Sixteen Only) divided into 43,68,03,816 (Forty Three Crores Sixty Eight Lakhs Three
Thousand Eight Hundred and Sixteen) Equity Shares of _ 1/- (Rupee One Only) each.
Save and except, as stated above, there was no change in Share Capital
of the Company. During the Financial Year under review, your Company had neither issued
nor allotted any preference shares, debentures, bonds, warrants, equity shares with
differential rights or sweat equity shares.
6. DIVIDEND
In line with the Dividend Distribution Policy of the Company, the Board
of your Company in its meeting held on May 12, 2026 has recommended a final dividend of _
1.50/- (One Rupee and Fifty Paisa Only) @150% per equity share of _ 1/- (Rupee One Only)
for the Financial Year 2025-26 payable to those members whose name/s appear in the
Register of Members/list of beneficiaries as on July 31, 2026 i.e. the record date. The
total final dividend payout will amount to ~_ 65.52 Cr. The payment of final dividend is
subject to the approval of shareholders in the 30th Annual General Meeting
("AGM") of the Company to be held on August 11, 2026. The aforesaid final
dividend, if approved by the shareholders, will be paid by the Company from its profits
earned during the Financial Year on or before September 9, 2026.
Pursuant to Income Tax Act, 2025, the dividend paid or distributed by a
company shall be taxable in the hands of the shareholders. Accordingly, in compliance with
the said provisions, your Company shall make the payment of dividend after deduction of
tax at source at the prescribed rates. For the prescribed rates for various categories,
the shareholders are requested to refer to the Notice of 30th Annual General
Meeting and the Income Tax Act, 2025.
7. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, unclaimed/unpaid dividend of which was
lying in the Unpaid Dividend Account for the Financial Year 2017-18, pursuant to the
provisions of Section 124(5) of the Companies Act, 2013 ("the Act"), was
transferred to IEPF. The Company has transferred 13,383 equity shares, in respect of which
dividend(s) have not been claimed for seven consecutive years, to IEPF Authority. The
details of unpaid or unclaimed dividend(s) & shares transferred to IEPF during the
year, pursuant to the applicable provisions of the Act, read with the IEPF Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 and the dividend(s) which are due for
transfer to IEPF in the forthcoming years, are provided in the Report of Corporate
Governance forming part of this Report.
Details of Nodal Officer
The details of the nodal officer appointed by the Company under the
provisions of IEPF is available on the website of the Company at
https://www.vguard.in/uploads/ downloads/Nodal-officer-communication-details.pdf.
8. PUBLIC DEPOSITS
Your Company has not invited or accepted any deposits within the
meaning of Sections 73 and 74 of the Act read with the Companies (Acceptance of Deposits)
Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the
time being in force), from public during the year under review. Therefore, no amount of
principal or interest was outstanding, as on the balance sheet closure date.
9. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS/COURTS/TRIBUNALS
There were no significant material orders, passed by the
Regulators/Courts/Tribunals which would impact the going concern status of the Company and
its future operations.
10. CREDIT RATING
During the year under review, CRISIL ESG Ratings & Analytics Ltd.,
SES ESG Research Pvt. Ltd. and NSE Sustainability Ratings and Analytics Ltd, independent
ESG rating agencies, have rated your Company on ESG Parameters. The Company has not
engaged the aforementioned rating agencies for ESG Rating. The said agencies have
independently assessed the Company based on public disclosures on ESG parameters and other
information available in the public domain.
| Particular |
CRISIL ESG Ratings & Analytics Ltd. |
SES ESG Research Pvt. Ltd. |
NSE Sustainability Ratings and Analytics
Ltd. |
| ESG rating |
‘Strong' category; Score: 63 (FY
25) (improved from 62 in FY 24) |
ESG Score: 76.2 (FY25) (improved from 72.0
in FY24) |
ESG Score: 69 (FY25) (improved from 68 in
FY24) |
Further, during the year under review, M/s. Crisil Ratings Ltd.
re-affirmed the top-notch ratings i.e. Crisil A1+ (pronounced as CRISIL A one plus rating)
on _ 150 Crores Commercial Paper of the Company.
M/s. ICRA Ltd. vide its letter dated April 7, 2026, has upgraded the
rating and revised the outlook as detailed below:
| Instrument |
Rated Amount ( Crore) |
Rating Action |
Outlook |
| Long term/short term-fund based/non fund based-working
capital facilities. |
820.00 |
[ICRA]AA+, upgraded from [ICRA]AA; outlook revised to Stable
from Positive/ [ICRA] A1+, reaffirmed. |
Revised to Stable from Positive. |
11. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
Pursuant to the provisions of the SEBI Listing Regulations, the
Business Responsibility and Sustainability Report (BRSR) forms part of this Report. The
report outlines the Company's initiatives from an Environmental, Social and
Governance (ESG) perspective. This is complemented by an independent limited assurance
report on BRSR core and selected non-core parameters, conducted by an independent
third-party assurance provider M/s. Price Waterhouse Chartered Accountants LLP.
12. BOARDOFDIRECTORSANDITSCOMMITTEES
a) Composition of the Board of Directors
As on March 31, 2026, the Board of Directors of the Company comprised
of eight Directors, with three Executive, four Independent Directors including one Woman
Independent Director and one Non-Executive Non-Independent Woman Director. The composition
of the Board of Directors meets the requirement of provisions of Regulation 17 of the SEBI
Listing Regulations and Section 149 of the Act.
b) Change in office of Directors, Key Managerial Personnel and Senior
Management Personnel of the Company during the year under review and details of Directors
seeking Appointment/Reappointment at the 30th Annual General Meeting The
members of the Company in their 29th AGM held on August 7, 2025 approved:
i) Re-appointment of Mr. Ramachandran V (DIN: 06576300), Director &
COO, who retired by rotation as per the provisions of the Act.
ii) Re-appointment of Mr. Mithun K. Chittilappilly (DIN: 00027610) as
Managing Director of the Company for a further period of 5 (five) years with effect from
April 1, 2026.
iii) Re-appointment of Mr. George Muthoot Jacob (DIN: 00018955) as Non
- Executive Independent Director for a second and final term of 5 (five) consecutive years
with effect from October 5, 2025.
Based on the recommendation of Nomination and Remuneration Committee
and Audit Committee, wherever applicable, the Board of Directors in their meeting held on
January 28, 2026, have:
i) Approved the appointment of Dr. Reena Philip (DIN: 11462302) as an
Additional Director (Non-Executive, Non-Independent) of the Company effective from January
28, 2026, and recommended her appointment as Non-Executive Non-Independent Director for a
period of 4 (four) years.
ii) Recommended re-appointment of Prof. Biju Varkkey (DIN: 01298281),
as Non-Executive Independent Director of the Company for a second and final term of 5
(five) consecutive years, effective from May 26, 2026.
The appointment / re-appointment of Dr. Reena Philip and Prof. Biju
Varkkey were approved by the shareholders of the Company through postal ballot on March 8,
2026, with requisite majority.
Pursuant to Section 161 of the Act and based on the recommendation of
Nomination and Remuneration Committee, the Board of Directors of the Company at its
meeting held on May 12, 2026, has approved the appointment of Ms. Usha Sunny (DIN:
07215012) as an Additional Director in the capacity of Non-Executive Independent Director.
Ms. Usha Sunny (DIN: 07215012) will hold office as an Additional Director upto the date of
ensuing AGM.
Pursuant to provisions of the Act and SEBI Listing Regulations and
based on recommendations of Nomination and Remuneration Committee, the Board of Directors
has recommended following for the approval of the shareholders of the Company in the
ensuing AGM:
i) re-appointment of Mr. Antony Sebastian K (DIN: 01628332), Whole-time
Director, who is liable to retire by rotation and being eligible offers himself for
re-appointment.
ii) appointment of Ms. Usha Sunny (DIN: 07215012) as Non-Executive
Independent Director of the Company for a period of 5 (five) consecutive years w.e.f. May
12, 2026 to May 11, 2031.
Your Company has received necessary declarations/ consent and requisite
notices in writing, proposing the candidature of Mr. Antony Sebastian K and Ms. Usha Sunny
for appointment/re-appointment under Section 160 and other relevant provisions of the Act.
A brief resume of the Directors proposed to be appointed/re-appointed,
their expertise in specific functional areas, name of companies in which they hold
directorships, Committee membership/s/ Chairmanship/s, shareholding, wherever applicable,
etc. as stipulated under Secretarial Standard-2 issued by Institute of Company Secretaries
of India and Regulation 36(3) of the SEBI Listing Regulations, is appended as an Annexure
to the Notice of the ensuing AGM.
The present term of the office of Ms. Radha Unni, Chairperson and
Independent Director (DIN: 03242769) of the Company, who was re-appointed for second and
final term of 5 (five) consecutive years with effect from September 27, 2021, will expire
on September 26, 2026. The Board of Directors places on record its deep appreciation and
sincere gratitude to Ms. Radha Unni, Chairperson of the Company, for her exemplary
leadership, strategic guidance and continued valuable contributions to the Company.
During the year under review, no Director has resigned from the
Company. The particulars of Senior Management along with changes made during the Financial
Year as per the SEBI Listing Regulations, are given in the Report on Corporate Governance
which forms part of this Report.
As on March 31, 2026, Mr. Mithun K Chittilappilly (DIN: 00027610),
Managing Director, Mr. Ramachandran
V (DIN: 06576300), Whole-time Director & COO, Mr. Antony Sebastian
K (DIN: 01628332), Whole-time Director, Mr. Sudarshan Kasturi, Chief Financial Officer and
Mr. Vikas Kumar Tak, Company Secretary
& Compliance Officer are the Key Managerial Personnel (KMP) of your
Company. During the year under review, there were no changes to the KMP of the Company.
c) Criteria for Determining Qualifications, Positive Attributes and
Independence of a Director
The Nomination and Remuneration Committee has formulated Nomination,
Remuneration and Evaluation Policy, which details the criteria for determining
qualifications, positive attributes and independence of Directors in terms of provisions
of Section 178(3) of the Act and the SEBI Listing Regulations. The Nomination,
Remuneration and Evaluation Policy is available on the website of the Company at
https://www.vguard.in/uploads/investor_relations/
Nomination-Remuneration-Evaluation-Policy.pdf.
d) Declaration by Independent Directors
Your Company has received necessary declarations from all the
Independent Directors of the Company confirming that they meet the criteria of
Independence as prescribed under Section 149(6) of the Act and Regulation 25(8) read with
Regulation 16 of SEBI Listing Regulations. The Independent Directors have also confirmed
that they are not aware of any circumstance or situation which exists or may be reasonably
anticipated that could impair or impact their ability to discharge their duties. Your
Company has also received declaration from the Independent Directors confirming compliance
of Rule 6(1) & (2) of the Companies (Appointment and Qualifications of Directors)
Rules, 2014, regarding online registration with the Indian Institute of Corporate Affairs
("IICA"), for inclusion/renewal of name in the databank of Independent
Directors. Accordingly, all the Independent Directors of the Company had registered their
names with data bank of IICA. The Independent Directors have also confirmed that they have
complied with the Company's Code of Conduct for Independent Directors prescribed in
Schedule IV of the Act. The Board of Directors of the Company have taken on record the
declarations and confirmation submitted by the Independent Directors after undertaking due
assessment of the veracity of the same and confirmed that the Independent Directors fulfil
the conditions of independence specified in SEBI Listing Regulations and the Act, as
amended and are independent of the management.
In the opinion of the Board, all the Independent Directors are persons
possessing attributes of integrity, expertise and experience (including proficiency) as
required under the applicable laws, rules and regulations.
e) Certificate from Practising Company Secretary
Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of
the SEBI Listing Regulations, M/s. Dedhia Shah & Partners LLP, Company Secretaries,
Mumbai, has certified that none of the Directors on the Board of the Company have been
debarred or disqualified from being appointed or continuing as Director of the Company by
the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such
other statutory authority and the certificate forms part of the Report of Corporate
Governance forming part of this Report.
f) Number of Meetings of the Board of Directors
The Board meets at regular intervals to consider and approve financial
results, business policies and strategic proposals apart from other items of business. The
Board and Committee meetings are pre-scheduled, and a tentative annual calendar of
meetings is circulated to the Directors in advance to ensure participation of all
Directors.
During the year under review, six Board meetings were held on May 14,
2025, July 29, 2025, October 29, 2025, January 28, 2026, March 10, 2026, and March 25,
2026. Necessary quorum was present for all the meetings and the intervening gap between
the meetings was within the period prescribed under the Act and the SEBI Listing
Regulations. The details of the Board meetings are given in the Report on Corporate
Governance which forms part of this Report. The Company provides all the Board Members the
facility to participate in the meetings of Board and its Committees through Video
Conferencing/Other Audio-Visual Means.
Pursuant to the requirements of Schedule IV to the Act and the SEBI
Listing Regulations, separate meetings of the Independent Directors of the Company were
held on May 14, 2025, September 10, 2025 and March 25, 2026, and the Independent Directors
reviewed the matters enumerated under Schedule IV(VII)(3) to the Act and Regulation 25(4)
of the SEBI Listing Regulations. All the Independent Directors attended the said meetings.
g) Statutory Committees of the Board
Pursuant to the requirements under the Act and the SEBI Listing
Regulations, the Board of Directors have constituted various committees such as Audit
Committee, Nomination and Remuneration Committee, Stakeholders' Relationship
Committee, Corporate Social Responsibility ("CSR") Committee and Risk & ESG
Committee.
The composition and terms of reference of the Committees including
changes, if any, and number of meetings held during the Financial Year under review are
given in the Report on Corporate Governance forming part of this Report. All the
recommendations made by the Committees of the Board including the Audit Committee were
accepted by the Board.
h) Performance Evaluation
Pursuant to the provisions of the Act and the SEBI Listing Regulations,
annual evaluation of the performance of the Board, the Directors and the Committees of the
Board was conducted through an external agency.
The Nomination and Remuneration Committee of the Company has engaged an
external agency to carry out the performance evaluation of each individual Director,
Committee and Board as a whole. Performance evaluation was carried out through a digital
platform, based on a structured questionnaire, formulated taking into consideration the
criteria approved by the Nomination and Remuneration Committee.
Evaluation criteria of the Board were based on the role played by the
Board in the governance, overall functioning, evaluating strategic proposals, financial
reporting process, internal controls and its effectiveness, technology, digital & AI
oversight, and review of risk management process and risk appetite including geopolitical,
supply chain, climate and regulatory risk. The evaluation of individual Directors was
carried out based on various parameters such as participation in the Board and its
Committee meetings, contribution towards strategic proposals, suggesting risk mitigation
measures, putting in place internal controls, governance, leadership, and talent
development, and managing external stakeholders. Performance evaluation of various
committees of the Board was carried out based on the criteria such as constitution,
effective functioning of the committees as per the terms of reference, periodical
suggestions and recommendations given by the committees to the Board, etc.
In the meeting of Independent Directors held during the year, the
members considered evaluation of the performance of the Chairperson based on criteria such
as giving guidance to the Board and ensuring the independence of the Board, etc. The
performance of the Non-Independent Directors was also evaluated based on their
contribution made to the growth of the Company, strategic initiatives and Board
deliberations.
i) Familiarization Programme
In terms of Regulation 25(7) of the SEBI Listing Regulations, the
Company familiarizes its Directors about their roles and responsibilities at the time of
their appointment through a formal letter of appointment. The letter of appointment
/re-appointment is available on the website of the Company at https://
www.vguard.in/investor-relations/appointment-letter.
During the year under review, presentation on regulatory updates on
SEBI Regulations, ESG, statutory policy updates, updates on projects and investments made
by the Company, CSR Projects undertaken/to be undertaken by the Company pursuant to the
Act were made for the Directors.
The details of the programs/sessions conducted for familiarization of
Independent Directors can be accessed on the website of the Company at
https://www.vguard.in/uploads/investor_relations/ Familiarisation-Program-2025-26.pdf.
j) Directors' Responsibility Statement
Pursuant to Section 134(3)(c) and 134(5) of the Act, the Directors to
the best of their knowledge and belief, confirm:
i) That in the preparation of the annual accounts, the applicable
accounting standards have been followed, and no material departures have been made from
the same;
ii) That they had selected such accounting policies and applied them
consistently, and made judgements and estimates that are reasonable and prudent, so as to
give a true and fair view of the state of affairs of the Company at the end of the
Financial Year 2025-26 and of the profit and loss of the Company for that period;
iii) That they had taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the Act, for
safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;
iv) That they had prepared the annual accounts on a going concern
basis;
v) That they had laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate and were operating
effectively; and
vi) That they had devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
The aforesaid statement has also been reviewed and confirmed by the
Audit Committee of the Board of Directors of the Company.
13. AUDIT RELATED MATTERS
a) Statutory Auditors
The members in the 26th Annual General Meeting of the
Company had approved the appointment of M/s. Price Waterhouse Chartered Accountants LLP
(Registration No.012754N/N500016) as the Statutory Auditors of the Company for a term of 5
(five) years to hold office from the conclusion of the 26th AGM until the
conclusion of the 31st AGM of the Company to be held in the calendar year 2027.
The Board has duly examined the Statutory Auditors' Report on the
financial statements of the Company for the Financial Year 2025-26, which is
self-explanatory. The Auditor's Report for the Financial Year ended March 31, 2026,
does not contain any qualification, reservation or adverse remarks.
b) Cost Auditors
Pursuant to Section 148 of the Act read with the Companies (Cost
Records and Audit) Rules, 2014, on recommendation of the Audit Committee, the Board of
Directors has re-appointed M/s. BBS
& Associates, Cost Accountants, Kochi as Cost Auditor for the
Financial Year 2026-27 to conduct audit of cost records maintained by the Company. The
appointment and remuneration payable to the Cost Auditor was approved by the Board, based
on the recommendation of the Audit Committee. The requisite resolution for ratification of
remuneration payable to the Cost Auditor, by the members of the Company is set out in the
Notice of the ensuing AGM. The Cost Auditor has certified that their appointment is within
the limits of Section 141(3)(g) of the Act and that they are not disqualified from
appointment within the meaning of the Act.
The Cost Audit Report for the Financial Year 2024-25, issued by M/s.
BBS & Associates, Cost Accountants, Kochi was duly filed with the Ministry of
Corporate Affairs within the prescribed timeline. The Cost Audit Report does not contain
any qualifications, reservations, or adverse remarks.
M/s. BBS & Associates, Cost Accountants, Kochi are in the process
of carrying out the cost audit for applicable products for the Financial Year 2025-26. The
Report to be issued by them will be considered by the Board of Directors and the same will
be filed with the Ministry of Corporate Affairs within stipulated time as prescribed in
the Act and rules made thereunder.
The Company made and maintained the Cost Records under Section 148 of
the Act for the Financial Year 2025-26.
c) Secretarial Auditors
Pursuant to the provisions of Section 204(1) of the Act read with Rule
9 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
(including any statutory modification(s) or re-enactment(s) thereof for the time being in
force) and Regulation 24A of the SEBI Listing Regulations and amendment therein, the
members of the Company in their 29th AGM appointed M/s. Dedhia Shah &
Partners LLP, Company Secretaries (Unique Code Number: L2025MH019000) as Secretarial
Auditors of the Company for a term of 5 (five) consecutive years commencing from April 1,
2025, i.e., from the Financial Year 2025-26 to Financial Year 2029-30.
The Secretarial Auditors of the Company and VCPL (Material Subsidiary)
have submitted their reports for the Financial Year 2025-26, confirming compliance of all
the provisions of applicable corporate laws. The aforementioned reports are annexed as Annexure-I(a)
and Annexure-I(b) respectively, which forms part of this Report. The Board has duly
examined the Secretarial Auditors' Report for the Financial Year 2025-26, which is
self-explanatory. The Secretarial Auditor's Report of the Company and VCPL for the
Financial Year ended March 31, 2026, does not contain any qualification, reservation or
adverse remarks.
d) Internal Auditors
Pursuant to the provisions of Section 138 of the Act, the Board of
Directors, on recommendation of the Audit Committee, re-appointed M/s Mahajan & Aibara
Chartered Accountants LLP, Mumbai, as the Internal Auditors of the Company for the
Financial Year 2025-26 in its meeting held on May 14, 2025.
14. REPORTING OF FRAUDS
During the year under review, neither the Statutory Auditors nor the
Secretarial Auditors or the Cost Auditors have reported any instances of fraud committed
against the Company by its officers or employees to the Audit Committee under Section
143(12) of the Act.
15. POLICY MATTERS a) Nomination, Remuneration and Evaluation Policy
In terms of provisions of Section 178(3) of the Act, the Nomination and
Remuneration Committee of the Company has formulated and recommended to the Board a
policy, containing the criteria for determining qualifications, competencies, positive
attributes and independence for appointment of a Director (Executive/Non-Executive) and it
highlights the guiding principles for determining the remuneration for the Directors, Key
Managerial Personnel and other employees, ensuring that it covers the matters mentioned in
Section 178(4) of the Act. During the year under review, the Nomination, Remuneration and
Evaluation Policy was amended for updating the required changes. The Nomination,
Remuneration and Evaluation Policy is available on the website of the Company at
https://www.vguard.in/uploads/
investor_relations/Nomination-Remuneration-Evaluation-Policy.pdf.
b) Vigil Mechanism/Whistle Blower Policy
Your Company, as required under Section 177 (9) of the Act and
Regulation 22 of the SEBI Listing Regulations, has established a Whistle Blower Policy,
which enables the Directors, Employees, etc. to report instances of unethical behaviour,
fraud or violation of Company's Code of Conduct. The policy provides for direct
access to the Chairperson of the Audit Committee and for safeguarding the whistle blowers
who raises grievances, against victimization. During the period under review, one
complaint was received and it was resolved as on March 31, 2026.
The policy formulated in line with the provisions of the Act and the
SEBI Listing Regulations is available on the website of the Company at
https://www.vguard.in/uploads/investor_relations/ WHISTLEBLOWER-POLICY.pdf.
c) Corporate Social Responsibility Policy
In terms of the provisions of Section 135 of the Act read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board of Directors of
your Company has constituted a CSR Committee and framed a CSR policy which details the CSR
programmes/activities that can be carried out under various programmes heads and the same
is available on the website of the Company at https://www.vguard.
in/uploads/investor_relations/CSR-Policy.pdf.
During the year under review, the Company's CSR Programmes were
focused on major programme areas, viz. Edu-care and Skill Development, Health &
Hygiene, Women Empowerment and Build India & Relief programmes. During the Financial
Year under review, the Company carried out several initiatives under the CSR programme
heads, through V-Guard Foundation, a Section 8 Company formed to carry out CSR activities
of the Company and its Subsidiaries. A report on CSR activities is annexed as Annexure-II
forming part of this Report.
d) Risk Management Policy
The Company has formulated Enterprise Risk Management Policy (ERM
Policy) in accordance with the guidelines provided under the Charter of the Risk & ESG
Committee of the Board of Directors, and pursuant to Regulation 21 of the SEBI Listing
Regulations. The Risk Management Charter and ERM Policy institutionalize a formal risk
management function and framework consisting of risk management process, risk governance
and communication structure.
The Enterprise Risk Management Policy provides a structured,
consistent, and continuous process across the whole organization for identifying and
assessing risks, deciding on mitigations and reporting on the
opportunitiesandthreatsthatmayaffecttheachievement of its strategic objectives. During the
Financial Year, the said policy was reviewed by the Risk & ESG Committee and Board of
Directors of the Company.
e) Dividend Policy
Pursuant to the provisions of Regulation 43A of the SEBI Listing
Regulations, the Board of Directors of the Company has adopted a Dividend Policy which
details the dividend philosophy of the Company. As per the Policy, the Board of Directors
shall consider internal and external factors while recommending/declaring interim or final
dividend. The said policy is annexed as Annexure-III to this Report and placed on
the website of the Company at https://www.vguard.in/
uploads/investor_relations/Dividend-policy.pdf.
16. OTHER MATTERS a) Material changes and commitments if any, affecting
the financial position of the company which have occurred between the end of the Financial
Year to which the financial statements relate and the date of the report
There were no material changes and commitments affecting the financial
position of the Company which have occurred between the end of the Financial Year to which
the financial statements relate and the date of the report.
b) Change in the nature of business, if any
There was no change in the nature of business of the Company during the
Financial Year 2025-26. During the year under review, the Board of Directors of your
Company have accorded its approval to enter into new category-Lighting Business to expand
and diversify the business operation of the Company.
c) Internal Financial Controls (IFC)
The Company has Internal Control Systems commensurate with the nature
of its business, size and complexities. The Audit Committee reviews the adequacy and
effectiveness of the internal control system and monitors the implementation of audit
recommendations. During the year under review, a reputed consultant conducted detailed
review of control processes in key control areas. No significant deficiencies were
reported during the test of IFC.
Further, the Statutory Auditors of the Company also reviewed Internal
Controls over Financial Reporting of the Company as on March 31, 2026, and issued their
report which forms part of the Independent Auditor's report.
d) Particulars of Loans, Guarantees and Investments
Particulars of Loans, Guarantees and Investments pursuant to Section
186 of the Act is given hereunder:
During the Financial Year 2024-25, the Board of Directors approved the
grant of secured loan of _ 6.60 Crores to M/s. Gegadyne Energy Labs Pvt. Ltd. (GEL), an
associate company and during the year under review, Board of Directors had approved grant
of unsecured interim loan up to _ 4.00 Crores to GEL, in one or more tranches. As on March
31, 2026, GEL has repaid entire loan amount including the secured loan granted in
Financial Year 2024-25 along with interest.
During the Financial Year under review, the Board of Directors had
approved further investment of _ 25.00 Crores in the securities of GEL, Associate Company.
Pursuant to the said investment, the Company's shareholding in GEL increased to
30.35% on a fully diluted basis.
Further, details of loans and investments as on March 31, 2026, are set
out in the Note 6 & 7 to the standalone financial statements of the Company.
e) Financial Position and Performance of Subsidiaries, Joint Ventures
and Associates
The consolidated financial statements of the Companies are prepared in
accordance with Indian Accounting Standards (Ind AS) notified under Companies (Indian
Accounting Standards) Rules, 2015 (as amended from time to time) and presentation
requirements of Division II of Schedule III to the Act, (Ind AS compliant Schedule III),
as applicable to the consolidated financial statements and the same forms part of this
Report.
Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies
(Accounts) Rules, 2014, a statement containing salient features of the financial
statements of Subsidiaries and an Associate Company, for the Financial Year 2025-26 is
given in Form AOC-1 which forms part of the Report.
In accordance with Section 136(1) of the Act, the Report of your
Company containing inter alia, financial statements including consolidated financial
statements, has been placed on the Company's website at https://www.vguard.
in/investor-relations/annual-reports. Further, the financial statements of the
Subsidiaries are also placed on the Company's website at
https://www.vguard.in/investor-relations/subsidiaries.
Any member desirous of inspecting or obtaining copies of the audited
financial statements, including the consolidated financial statements of the Company,
audited financial statements of the Subsidiary companies may write to the Company
Secretary at investors@vguard.in.
f) Any Revision made in Financial Statements or Board's Report
The Company has not revised the financial statements or Board's
Report in any of the three preceding Financial Years.
g) Employee Stock Option Scheme 2013 (ESOS 2013)
During the year under review, the Nomination and Remuneration Committee
granted the following options to eligible employees under ESOS 2013:
a) 1,21,071 options on July 28, 2025,
b) 78,079 options on October 28, 2025, and
c) 2,13,527 options on January 27, 2026
The above options will vest over a period of 4 years from the date of
grant on time and performance basis.
During the year under review, the Board of Directors issued and
allotted the following shares of face value of _ 1/- to eligible employees who exercised
options granted to them as per ESOS 2013.
a) 2,89,783 equity shares at face value.
b) 5,67,000 equity shares at a premium of _ 67.75/-
c) 1,68,000 equity shares at a premium _ 120.80/-
During the year, options cancelled due to separation of employees and
non-achievement of performance criteria, if any, were added back to the ESOP pool as per
ESOS 2013 and shall be available for making any future grants.
The disclosure pursuant to the provisions of Securities and Exchange
Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and
Section 62(1)(b) of the Act, read with Rule 12(9) of the Companies (Share Capital and
Debentures) Rules, 2014 is annexed as Annexure-IV_which forms part of this Report.
h) Code of Conduct
In compliance with Regulation 26(3) of the SEBI Listing Regulations and
the Act, the Company has framed and adopted Code of Conduct for Directors and Senior
Management (the Code), which provides guidance on ethical conduct of business and
compliance with laws and regulations.
All members of the Board and Senior Management personnel have affirmed
their compliance with the Code as on March 31, 2026. A declaration to this effect, signed
by the Managing Director in terms of the SEBI Listing Regulations is given in the Report
on Corporate Governance forming part of the Report. The Code is made available on the
Company's website at https://www.
vguard.in/uploads/investor_relations/Code-Conduct-for-Board-Senior-Management.pdf.
i) Extract of Annual Return
Pursuant to Section 134 and Section 92(3) of the Act read with Rule 12
(1) of the Companies (Management and Administration) Rules, 2014, the details forming part
of the
Annual Return of the Company containing the particulars prescribed in
Form MGT-7 as on March 31, 2025 is made available on the Company's website at
https://www.vguard. in/uploads/investor_relations/Annual-Return-2025.pdf.
The draft of Form MGT-7, as on March 31, 2026, is made available on the
Company's website at https://www.vguard.
in/uploads/investor_relations/Annual-Return-2025-26.pdf.
j) Management Discussion and Analysis Report
Pursuant to Regulation 34(2)(e) of the SEBI Listing Regulations, a
detailed Management Discussion and Analysis Report for the Financial Year under review is
presented in a separate section, forming part of this Report.
The state of the affairs of the business along with the financial and
operational developments has been discussed in detail in the Management Discussion and
Analysis Report.
k) Related Party Transactions
All related party transactions which were entered during the Financial
Year were at arm's length basis. During the year under review, there were no
materially significant related party transactions entered by the Company with the
Promoters, Directors, Key Managerial Personnel or other persons which may have a potential
conflict with the interests of the Company.
A statement with respect to all related party transactions including
related party transactions entered by Wholly-owned subsidiaries, were presented before the
Audit Committee on a quarterly basis, specifying the nature, value and terms and
conditions of transactions. The details of related party transactions are provided in Form
AOC-2, annexed as Annexure-V, as prescribed under
Section 134(3)(h) of the Act and Rule 8(2) of the Companies (Accounts)
Rules, 2014. Disclosures as per Ind-AS 24 have been made in note 43 of the financial
statements for the year ended March 31, 2026.
In accordance with the requirements of the SEBI Listing Regulations,
the Company has also adopted a Policy on materiality and dealing with related party
transactions. A Policy on materiality and dealing with related party transactions has been
placed on the website of the Company at https://www.vguard.in/uploads/investor_relations/
POLICY-MATERIALITY-DEALING-RELATED-PARTY-TRANSACTIONS.pdf.
l) Corporate Governance
The Company is committed to maintain the highest standards of Corporate
Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report
on Corporate Governance as required under Regulation 34(3) read with Schedule V of the
SEBI Listing Regulations forms part of this Report. Further as required under Regulation
17(8) of the SEBI Listing Regulations, a compliance certificate from the Managing Director
and Chief Financial Officer is annexed with this Report.
A certificate from M/s. Dedhia Shah & Partners LLP, Company
Secretaries, Mumbai, confirming the compliance of the Company with the conditions of
Corporate Governance, as stipulated under the SEBI Listing Regulations, is attached to the
Report on Corporate Governance.
m) Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The information pertaining to conservation of energy, technology
absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of
the Act read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed as Annexure-VI
and forms part of this Report.
n) Particulars of remuneration details of Directors, Key Managerial
Personnel and Employees
The remuneration details of Directors and Key Managerial Personnel and
ratio of remuneration of each Director to the median of employees' remuneration as
per Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is annexed as Annexure-VII. The
names and particulars of remuneration of top ten employees in terms of remuneration drawn
and the particulars of employees as required under Section 197(12) of the Act and Rule
5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
are available on the website of the Company at https://www.vguard.in/
investor-relations/disclosure-others.
Mr.MithunKChittilappilly,ManagingDirector,Mr.Ramachandran V, Whole-time
Director & COO, and Mr. Antony Sebastian K, Whole-time Director of the Company have
not received any remuneration or commission from any of the subsidiary companies. Further,
the Company does not have any holding company, therefore, no circumstance arise in which
any remuneration or commission from holding company is paid to the Directors.
o) Disclosure under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has in place a policy on prevention of sexual harassment at
workplace. The Policy aims at prevention of harassment of employees and lays down the
guidelines for identification, reporting and prevention of sexual harassment. There is an
Internal Complaints Committee (ICC) which is responsible for redressal of complaints
related to sexual harassment as per the guidelines provided in the policy. All women
employees (permanent, temporary, contractual and trainees) are covered under this policy,
which is available on the website of the Company and is exhibited on the notice board of
all the business locations/divisions of the Company. The Company on regular basis conducts
trainings/awareness sessions for employees of the Company. During the period under review,
no complaint was received. Accordingly, there were no complaints pending for more than 90
days as at March 31, 2026.
No. of complaints as on the start of
Financial Year 2025-26 :
No. of complaints filed during the
Financial Year 2025-26 :
Nil
No. of complaints disposed of during
Financial Year 2025-26 :
No. of complaints pending at the end of
Financial Year 2025-26 :
p) Compliance with the provisions of the Maternity Benefit Act, 1961
During the year under review, the Company has complied with the
provisions of the Maternity Benefit Act, 1961, and the rules made thereunder. Eligible
women employees were extended maternity benefits in accordance with the statutory
requirements. The Company confirms that there were no instances of non-compliance in this
regard during the year. In addition to compliance with the provisions relating to
maternity benefits, the Company also provides paternity leave benefits to eligible
employees in line with its paternity leave policy of the Company.
q) Details of application made or any proceeding pending under the
Insolvency and Bankruptcy Code, 2016
During the year under review, the Company has neither made any
application, nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.
r) The requirement to disclose the details of difference between
amount of the valuation done at the time of one time settlement and the valuation done
while taking loan from the Banks or Financial Institutions along with the reasons thereof,
is not applicable.
s) There is no agreement impacting management or control of the
Company or imposing any restriction or create any liability upon the Company. Hence, no
disclosure is required under clause 5A of paragraph A of Part A of Schedule III of the
SEBI Listing Regulations.
17. COMPLIANCEWITHSECRETARIALSTANDARDS
During the year under review, applicable Secretarial Standards issued
by the Institute of Company Secretaries of India, i.e. Secretarial Standard-1 and
Secretarial Standard-2, relating to ‘Meetings of the Board of Directors' and
‘General Meetings', respectively, have been duly complied by the Company.
18. LISTING OF SHARES
The equity shares of the Company are listed on BSE Ltd. and National
Stock Exchange of India Ltd. The listing fee for the Financial Year 2026-27 was paid to
both the Stock Exchanges.
19. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED
PRICE SENSITIVE INFORMATION
The Board has formulated the Code of Practices and Procedures for Fair
Disclosure of Unpublished Price Sensitive Information for fair disclosure of events and
occurrences that could impact price discovery in the market for the Company's
securities and to maintain the uniformity, transparency, and fairness in dealings with all
stakeholders and ensure adherence to applicable laws and regulations. The same is
available on the website of the company at https://www.vguard.in/uploads/investor_
relations/CODE_PRACTICES_PROCEDURES_FAIR_ DISCLOSURE_UPSI.pdf.
20. PREVENTION OF INSIDER TRADING
The Board has formulated a code of conduct for regulating, monitoring
and reporting of trading of shares by insiders. This code lays down guidelines, procedures
to be followed and disclosures to be made by the insiders while dealing with shares of the
Company and cautioning them on consequences of non-compliances. During the year under
review, the Company has amended the code of conduct for regulating, monitoring and
reporting of trading by Directors,
Designated Persons and Immediate Relatives under the SEBI (Prohibition
of Insider Trading) Regulations, 2015. The Company regularly conducts training and
awareness sessions, including training through e-learning module, to reinforce adherence
to insider trading regulations and internal policies. The same is available on the website
of the Company at https://www.vguard.in/uploads/investor_
relations/Code-Conduct-Insider-Trading.pdf.
21. IMPLEMENTATION OF CORPORATE ACTION
During the year under review, all the corporate actions were duly
implemented/completed within the specified time limit.
22. ACKNOWLEDGEMENT
Your Board of Directors place on record their sincere
appreciationforthesteadfastcommitmentandperformance showcased by the employees at all
levels during the year. The relentless performance of the employees over the years has led
to consistent growth of the Company. The Directors also sincerely thank Channel Partners,
Shareholders, various Government & other Statutory Authorities, Banks, Financial
Institutions and Analysts for their continued assistance, co-operation and support.
|
For and on behalf of the Board
of Directors |
|
Sd/- |
Sd/- |
|
Radha Unni |
Mithun K Chittilappilly |
| Place: Kochi |
Chairperson |
Managing Director |
| Date: May 12, 2026 |
DIN: 03242769 |
DIN: 00027610 |
|