Shareholders meeting

G@) | Vardhman VARDHMAN HOLDINGS LIMITED Delivering Excellence. Since 1965. CHANDIGARH ROAD Vardhman LUDHIANA-141010, PUNJAB T: +91-161-2228943-48 F: +91-0161-2601048 E: secretarial.lud@vardhman.com Ref. VHL: SCY: AUG: 2026-27, Dated: 25-Aug-2026 BSE Limited, N ational Stock Exchange of India Limited, 15t Floor, New Trading Ring, Exchange Plaza, Bandra-Kurla Complex, Rotunda Building, P.J Towers, Bandra (East), Mumbai-400 051 Dalal Street, Mumbai-400 001. Scrip Code: VHL Scrip Code: 500439 : COMPANY, NOTICE CONVENING 62% ERAL MEETING &E - VO TING INFC¢ YRMATION Dear Sir/Madam, Pursuant to applicable regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that the 62"? Annual General Meeting (‘AGM’) of the Members of the Company will be held on Thursday, 17" September, 2026 at 11:15 a.m. through Video Conferencing (“VC”) and Other Audio Visual Means (‘OAVM”), in compliance with the relevant circulars issued by the Ministry of Corporate Affairs (‘MCA’) and Securities and Exchange Board of India (‘SEBI’). Further, the Company has fixed Thursday, 10°" September, 2026 as the cut-off date to ascertain the eligibility of Members entitled to cast their vote electronically on all the resolutions to be passed at the AGM. The Company has engaged the services of Central Depository Services (India) Limited (CDSL) to provide the e-Voting facility. The remote e- Voting schedule is as under: Commencement of remote e-Voting 14‘ September, 2026 (09:00 a.m. onwards) End of remote e-Voting 16'" September, 2026 (upto 05:00 p.m.) Pursuant to Regulation 34(1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, please find enclosed the Annual Report (F.Y. 2025-26) alongwith the Notice convening the 627 AGM of the Company. The said documents are also available on the website of the Company at www.vardhman.com. YARNS | FABRICS | THREADS | GARMENTS | FIBRES | STEELS ~ CIN: LI7TE11PB1962PLC002463 WWW.VARDHMAN.COM G) | Vardhman VARDHMAN HOLDINGS LIMITED P = | Delivering Excellence. Since 1965. CHANDIGARH ROAD ardhman LUDHIANA-141010, PUNJAB T: +91-161-2228943-48 F: +91-0161-2601048 E: secretarial.lud@vardhman.com Kindly take the same on record. Thanking you, Yours faithfully, For Vardhman Holdings Limited Sandeep (Company Secretary) YARNS | FABRICS | THREADS | GARMENTS | FIBRES | STEELS ~ CIN: LI7ELIPB1962PLC002463 WWW.VARDHMAN.COM VARDHMAN HOLDINGS LIMITED ANNUAL REPORT 2025-26 CORPORATE INFORMATION Vardhman Holdings Limited BOARD OF DIRECTORS CHIEF FINANCIAL OFFICER REGISTRAR AND TRANSFER AGENT Mrs. Poorva Bhatia M/s. Alankit Assignments Limited Mr. Shri Paul Oswal New Delhi Chairman and Managing Director COMPANY SECRETARY Mrs. Suchita Jain Mr. Sandeep REGISTERED & CORPORATE OFFICE Director Vardhman Premises, Chandigarh Road, AUDITORS Ludhiana-141 010 Mr. Sachit Jain M/s. K.C. Khanna & Co. Phone: (0161) 2228943-48 Director Chartered Accountants E-mail: secretarial.lud@vardhman.com Mr. Vikas Kumar Ludhiana Website: www.vardhman.com Director CIN: L17111PB1962PLC002463 Mr. Devendra Bhushan Jain Independent Director Mr. Manjul Pahwa Independent Director Dr. Parampal Singh Independent Director Contents 01 Notice Mrs. Anila Nair 14 Directors' Report Independent Director 29 Corporate Governance Report 41 Independent Auditors' Report (Standalone) 50 Standalone Balance Sheet 51 Standalone Statement of Profit and Loss 52 Standalone Cash Flow Statement 53 Standalone Statement of Changes in Equity 55 Notes to Standalone Financial Statements 98 Independent Auditors' Report (Consolidated) 106 Consolidated Balance Sheet 107 Consolidated Statement of Profit and Loss 108 Consolidated Cash Flow Statement 109 Consolidated Statement of Changes in Equity 111 Notes to Consolidated Financial Statements Statutory Financial Reports Statements NOTICE NOTICE is hereby given that the SIXTY SECOND ANNUAL and its Powers) Rules, 2014, Company Secretary be and is GENERAL MEETING of Vardhman Holdings Limited will be hereby authorized to do the necessary entries in the Register held on Thursday, the 17th day of September, 2026 at 11:15 a.m. of contracts or arrangements in which Directors are interested through Video Conferencing (“VC”)/ Other Audio Visual Means and authenticate them.” (“OAVM”), to transact the following business:- BY ORDER OF THE BOARD ORDINARY BUSINESS: Sd/- Item No. 1 – To adopt Standalone Financial Statements: Place: Ludhiana (Sandeep) Date: 6th August, 2026 Company Secretary To receive, consider and adopt the Audited Standalone Financial Statements of the Company for the financial year ended 31st March, 2026, together with reports of Board of NOTES: Directors and Auditors thereon. 1. The 62nd Annual General Meeting (AGM) is being convened through Video Conferencing (‘VC’) / Other Item No. 2 – To adopt Consolidated Financial Statements: Audio Visual Means (‘OAVM’) pursuant to General To receive, consider and adopt the Audited Consolidated Circular No(s). 14/2020 dated 8th April, 2020, 17/2020 Financial Statements of the Company for the financial year dated 13th April, 2020, 20/2020 dated 5th May, 2020, and ended 31st March, 2026, together with report of Auditors thereon. subsequent circulars issued in this regard, the latest being General Circular No. 03/2025 dated 22nd September, 2025, Item No. 3 – To declare Dividend: issued by the Ministry of Corporate Affairs (hereinafter To declare a dividend of H5/- per equity share for the year ended collectively referred to as 'MCA Circulars'), which permit 31st March, 2026. the companies to hold AGM through VC/ OAVM, which Item No. 4 – To re-appoint Mr. Vikas Kumar as a director does not require physical presence of members at a liable to retire by rotation: common venue and sending physical copies of Annual Report. The deemed venue for the 62nd AGM shall be the To appoint a Director in place of Mr. Vikas Kumar (DIN: Registered Office of the Company i.e. Vardhman Premises, 07650988), who retires by rotation in terms of Section 152(6) Chandigarh Road, Ludhiana - 141010. of the Companies Act, 2013 and being eligible, offers himself for re-appointment. 2. Pursuant to the provisions of Section 108 of the SPECIAL BUSINESS: Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as ITEM NO. 5: amended) and Regulation 44 of the SEBI (Listing TO ENTER INTO RELATED PARTY TRANSACTIONS: Obligations and Disclosure Requirements) Regulations, To consider and if thought fit, to pass, with or without 2015 (as amended) and MCA Circulars, the Company modification(s), the following resolution as an Ordinary is providing facility of remote e-Voting to its Members Resolution: in respect of the business to be transacted at the AGM. For this purpose, the Company has engaged the services “RESOLVED THAT pursuant to the provisions of the Companies of Central Depository Services (India) Limited (CDSL) as the Act, 2013 (“the Act”), SEBI (Listing Obligations and Disclosure agency to provide e-Voting facility. Requirements) Regulations, 2015 (“Listing Regulations”) including any statutory modification(s) or re-enactment(s) 3. The Members can join the AGM in the VC/OAVM mode thereof for the time being in force, consent of the Members 15 minutes before and after the scheduled time of the of the Company be and is hereby accorded for entering commencement of the Meeting by following the procedure into contracts i.e. material transactions with related party as mentioned in the Notice (Refer Point 12). The facility of mentioned in the Statement annexed to the Notice. participation at the AGM through VC/OAVM will be made available to atleast 1000 members on first come first served RESOLVED FURTHER THAT pursuant to the provisions of basis. This will not include large Shareholders (Shareholders Section 189 of the Act (as amended or re-enacted from time holding 2% or more shareholding), Promoters, Institutional to time) read with Rule 16 of the Compani [Showing first 8,000 characters — download PDF for full document]