Your Directors are pleased to present the 45^th Annual Report of Vardhman Polytex Limited ("the Company") along with the Audited
Financial Statements for the Financial Year ended 31^st March, 2025.

1. Financial Highlights

(Rs. in Lakhs)

Financial Performance & Review

The company was having three production facilities located at
Nalagarh (Himachal Pradesh), Ludhiana (Punjab) and Bathinda
(Punjab) for the manufacturing of yarns and only production
facility at Nalagarh is operational.

Ludhiana Unit:

In March 2025, the company has closed the operations at
manufacturing unit located at Focal Point, Ludhiana to explore
various avenues for the monetization of real estate potential of
the land and streamlining the cash flows of the organization.

Bathinda Unit:

During FY 2023-24, operations at manufacturing unit located
at Badal Road, Bathinda were closed due to non-viability due to
deteriorating condition of machines, high operational cost and
operational losses. Later, it was planned to monetize the land
situated at Bathinda Unit to augment funds. The company has
received approval from Bathinda Development Authority (BDA)
stating its No Objection to establish a Residential Colony subject
to other regulatory approvals from Municipal Corporation and
other Departments. However, pending these approvals, the land
situated at Bathinda unit has been reclassified from fixed assets
to inventory in December, 2024 and is valued at fair value, based

on the Bathinda Tehsil's collector rate list for agricultural land.
This initial fair value assessment uses agricultural land rates. A
full fair market valuation will be determined after the saleable
area is precisely ascertained.

During FY 2024-25, Revenue from operations is Rs.28,498.24
Lakhs which has come down by 23.11% from Rs.37,063.81
Lakhs in FY 2023-24. The major reasons for reduction in
revenue were closure of operations of Bathinda Unit and the
lower/irregular production activities of manufacturing unit at
Ludhiana and thereafter, its closure as stated above. There is
PBT of Rs.1492.40 Lakhs during FY 2024-25 as compared to last
year's loss of Rs.2675.98 Lakh

Earlier, the bank accounts of the company were classified as NPA
by the Banks. The company had made efforts to resolve its debts
with Banks. State Bank of India, United Bank of India, Canara
Bank, Bank of Baroda, Bank of Maharashtra, Union Bank of
India (formerly known as Andhra Bank and Corporation Bank)
and Axis Bank have assigned our debt to Phoenix ARC Private
Limited through Assignment Agreements. Further, the company
had settled its debts under OTS with Bank of India, Indian Bank
(Allahabad Bank), Punjab National Bank, J & K Bank, Punjab &
Sind Bank. On November 8, 2023, the Company has accepted/
signed the Letter of Acceptances (LOA) of Phoenix ARC Private

Limited for restructuring of debt and the debt is repayable in
monthly installments upto September, 2026 as per repayment
schedule of LOA. As per the LOA, the liability will recast to the
original amount in case of default.

Consolidated Financial Statements

Consolidated Financial Statements are not required as there is
no subsidiary/ associate/ joint venture of the company.

2. Change in Nature of Business

During the year under review, there was no change in the
nature of Business. However, the land situated at Bathinda
unit has been reclassified from fixed assets to inventory in
December, 2024 initiating the Real Estate Segment of the
company in addition to the existing Textile business.

3. Associate, Joint Venture and Subsidiaries

There is no Subsidiary, Associate Company and Joint
Venture of the Company.

4. Material Subsidiaries:

The Board of Directors of the Company in its meeting had
approved the policy for determining Material Subsidiaries.
At present the Company does not have any Subsidiary/
Material Subsidiary. The Policy on Material Subsidiary
has been posted on the website of the Company at the
following link: https://www.oswalgroup.com/images/
recordupload/determination-of-material-subsidiary-
policy-2022.pdf

5. Transfer to Reserves

The Company has not transferred any amount to the
General Reserves during the year under review.

6. Dividend

Board of directors of the Company did not recommend any
dividend for the year ended 31st March, 2025.

7. Directors & Key Managerial Personnel

Mr. Suresh Kumar Banka is retiring by rotation at the
ensuing Annual General Meeting (AGM), and being eligible,
offers himself for re-appointment. The board recommends
his re-appointment in the forthcoming AGM.

The detailed section on 'Board of Directors' is given in
the separate section titled 'Corporate Governance Report’
forming part of this Annual Report.

8. Declaration of independence

The Board has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed
under sub-section (6) of Section 149 of the Companies
Act, 2013 and regulation 16 of SEBI (LODR) Regulations,
2015. In the opinion of the Board, they fulfill the conditions
specified in the Act and the Rules made thereunder and are
Independent of the management.

9. Number of Board Meetings

During the year ended 31st March, 2025, Fifteen (15)
meetings of the Board were held on the following
mentioned dates:

10. Mechanism for evaluation of board, committees and
individual directors

Pursuant to the provisions of the Companies Act, 2013
and regulation 17(10) of SEBI (LODR) regulations,
2015, a structured procedure was adopted after taking
into consideration the various aspects of the Board’s
functioning, composition of the Board and its various
Committees, execution and performance of specific duties,
obligations and governance.

The performance evaluation of the Independent Directors
was completed in time. The performance evaluation of the
Chairman and the Non-Independent Directors was carried
out by the Independent Directors. The Board of Directors
expresses its satisfaction with the evaluation process.

The Nomination and Remuneration ("NR") Committee has
laid down proper criteria and procedure to evaluate and
scrutinize performance of the Chairperson, each Executive,
Non-Executive and Independent director, Board as a whole
and its Committees.

The Independent Directors in their meeting held on
14.02.2025, through discussion, evaluated the performance
of non independent directors, Board, Managing Director
and Executive Directors except the director being
evaluated. The minutes of the said meeting were submitted
to Chairman of the Company and also placed before the
Board for their consideration. The Board has carried out
annual performance evaluation of its own performance, the
directors individually as well the evaluation of the working
of its Audit, Nomination & Remuneration and Stakeholders'
Relationship Committee.

While evaluating the performance, the following points
were considered:

i. Participation in Board Meetings and Board Committee
Meetings.

ii. Managing relationship with other directors and
management.

iii. Knowledge and Skill i.e., understanding of duties,
responsibilities, refreshment of knowledge,
knowledge of industry, ability to listens and to present
their views.

iv. Personal attributes like maintain high standard of
ethics and integrity.

v. Strategic perspectives or inputs regarding future
growth of Company and its performance.

11. Familiarization programme for Independent Directors

During FY 2024-25, the Board including all Independent
Directors were explained about their roles, rights,
and responsibilities in the Company through detailed
presentations as per the Companies Act, 2013 and SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The Board including all Independent Directors was
provided with relevant documents, reports and internal
policies to enable them to familiarize with the Company's
procedures and practices from time to time besides regular
briefing by the members of the Senior Leadership Team.
The Familiarization programme for Independent Directors
is posted on the website www.vpl.in and can be viewed at
the following weblink: https://www.oswalgroup.com/pdf/
disclosure/Familiarisation_Programme.pdf

12. Remuneration Policy

Your Company has set up a Nomination and Remuneration
('NR') Committee pursuant to Section 178 of the Act which
has formulated a policy for Directors’ Appointment and
remuneration for Directors, KMP and other employees.
They have also developed the criteria for determining
qualifications, positive attributes and independence of
a Director including making payments to Non-Executive
Directors.

NR Committee takes into consideration the best
remuneration practices being followed in the industry
while fixing appropriate remuneration packages. Further
the compensation package for Directors, Key Managerial
Personnel, Senior Management and other employees are
designed based on the following set of principles:

• Aligning key executive and Board remuneration
with the long term interests of the Company and its
shareholders;

• Minimise complexity and ensure transparency;

• Link to long term strategy as well as annual business
performance of the Company;

• Promotes a culture of meritocracy and is linked to key
performance and business drivers;

• Reflective of line expertise, market competitiveness
so as to attract the best talent.

Your directors affirm that the remuneration paid to
employees, KMP and Directors is as per the Remuneration
Policy of the Company. The Remuneration Policy of the
Company is enclosed as Annexure- A.

13. Directors’ Responsibility Statement

Pursuant to Section 134 of the Act, the Directors state that:

a) in the preparation of the annual accounts for the
Financial Year ended 31^st March, 2025, the applicable
accounting standards have been followed along with
proper explanation relating to material departures, if
any;

b) appropriate accounting policies have been selected
and applied consistently by and have made judgments

and estimates that are reasonable and prudent, so as
to give a true and fair view of the state of affairs of the
Company as at 31^st March, 2025 and of the profit and
loss of the Company for the year ended 31^st March,
2025;

c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies
Act, 2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d) the annual accounts for the financial year ended 31^st
March, 2025 have been prepared on a going concern
basis;

e) proper internal financial controls were followed by
the Company and such internal financial controls are
adequate and were operating effectively; and

f) proper systems are devised to ensure compliance
with the provisions of all applicable laws and that
such systems were adequate and operating effectively.

14. Management Discussions and Analysis Report

Management Discussions and Analysis Report as required,
pursuant to Schedule V of Securities & Exchange Board of
India (Listing Obligations and Disclosure Requirement)
Regulations, 2015 is annexed and forms part of this Report.

15. Reporting of Fraud by Auditors

During the year under review, Statutory Auditors, Internal
Auditors and Secretarial Auditors have not reported any
instances of fraud committed in the Company by its or
Employees to the Audit Committee under Section 143(12)
of the Companies Act.

16. Amounts due to micro, small and medium enterprises

Based on the information available with the company
regarding the status of the suppliers under the MSME, there
are no dues outstanding to Micro and Small Enterprises as
at 31^st March 2025.

17. Corporate Governance

The Company has complied with the Corporate Governance
requirements, as stipulated in Securities & Exchange Board
of India (Listing Obligations and Disclosure Requirement)
Regulations, 2015. A separate section on Corporate
Governance along with a certificate from the Auditors of
the Company confirming the compliance is annexed and
forms part of this Report.

The Board has also evolved and adopted a Code of Conduct
based on the principles of Good Corporate Governance
and best management practices being followed globally.
The Code of Conduct is available on the Company's
website at www.vpl.in and can be viewed at: https://www.
oswalgroup.com/images/recordupload/Code-of-Conduct-
or-Ethics-Policy.pdf

18. Material Changes and commitments

Save as mentioned elsewhere in this Report, no material
changes and commitments affecting the financial position
of the Company have occurred between the end of the
financial year of the Company i.e., 31^st March, 2025 and the

date of this Report.

19. Disclosure under the Human Immunodeficiency Virus
and Acquired Immune Deficiency Syndrome (Prevention
and Control) Act, 2017

During the year under review, no complaints were received
under the Human Immunodeficiency Virus and Acquired
Immune Deficiency Syndrome (Prevention and Control)
Act, 2017.

20. Changes in Capital Structure

During FY 2024-25, capital structure of the company has
been changed in the following manner:

• Sub-division/ split of equity shares of Rs. 10 each into
10 shares of Re. 1 each was done on 18.05.2024.

• 8,00,00,000 shares of Re.1 each were allotted
on conversion of 80,00,000 warrants allotted on
preferential share basis to non-promoters.

• 8,30,59,434 shares of Re.1 each were allotted on
rights basis.

• 7,24,50,000 convertible warrants were issued to an
entity falling under Promoter Group as per Reg. 2(1)
(pp) of SEBI (ICDR) Regulations, 2015. Out of this,
2,29,25,000 equity shares of Re. 1 each have been
allotted on conversion of 2,29,25,000 warrants. As on
date, 4,95,25,000 convertible warrants stand pending
for conversion according to the terms.

Consequently, Paid-up capital of the company has been
increased to Rs.45,88,94,004/- consisting of 45,88,94,004
equity shares having of Re.1 each as on 31.03.2025.

21. Application/ any proceeding pending under the
Insolvency & Bankruptcy Code, 2016

During the year under review, neither any application was
made nor any proceeding pending under the Insolvency &
Bankruptcy Code, 2016 against the company.

22. Details of difference between amount of the valuation
done at the time of One Time settlement (OTS) and the
valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof

Not Applicable as no OTS was done during FY 2024-25.

23. Particulars of loans, guarantees and investments u/s
186

Amount outstanding as on March 31, 2025

During the FY 2024-25, there are no transactions pertaining
to Loans, Guarantees given or Investments made.

24. Related Party Transactions

During FY 2024-25, all contracts/ arrangements/
transactions entered into by your Company with related
parties under Section 188(1) of the Act were in the ordinary
course of business and on an arm's length basis. During the

year, your Company has not entered into any transactions
with related parties which could be considered ‘material’
as per Regulation 23 of the Securities Exchange Board of
India (Listing Obligations & Disclosure Requirements)
Regulations, 2015 so there is no need to report any
transaction in AOC-2.

Further, during FY 2024-25, there were no materially
significant related party transactions made by your
Company with the Promoters, Directors, Key Managerial
Personnel or other designated persons, which might have
potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit
Committee for its approval. During the year under review,
the Audit Committee has approved transactions through
the Omnibus mode in accordance with the provisions of
the Act and Listing Regulations. Related party transactions
were disclosed to the Board on regular basis as per IND AS
24. Details of related party transactions as per IND AS 24
may be referred to in Note 45 of the Financial Statements.

The policy on Related Party Transactions is available on the
Company's website at www.vpl.in and can be viewed at:
https://www.oswalgroup.com/pdf/disclosure/policy-on-
related-party-transactions-2025.pdf

None of the Directors has any pecuniary relationships
or transactions vis-a-vis the Company except the
remuneration received by respective directors.

25. Risk Management System

Your Company follows a comprehensive system of Risk
Management and has adopted a procedure for risk
assessment and its minimization. It ensures that all the
risks are timely defined and mitigated in accordance with
the Risk Management Process, including identification
of elements of risk which might threaten the existence of
the Company. Your Company intensely monitors the Risk
Management Process in the Company and the same is
periodically reviewed by the Board. The risk management
policy of the company is placed at the website of the
company www.vpl.in and can be viewed at: https://
www.oswalgroup.com/images/recordupload/risk-
management-policy.pdf

26. Vigil Mechanism/ Whistle Blower Policy

The Company promotes ethical behavior in all its business
activities and has put in place a mechanism of reporting
illegal or unethical behavior. The Company has a vigil
mechanism/ whistle blower policy wherein the employees
are free to report violation of laws, rules, regulations or
unethical conduct to their immediate supervisor or such
other person as may be notified by the management to
the workgroups. The confidentiality of person reporting
violation is maintained and he is not subjected to any
discriminatory practice. No person has been denied access
to the chairman of Audit Committee. The vigil mechanism
policy is available at Company's website www.vpl.in and
can be viewed at: https://www.oswalgroup.com/images/
recordupload/vigil-mechanism-policy.pdf

27. Internal financial controls & their adequacy

The Company has a proper and adequate system of internal
controls. This ensures that all assets are safeguarded and
protected against loss from unauthorized use or disposition

and those transactions are authorized, recorded and
reported correctly. An extensive programme of internal
audits and management reviews supplements the process
of internal control. Internal Audit Reports along with
the management response/action plans are reviewed
by the Audit Committee, on a quarterly basis. Properly
documented policies, guidelines and procedures are laid
down for this purpose. The internal control system has been
designed to ensure that the financial and other records are
reliable for preparing financial and other statements and
for maintaining accountability of assets. The Company has
in place adequate internal financial controls with reference
to financial statements. During the year, such controls were
tested and no reportable material weakness in the design
or operation was observed.

28. Insider Trading Code

In compliance with the SEBI regulations on prevention
of insider trading, the Company has instituted a
comprehensive Code of Conduct for regulating, monitoring
and reporting of trading by Insiders. The said Code laid
down guidelines, which advised them on procedures to
be followed and disclosures to be made, while dealing
with shares of the Company and cautioned them on
consequences of non-compliances.

Further, the Company has put in place a Code of practices
and procedures of fair disclosures of unpublished price
sensitive information. Both the aforesaid Codes are in lines
with the Securities and Exchange Board of India (Prohibition
of Insider Trading) Regulations, 2015. The code of conduct
of the company for prevention of insider trading is placed
at the website of the company under the following link:
https://www.oswalgroup.com/images/recordupload/
code-for-prevention-of-insider-trading-2607.pdf

29. Corporate Social Responsibility

In accordance with the requirements of Section 135 of
Companies Act, 2013, your Company has a Corporate
Social Responsibility (CSR) Committee, which comprises
following directors as on 31st March, 2025:

The Company considers Corporate Social Responsibility
(CSR) as social obligation, sustainable development,
regulatory environment, human resource management,
safety health & environment and a part of Corporate
Governance and accordingly your Company has formulated
a Corporate Social Responsibility Policy (CSR Policy) which
is available on the website of the Company at www.vpl.in
and can be accessed at the link: https://www.oswalgroup.
com/images/recordupload/CSR-Policy-2021.pdf

The company undertake to do the following activities:

S Eradicating hunger, poverty and malnutrition,
promoting health care including preventive health
care and sanitation including contribution to the
Swach Bharat Kosh set-up by the Central Government
for the promotion of sanitation and making available
safe drinking water:

S Promoting education, including special education
and employment enhancing vocation skills especially
among children, women, elderly and the differently
abled and livelihood enhancement projects;

S Promoting gender equality, empowering women,
setting up homes and hostels for women and orphans;
setting up old age homes, day care centres and such
other facilities for senior citizens and measures
for reducing inequalities faced by socially and
economically backward groups;

S Ensuring environmental sustainability, ecological
balance, protection of flora and fauna, animal welfare,
agroforestry, conservation of natural resources and
maintaining quality of soil, air and water including
contribution to the Clean Ganga Fund set-up by the
Central Government for rejuvenation of river Ganga;

S Protection of national heritage, art and culture
including restoration of buildings and sites of
historical importance and works of art; setting up
public libraries; promotion and development of
traditional art and handicrafts;

S Measures for the benefit of armed forces veterans,
war widows and their dependents Central Armed
Police Forces (CAPF) and Central Para Military Forces
(CPMF) veterans, and their dependents including
widows;

S Training to promote rural sports, nationally

recognised sports, paralympic sports and Olympic
sports;

S Contribution to the Prime Minister's National Relief
Fund or Prime Minister’s Citizen Assistance and Relief
in Emergency Situations Fund (PM CARES Fund) or
any other fund set up by the Central Government for
socio-economic development and relief and welfare
of the Schedule Caste, Tribes, other backward classes,
minorities and women;

S Contributions to incubators or research and

development projects in the field of Science,
technology, engineering and medicine, funded
by Central Government of State Government or
Public sector undertaking or any agency of Central
Government of State Government and

S Contributions to public funded Universities; Indian
Institute of Technology (IITs); National Laboratories
and autonomous bodies established under
Department of Atomic Energy (DAE); Department
of Biotechnology (DBT); Department of Science and
Technology (DST); Department of Pharmaceuticals;
Ministry of Ayurveda, Yoga and Naturopathy, Unani,
Siddha and Homoeopathy (AYUSH); Ministry of
Electronics and Information Technology and other
bodies, namely Defense Research and Development
Organisation (DRDO); Indian Council of Agricultural
Research (ICAR); Indian Council of Medical Research
(ICMR) and Council of Scientific and Industrial
Research (CSIR), engaged in conducting research in
science, technology, engineering and medicine aimed
at promoting Sustainable Development Goals (SDGs).

S Rural development projects

S Slum area development.

S Disaster management, including relief, rehabilitation
and reconstruction activities.

The Annual Report on Corporate Social Responsibility
Activities is annexed herewith as Annexure- B and forms an
integral part of this report.

30. Audit Committee

The Audit Committee of the Company comprised of the
following Non-Executive and Independent Directors as on
31^st March, 2025:

The details about Audit Committee and its terms of
reference etc. have been given in Corporate Governance
Report. During the Year under review, there was no such
recommendation of the Audit Committee which was not
accepted by the Board.

31. Auditors:

i) Statutory Auditors and Audit Report

M/s. Romesh K. Aggarwal and Associates, Chartered
Accountants, Ludhiana (Firm Registration No.
000711N), were appointed as Statutory Auditors
of the Company at 40^th Annual General Meeting
(AGM) held on 29.09.2020 for a second term of five
consecutive years and they hold the office till the
conclusion of 45^th AGM to be held on 28.08.2025.

M/s Navneet Sehgal & Co, Chartered Accountants,
Ludhiana (Firm Registration No. 008199N) are being
appointed as Statutory Auditors of the Company at
the ensuing 45^th AGM to be held on 28.08.2025 for a
period of five years.

The firm is having a proven record of accomplishment
of around more than 38 years in the fields of
Accounting, Auditing, Direct and Indirect Taxation,
Finance and Consultancy services.

The Auditors' Report for FY 2024-25 does not contain
any qualifications, reservations or adverse remarks,
which require explanations/comments by the Board.

ii) Secretarial Auditors

Pursuant to the provisions of the Act and the Rules
made thereunder, the Board of Directors of the
Company had appointed M/s Harshit Arora and
Associates, Practising Company Secretaries, in place
of M/s Khanna Ashwani and Associates due to their
resignation, to conduct the Secretarial Audit of the
Company for the Financial Year ended 31st March
2025.

The Secretarial Audit Report for the Financial Year
ended 31^st March, 2025 is annexed herewith as
'Annexure- C, which forms part of this report. There
has been no qualification, reservation, adverse remark
or disclaimer given by the Secretarial Auditors in their
Report.

Further, in terms of the requirement of the Regulation

24A of the SEBI Listing Regulations, the Board
on recommendation of the Audit Committee has
approved the appointment of M/s Harshit Arora and
Associates, Practising Company Secretaries as the
Secretarial Auditors of the Company for five years
i.e. from FY 2025-26 to FY 2029-30, subject to the
Shareholders' approval at the ensuing AGM.

iii) Cost Auditors

M/s Ramanath Iyer & Company, Cost Accountants,
New Delhi were appointed as the Cost Auditors
of the Company for FY 2024-25 to audit the cost
accounts of the Company. The Board of Directors has
re-appointed M/s Ramanath Iyer & Company, Cost
Accountants, New Delhi, as the Cost Auditors of the
Company to conduct cost audit for the financial year
ended 31^st March, 2026. As per the requirement of
Section 148 of the Companies Act, 2013 read with
rules made there under, the remuneration to be paid
to them is placed for the ratification by the members
at this ensuing Annual General Meeting. The company
has maintained cost records as prescribed under the
Companies Act.

32. Compliance to Secretarial Standards

The company has duly complied with the applicable
Secretarial Standards during the FY 2024-25.

33. Deposits from Public

The Company has not accepted any deposits from public
during the year and as such no amount on account of
principal or interest on public deposits was outstanding as
on the date of balance-sheet.

34. Listing of securities

The shares of the Company are listed on National Stock
Exchange of India Limited (NSE) and BSE Limited. The
Company has paid annual listing fee to exchanges for the
year 2024-25 and also for the year 2025-26.

35. Human Resources Management

Your Company gives utmost importance to human
resource. It considers "Human Resource as Human Capital"
and believes in the development of Human Resource.
The Company strongly believes in the Performance
Management System and always tries to explore and tap
high potential at the Group level to meet new challenges
and competition. Our main tool is training and developing
talent at various levels. Internal and external trainings are
regularly organized for the development of the members/
employees.

The information required under Section 197(12) of the
Companies Act, 2013 read with Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, is annexed herewith as ' Annexure-D'.

36. Safety, Health & Environment

The Company's top priority is safety, with regard to
employment. It encourages safety measures at all
operational levels, especially at floor level. Regular training
programs are conducted to create awareness about the
importance of safety at work. Medical Camps are organized

periodically for welfare of the members. Additionally,
regular medical facilities are also provided to them.

37. Prevention of Sexual Harassment at workplace

The Company has in place a Prevention of Sexual
Harassment policy in line with the requirements of the
Sexual Harassment ofWomen at the Workplace (Prevention,
Prohibition and Redressal) Act, 2013. All employees
(permanent, contractual, temporary, trainees) are covered
under this policy. Internal Complaints Committees have
been framed at various locations to redress complaints
of sexual harassment. The Company has not received any
compliant related to sexual harassment during the year.

38. Energy conservation, technology absorption and foreign
exchange earnings and outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3) (m) of the Companies Act,
2013 read with Rule 8 of The Companies (Accounts) Rules,
2014, is annexed herewith as 'Annexure- E.

39. Annual Return

The Annual Return (Form MGT-7), as required under
Section 92 of the Act read with rules, is available on the
Company's website viz.

https://www.oswalgroup.com/images/recordupload/
VPI. Annual%20Return%202024.pdf

40. Company Petition

Vardhman Polytex Ltd (VPL) being erstwhile holding
company of FM Hammerle Textiles Limited had filed a
petition u/s 397, 398 of the erstwhile Companies Act,
1956 in the Hon’ble Company Law Board, Principal
Bench, New Delhi against minority shareholder of FMH-
Maschinen Umwelttechnik Transportanlagen Gesellschaft
mbH, Austria [(MUT)- another shareholder], IRIS Textile
GmbH (erstwhile foreign Collaborator), Mr. Josef Hahnl,
Director and Mr. Ishwinder Maddh (erstwhile Alternate
director to Mr. Josef Hahnl) alleging that the activities
and acts of Mr. Josef Hahnl and Mr. Ishwinder Maddh are
in the manner oppressive to VPL. VPL also filed petition
before the CLB to declare that allotment of 1,90,15,920
shares to IRIS (presently held by MUT) as void ab initio
for want of consideration and rectify the register by
cancelling the allotment made to IRIS. In furtherance of the
petition filed by the Company, the MUT filed an application
against OFMHT for oppression and mismanagement. The

Company Law Board (CLB) vide its consolidated order
dated 13.08.2015 has dismissed all the petitions. The
matter pertaining to rectification of register of members
was disposed off against VPL. The same was challenged
before the Punjab & Haryana High Court at Chandigarh
and a stay was granted in the matter by the Hon'ble High
Court. In response to the order of CLB dated 13.08.2015,
Hahnl Group filed two applications at CLB for execution
of above CLB order and for amendment/rectification in
the order. Also MUT had got an order dated 13.10.2017
from Supreme Court of India for adding Vardhman Polytex
limited as a party to purchase the shares pursuant to CLB
Order dated 13.08.2015. Punjab & Haryana High Court,
Chandigarh vide its interim order dated 04-12-2019 has
directed to determine the market value of shares held
by minority shareholders of FM Hammerle Textiles Ltd.
Resolution plan of FMH was approved on 13.03.2020 by
NCLT vide which existing shares of FMH have extinguished.
As per Supreme Court order VPL and MUT shared equally
the fees paid to E & Y for valuation of shares of FMH and
valuation report was duly submitted to Punjab & Haryana
High Court at Chandigarh. Later, all appeals/applications
filed with Punjab & Haryana High Court at Chandigarh
in this regard have been disposed off. MUT has filed an
application with NCLT, Chandigarh for execution of CLB
order dated 13.08.2015. The matter is sub judice.

41. Significant and material orders passed by the regulators
or courts or tribunals

Except as stated in the report, there are no significant and
material orders passed by the Regulators or Courts or
Tribunals which would impact the going concern status of
the Company.

42. Acknowledgements

The Board places on record its sincere appreciation for the
immense support received from the customers, vendors,
business associates, shareholders, Financial Institutions,
Governments and for the significant contribution made by
employees of the Company.

For and on behalf of the Board
Sd/-

(Adish Oswal)

Date: 28.07.2025 Chairman and Managing Director

Place: Ludhiana (DIN-00009710)