ESOP/ESOS/ESPS

June 25, 2026 To, To, National Stock Exchange of India Limited BSE Limited Exchange Plaza, Plot No. C-1, Block-G, Phiroze Jeejeebhoy Towers Bandra Kurla Complex, Bandra (E), Dalal Street, Fort, Mumbai – 400051 Mumbai – 400001 NSE Symbol: MANYAVAR BSE Scrip Code: 543463 Sub: Outcome of the Board Meeting in accordance with Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (“Listing Regulations”) Madam / Sir, In terms of Regulation 30 read with Schedule III of the Listing Regulations, we wish to inform you that the Board of Directors of Vedant Fashions Limited (“the Company”) at its meeting held today has, inter-alia, considered and approved the following matters: 1. Re-appointment of Internal Auditor: The Board has approved the re-appointment of M/s. Grant Thornton Bharat LLP as the Internal Auditor (External) of the Company to conduct Internal Audit for the Financial Year 2026-27. The details as required to be disclosed under Regulation 30 of the Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed as an “Annexure A”. 2. Grant of Stock Options The Board has approved the grant of 24,237 Stock Options under VFL Employee Stock Option Scheme 2018 – “Scheme Pratham”, as amended (or “Scheme”), read with VFL Employee Stock Option Plan 2018, as amended (“Plan”), to the eligible employee(s). The details as required to be disclosed under Regulation 30 of the Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026, are enclosed as "Annexure -B". Further, we bring to your notice that the Nomination & Remuneration Committee (“NRC”) of the Company by way of its resolution dated June 25, 2026, pursuant to the authority delegated to it by the Board of Directors, has approved the allotment of 1,000 equity shares of face value of ₹ 1/- each to the eligible employee(s) of the Company upon exercise of stock options under the aforesaid Scheme read with Plan. All the said Equity Shares rank pari-passu with the existing Equity Shares of the Company in all aspects. Vedant Fashions Limited Registered Office: Paridhan Garment Park, 19, Canal South Road, SDF-1. 4th Floor, A501-A502, Kolkata: 700015, Phone: +91 3361255353 Email: info@vedantfashions.com | Website: www.vedantfashions.com | CIN: L51311WB2002PLC094677 With this allotment the issued, subscribed and paid-up share capital of the Company has increased to ₹ 24,29,78,245/- divided into 24,29,78,245 equity shares of ₹ 1/- each from ₹ 24,29,77,245/- divided into 24,29,77,245 equity shares of ₹ 1/- each. The meeting of the Board of Directors commenced at 02:55 p.m. and concluded at 03: 45 p.m. The above information is being made available on the website of the Company www.vedantfashions.com. We request you to kindly take the aforesaid information on record and disseminate the same on your respective websites. Thanking you, For, Vedant Fashions Limited Navin Pareek Company Secretary and Compliance Officer Membership No.: F10672 Encl- As above Continuation Page Annexure A Disclosure under Regulation 30 of the Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 Details relating to Re-appointment of Internal Auditor Particulars Details Reason for change viz. appointment, Reappointment of M/s. Grant Thornton Bharat LLP as re-appointment, resignation, removal, death Internal Auditor of the Company. or otherwise Date of appointment/ re-appointment/ Date of re-appointment: June 25, 2026 cessation (as applicable) & term of appointment/ re-appointment Term of appointment: Re-appointment as Internal Auditor (External) of the Company for the Financial Year 2026-27 in pursuance with the Companies Act, 2013 and the Rules made thereunder. Brief profile Name of Auditor: M/s Grant Thornton Bharat LLP. (in case of reappointment) Address: Unit 1603 & 1604, Eco Centre, Plot No 4, Street No 13, EM Block, Sector V, Bidhannagar, Kolkata – 700091 (WB) Auditor’s Brief Profile: Grant Thornton Bharat LLP, a member of Grant Thornton International Ltd, is one of the leading professional services firms in India. It is an Indian Firm with global connections and has the credit of working with businesses and government across industries and sectors, providing diverse services viz. assurance, consulting, tax, risk, and digital and technology transformation services. The Firm takes pride in being the auditor and adviser to dynamic organisations of the country. Disclosure of relationships between directors Not Applicable (in case of appointment of a director) Continuation Page Annexure B Details relating to Grant of Stock Options Disclosure under Regulation 30 of the Listing Regulations read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 Particulars Details 24,237 Stock Options have been granted under VFL Employee Stock Option Scheme 2018 – “Scheme Pratham” as amended, read with VFL Brief details of options 1 Employee Stock Option Plan 2018, as amended, as recommended by granted Nomination and Remuneration Committee. Whether the scheme is Yes. in terms of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 Total number of shares 24,237 Equity Shares of the Company having a face value of Re.1/-each. 3 covered by these options Pricing formula/ 4 Exercise Price is ₹ 412.60/- per stock option. Exercise Price Subject to the terms and conditions, if any, determined by the Board of Directors, based upon the recommendation of the Nomination and Remuneration Committee and as set forth under the Scheme, the Time within which Participant/ Nominee may exercise the Vested Options immediately on or 5 option may be after vesting but within the Exercise Period. exercised The Exercise Period within which the vested options may be exercised by the Participant/Nominee shall be 10 (ten) years from the Grant Date. The Scheme is applicable to the employees of the Company and that of its Subsidiary Companies and Holding Company, if any, and Options may be granted to the Eligible Employees in accordance with the Plan, as determined by the Board/ Committee at their own discretion. The Scheme states that eligibility to participate in the Plan is subject to Brief details of such criteria as may be decided by the Board/ Committee at its own significant terms discretion, including, but not limited to the date on which the Employee 6 joins the Company, grade of the Employee, period of service with the Company, criticality, or any other criteria, as the Committee determines. The maximum number of Options Granted to any Grantee under the Scheme shall not exceed 1 (one) percent of the fully diluted total share capital at the time of the Grant. Continuation Page The minimum vesting period shall be one year from the date of grant. The granted options are divided into ‘Time Options’ and ‘Performance Options’ as defined in the Scheme and as may be decided by the NRC/Board. Subject to continued employment, the Time Options granted shall vest as per the below schedule: Options vested/ i. 33% on the second anniversary of the Grant Date; vesting schedule ii. Next, 33% on the third anniversary of the Grant Date; iii. Balance, 34% on the fourth anniversary of the Grant Date. Subject to continued employment, the ‘Individual Performance Options’ shall vest upon the employee(s) on securing the specified individual performance rating. Vesting of ‘Company Performance Options’ shall depend upon securing the specified individual performance rating and Company performance. Subsequent changes or cancellation or exercise of such options 9 Options exercised Money realized by exercise of options The total number of shares arising as a 11 result of exercise of Not Applicable option 12 Options lapsed Variation of terms of options Diluted earnings per sha [Showing first 8,000 characters — download PDF for full document]