Transcript
Page 1: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

Vardhman

~Vardhman VARDHMAN TEXTILES LIMITED

1. Issuer details:

| Delivering Excellence. Since 1965.

4.1. Details of the issuer:

Annexure |

Disclosures to be provided along with the application for listing

CHANDIGARH ROAD

LUDHIANA-141010, PUNJAB

T: +91-161-2228943-48

F: +9]-161-2601 048

E: [email protected]

(i) Name Vardhman Textiles Limited

Address Vardhman Premises, Chandigarh Road, Ludhiana-141010

CIN L17111PB1973PLC003345

PAN AABCM4692E

(ii) Line of business: Manufacturing of Textile and related products

(iii) Chief Executive: Mr. S.P. Oswal (Chairman & Managing Director)

(iv) Group affiliation: Not Applicable

1.2. Details of the directors:

Name, Age | Address Director since | List of other directorships

designation

and DIN

Mr. Shri Paull 77 “Auro Mirra | 08/10/1973 1. Vardhman Holdings Limited

Oswal, years | Bhawan” 2. Vardhman Acrylics Limited

Chairman & 2722, Pakhowal 3. Nimbua Greenfield (Punjab) Managing Road, Limited

Director, Ludhiana 4. VMT_ Spinning Company

00121737 Limited

5. Mahavir Spinning Mills

Private Limited

6. Santon Finance And

Investment Company Limited

7. Flamingo Finance And

Investment Company Limited

8. Ramaniya Finance And

Investment Company Limited

9g. Devakar Investment And

Trading Company Private

Limited

Mrs. Suchita | 51 “Auro Mirra | 29/01/2010 1. Vardhman Holdings Limited

Jain, years | Bhawan” 2. Vardhman Special Steels

Vice-Chairperso 2722, Pakhowal Limited

YARNS | FABRICS | THREADS | GARMENTS | FIBRES | STEELS

PAN NO.: AABCM4692E CIN: L17E1EPBI973PLC003345

WWW.VARDHMAN.COM

Page 2: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

Vardhman VARDHMAN TEXTILES LIMITED | Delivering Excellence. Since 1965. CHANDIGARH ROAD

LUDHIANA- 141010, PUNJAB

T: +91-161-2228943-48

F: +91-161-2601 048

E: [email protected]

i

: :

| Vardhman

n & = Joint Road, 3. Vardhman_ Spinning And Managing Ludhiana General Mills Limited Director 4. VTL Investments Limited 00746471 5. Mahavir Spinning Mills

Private Limited

6. Santon Finance And

Investment Company Limited

7. Flamingo Finance And

Investment Company Limited

8. Ramaniya Finance And

Investment Company Limited

9g. Devakar Investment And

Trading Company Private

Limited Mr. Neeraj Jain, | 52 B-19-167/1, Col. | 31/03/2010 1. VMT Spinning Company Joint Managing | years | Gurdial Singh Road, Limited Director, Civil Lines, Ludhiana 2. Vardhman_ Spinning And 00340459 General Mills Limited

3. Vardhman Apparels Limited

4. Vardhman Nisshinbo

Garments Company Limited

5. Vardhman Textile

Components Limited Mr. Sachit Jain, | 53 “Auro Mirra | 13/06/1994 1. Vardhman Holdings Limited Director, years | Bhawan” 2. Vardhman Special Steels 00746409 2722, Pakhowal Limited

Road, 3. Vardhman Acrylics Limited

Ludhiana 4. VTL Investments Limited

5. The Alloy Steel Producers

Association of India

6. Mahavir Spinning Mills Private Limited

7. Santon Finance And

Investment Company Limited

8. Flamingo Finance And

Investment Company Limited

g. Ramaniya Finance And

Investment Company Limited

10. Devakar Investment And

Trading Company Private

Limited

YARNS | FABRICS | THREADS | GARMENTS | FIBRES | STEELS

PAN NO.: AABCM4692E = CIN: LI71 11PBI973PLC003345

WWW.VARDHMAN.COM

Page 3: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

Vardhman Delivering Excellence. Since 1965.

VARDHMAN TEXTILES LIMITED

CHANDIGARH ROAD LUDHIANA-141010, PUNJAB T: +91-161-2228943-48 F: +91-161-2601 048 E: [email protected]

Mr. Darshan Lal | 71 B-XX-770/2, Gurdev | 08/05/1985 1. Vardhman Acrylics Limited

Sharma, years | Nagar, Pakhowal 2. VMT Spinning Company

Director, Road, Ludhiana Limited 00727581 3. Confederation of Indian

Textile Industry

4. Vardhman Yarns And

Threads Limited

5. Vardhman Nisshinbo

Garments Company Limited

6. Avon Cycles Ltd

7. Ralson (India) Limited

8. Guetermann India Private

Limited 9. Textile Sector Skill Council

10. The Cotton Textiles Export

Promotion Council

Mr. Prafull | 82 9, Pathik, Shital | 26/07/1980 1. Unichem Laboratories

Anubhai, years | Bagh, Paldi, Limited

Independent Ahmedabad-380007 2. Aditya Birla Sun Life Trustee

Director, Private Limited

00040837 3. Center For Study of Science Technology And Policy

Mr. Subash | 77 J-17, South City-l, 30/03/2005 1. Max Speciality Films Limited

Khanchand years | Gurgaon-122001

Bijlani, (Haryana)

Independent

Director,

01040271

Mr. Ashok | 76 House No. 1138, | 28/01/2009 1. Punjab Alkalies And

Kumar Kundra, | years | Sector- 44 B, Chemicals Limited

Independent Chandigarh 2. Nimbua Greenfield (Punjab) Director, Limited

00154024

Dr. Parampal | 46 House no. 351-B, | 27/11/2017 -

Singh, years | Bhai Randhir Singh

Independent Nagar, Ludhiana

Director,

07995388 Mr. Devendra | 77 Rattan Kunj, 7 | 08/11/2017 -

Bhushan Jain, years | Bunglows Road,

Independent Andheri (W) Near

Director, Nana Nani Park,

YARNS {| FABRICS | THREADS | GARMENTS | FIBRES | STEELS

PAN NO.: AABCM4692E

WWW.VARDHMAN.COM

CIN: LE7}!1PB1973PLC003345

Page 4: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

Vardhman

1.3.

i : i

yp g &

| g

Vardhman VARDHMAN TEXTILES LIMITED Delivering Excellence. Since 1965. CHANDIGARH ROAD

LUDHIANA- 141010, PUNJAB

T: +91-161-2228943-48

F: +91-161-2601 048

E: secretarial. [email protected] 06911676 Vesava___ (Versova),

Mumbai-400061 Mr. — Rajender | 66 C-6/3,_ First Floor, | 05/08/2015 1. IOL Chemicals And

Mohan Malla, years | Safdarjung Dev Pharmaceuticals Limited Independent Area, New Delhi - 2. Waaree Technologies Director, 110016 Limited 00136657 3. Metro Tyres Limited

4. Waaree Energies Limited

5. Nextgen Telesolutions Private Limited

6. Morgan Arc Private Limited 7. Adani Capital Private Limited

8. Centillion Finance Limited

Mrs. Harpreet | 46 Victoria Farms, | 06/02/2019 - Kaur Kang, years | Village Jhande, PO Independent Baddowal, Ludhiana Director,

03049487

Details of change in directors in last three financial years including any change in the current year:

Name, designation | Date of | Date of cessation | Remarks(viz. reasons for change and DIN appointment/ | (in case of | etc)

resignation resignation) Mr. Suresh | 28/11/2016 28/11/2016 Resignation Kishinchand Khatanhar,

Nominee Director,

03022106

Mr. Kumar Neel | 28/11/2016 11/12/2017 Appointment & Resignation Lohit, (Appointment) Nominee Director,

06504417 Mr. Shravan | 22/09/2017 22/09/2017 Completion of term of Talwar, (Cessation) independent Director Independent Director,

01657234 Dr. Parampal | 27/11/2017 - Appointment

YARNS | FABRICS | THREADS | GARMENTS | FIBRES | STEE|

PAN NO.: AABCM4692E CIN: L171 1 1PBI973PLC003345

WWW.VARDHMAN.COM

Page 5: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

| Vardhman VARDHMAN TEXTILES LIMITED

| Delivering Excellence. Since 1965. CHANDIGARH ROAD

LUDHIANA- 141010, PUNJAB

T: +91-161-2228943-48

F: +91-161-260!1 048

E: [email protected]

vardhman

Singh,

Independent

Director,

07995388 Mrs. Harpreet | 06/02/2019 - Appointment

Kaur Kang,

Independent

Director,

3049487

1.4. List of top 10 holders of equity shares of the company as on date or the latest quarter end:

S. Name and category of | Total No. of | No of shares | Total shareholding as % of total

No. | shareholder equity shares | in demat | no. of equity shares

form

1. Vardhman Holdings | 1,53,53,628 1,53,53,628 26.70

Limited

(Promoter) 2. Adishwar Enterprises | 1,03,18,863 1,03,18,863 17.95

LLP

(Promoter)

3. Devakar Investment & | 62,28,019 62,28,019 10.83

Trading Company

Private Limited

(Promoter)

4. Franklin Templeton | 21,11,408 21,11,408 3.67

Investment Funds

(Public) 5. Franklin India Smaller | 16,55,675 16,55,675 2.88

Companies Fund

(Public) 6. Reliance Capital | 16,52,091 16,52,091 2.87

Trustee Company

Limited A/C Nippon

India Growth Fund

(Public) 7. HDFC Small Cap Fund | 15,02,060 15,02,060 2.61

(Public)

8. VTL Investments | 10,03,473 10,03,473 1.75 -

Limited

(Promoter)

YARNS | FABRICS | THREADS | GARMENTS [| FIBRES | STEELS

PAN NO.: AABCM4692E 9 CIN: LE71 1 1PB1973PLC003345

WWW.VARDHMAN.COM

Page 6: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

~Vardhman VARDHMAN TEXTILES LIMITED

;

Vardhman | Delivering Excellence. Since 1965. CHANDIGARH ROAD

LUDHIANA-141010, PUNJAB

T: +91-161-2228943-48

F: +91-161-2601 048

E: [email protected]

9. HDFC Trustee | 8,40,300 8,40,300 1.46

Company Ltd - Alc

HDFC Hybrid Equity

Fund

(Public)

10. DSP Small Cap Fund 754,604 754,604 1.31

(Public)

1.5. Details of the statutory auditor:

Name and address | Date of | Remarks

appointment

Deloitte Haskins & | 22/09/2017

Sells LLP,

Gurugram

1.6. Details of the change in statutory auditors in last three financial years including any change in the

current year:

Name, address Date of | Date of cessation | Remarks (viz.

appointment/ (in case of | reasons for change

resignation resignation) etc)

S. C. Vasudeva & | 22/09/2017 22/09/2017 Completion of term

Co., Chartered

Accountants,

New Delhi

Deloitte Haskins | 22/09/2017 Appointment

& Sells LLP,

Gurugram

1.7. List of top 10 debt securities holders (as on 31 December, 2019):

S. Name of holder Category Face value Holding of debt

securities as

a percentage

of total debt

securities

outstanding

of the issuer

1. ICICI Prudential Savings Fund Public- 10,00,000 15

YARNS | FABRICS | THREADS | GARMENTS | FIBRES | STEELS

PAN NO.: AABCM4692E 9 CIN: LI7LL1PBI973PLC003345

WWW.VARDHMAN.COM

Page 7: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

| _ | Vardhman VARDHMAN TEXTILES LIMITED

Vardhman i Delivering Excellence. Since 1965. CHANDIGARH ROAD

LUDHIANA-141010, PUNJAB

T: +91-161-2228943-48

F: +91-161-2601 048

E: [email protected]

Institutional

Investor

2. HDFC Bank Limited Public- 10,00,000 50

Institutional

Investor

3. ICICI] Prudential Floating Interest | Public- 10,00,000 35

Fund Institutional

Investor

1.8. List of top 10 CP holders as on date

S. No. Name of CP/| Category of | Face value of | CP holding

holder CP holder CP holding percentage as

a percentage

of total CP

outstanding

of the issuer

1, HDFC Bank | Financial 5,00,000 100%

Ltd Institution

2. Material Information:

2.1. Details of all default/s and/or delay in payments of interest and principal of CPs (including

technical delay), debt securities, term loans, external commercial borrowings and other financial

indebtedness including corporate guarantee issued in the past 5 financial years including in the

current financial year. -Nil

2.2. Ongoing and/or outstanding material litigation and regulatory strictures, if any. -Nil

2.3. Any material event/ development having implications on the financials/credit quality including

any material regulatory proceedings against the Issuer/promoters, tax litigations resulting in material

liabilities, corporate restructuring event which may affect the issue or the investor’s decision to

invest / continue to invest in the CP. -Nil

3. Details of borrowings of the company, as on the latest quarter end:

3.1. Details of debt securities and CPs:

Seri | ISIN Tenor/ | Coup | Am | Date Redem | Credi | Secured/ | Security Othe

es Period | on oun | of ption t Unsecur r

of t allotm | date/ rating | ed

maturi issu | ent Schedul

ty ed e

YARNS | FABRICS | THREADS | GARMENTS [| FIBRES | STEELS

PAN NO.: AABCM4692E = CIN: LI7111PB1973PLC003345

WWW.VARDHMAN.COM

Page 8: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

| Vardhman VARDHMAN TEXTILES LIMITED Delivering Excellence. Since 1965. CHANDIGARH ROAD

LUDHIANA-141010, PUNJAB

T: +91-161-2228943-48

F: +91-161-2601 048

E: [email protected]

Vardhmadn |

Rs Is of Cro IPA, res Detai

Is of

CRA A INE825A070 | 3 759% }150 |8 Sep} 8 Sep/AA+ | Secured | first pari | Not

43 years 2017 2020 passu Appli

charge on | cable Fixed

Assets and

second

pari passu

charge on

Current

assets B INE825A070 | 4 7-69% |150 | 8 Sep|8 Sep | AA+ Secured | first pari | Not

50 years 2017 2021 passu Appli charge on | cable Fixed

Assets and

second

pari passu

charge on

Current

assets C INE825A070 | 5 7-754 |199.|8 Sep|8 Sep] AA+ Secured | first pari | Not

68 years 80 | 2017 2022 passu Appili charge on | cable Fixed

Assets and

second

pari passu

charge on

Current

assets

3.2. Details of secured/ unsecured loan facilities/ bank fund based facilities/ rest of the borrowing, if any, including hybrid debt like foreign currency convertible bonds (FCCB), optionally convertible debentures / preference shares from banks or financial institutions or financial creditors, as on last quarter end:

YARNS [| FABRICS | THREADS | GARMENTS | FIBRES | STEELS

PAN NO.: AABCM4692E CIN: LI7111PB!973PLC003345

WWW.VARDHMAN.COM

Page 9: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

Vardhman

Vardhman Delivering Excellence. Since 1965.

VARDHMAN TEXTILES LIMITED CHANDIGARH ROAD

LUDHIANA- 141010, PUNJAB

T: +91-161-2228943-48

F: +91-161-2601 048

E: secretarial. [email protected]

Lender’s

Name of the

name/

Bank

Nature

of

facility/

instrum

ent

Amount

sanctio

ned

Principa

|

Amount

outstan

ding

Repaym

ent

date /

schedul

Security

’ if

applica

ble

Credit

rating, if

applicable

Asset

classifica

tion

State

India

Bank of Fund

Based

Facility

720 0.00 on

demand

first

pari

passu

charge

on

Current

Assets

and

second

pari

passu

charge

on fixed

assets

Crisil AA + Standard

ICICl Bank Fund

Based

Facility

350 117.65 on

demand

first

pari

passu

charge

on

Current

Assets

and

second

pari

passu

charge

on fixed

assets

Crisil AA + Standard

Canara Bank Fund

Based

Facility 150 36 on

demand first

pari

passu

charge

on

Current

Assets

and

second Crisil AA + Standard

YARNS | FABRICS | THREADS | GARMENTS | FIBRES | STEELS

PAN NO.: AABCM4692E

WWW.VARDHMAN.COM

CIN: LI7}EIPBI973PLC003345

Page 10: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

Vardhman VARDHMAN TEXTILES LIMITED

Delivering Excellence. Since 1965. Vardhman

CHANDIGARH ROAD

LUDHIANA-141010, PUNJAB

T: +91-161-2228943-48

F: +91-161-2601 048

E: [email protected]

pari

passu

charge

on fixed

assets

Kotak Bank Fund

Based

Facility

100 34 on

demand

first

pari

passu

charge

on

Current

Assets

and

second

pari

passu

charge

on fixed

assets

Crisil AA + Standard

HDFC Bank Fund

Based

Facility

430 92 on

demand

first

pari

passu

charge

on

Current

Assets

and

second

pari

passu

charge

on fixed

assets

Crisil AA + Standard

Bank of

Scotia

Nova Fund

Based

Facility

75 74 on

demand

unsecur

ed

Crisil AA + Standard

Bank of India Term Loan 235.00 47.75 Mar,

2020 first

pari

passu

charge

on

Fixed Crisil AA + Standard

YARNS | FABRICS | THREADS GARMENTS | FIBRES | STEELS

PAN NO.: AABCM4692E 9 CIN: LI7111PB1973PLC003345

WWW.VARDHMAN.COM

Page 11: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

| _ 'Vardhnman VARDHMAN TEXTILES LIMITED

Delivering Excellence. Since 1965. CHANDIGARH ROAD

LUDHIANA-141010, PUNJAB

T: +91-161-2228943-48

F: +91-161-2601 048

E: [email protected]

Vardhman

Assets

and

second

pari

passu

charge

on

Current

assets

State Bank of | Term 224.00 | 133.46 Sep,202 | first Crisil AA+ | Standard

India Loan 2 pari passu

charge

on

Fixed

Assets

and

second

pari

passu

charge on

Current

assets

ICICI Bank Term 542.00 | 485.32 | Dec,202 | first Crisil AA + | Standard

Loan 5 pari

passu

charge

on

Fixed

Assets

and

second

pari

passu

charge

on

Current

assets

AXIS Bank Term 130.00 | 43 Mar,202 | first Crisil AA + | Standard

Loan 6 pari passu

YARNS | FABRICS | THREADS | GARMENTS [| FIBRES | STEELS

PAN NO.: AABCM4692E 9 CIN: LI7E11PBI973PLC003345

WWW.VARDHMAN.COM

Page 12: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

Vardhman VARDHMAN TEXTILES LIMITED

Delivering Excellence. Since 1965. “ CHANDIGARH ROAD

LUDHIANA- 141010, PUNJAB

T: +91-161-2228943-48

F; +91-161-2601 048

E: [email protected]

Vardhman

charge

on

Fixed

Assets

and

second

pari

passu

charge

on

Current

assets

HDFC Bank Term 385.00 | 255 Dec,202 | first Crisil AA + | Standard

Loan 4 pari passu

charge

on

Fixed

Assets

and

second

pari

passu

charge

on

Current

assets

CITI Bank ECB 42.80 42.80 Aug,202 | first Crisil AA+ | Standard

4 pari

passu

charge

on

Fixed

Assets

3.3. The amount of corporate guarantee or letter of comfort issued by the issuer along with name of

the counterparty (like name of the subsidiary, JV entity, group company, etc) on behalf of whom it

has been issued, contingent liability including debt service reserve account (DSRA) guarantees/ any

put option etc. -Nil

4. Issue Information:

YARNS [| FABRICS | THREADS | GARMENTS | FIBRES | STEELS

PAN NO.: AABCM4692E 9 CIN: LE7111PBI973PLC003345

WWW.VARDHMAN.COM

Page 13: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

VARDHMAN TEXTILES LIMITED -Vardhman Delivering Excellence. Since 1965.

CHANDIGARH ROAD

LUDHIANA-141010, PUNJAB

T: +91-161-2228943-48

F: +91-161-2601 048

E: [email protected]

Vardhman :

4.1. Details of current tranche including ISIN, amount, date of issue, maturity, all credit ratings

including unaccepted ratings, date of rating, name of credit rating agency, its validity period (details

of credit rating letter issued not older than one month on the date of opening of the issue), details of

issuing and paying agent and other conditions, if any.

ISIN Amount issue Date | Maturity Date | Current | Validity CRA IPA Other Credit | Period of conditio

Rating Rating ns

INE825A14874 | Rs. 200 cr | 11 Feb, 2020 | 30 Mar, 2020 Ai+ 6o days | CRISIL&IND | HDFC Bank Nil 4.2. CP borrowing limit, supporting board resolution for CP borrowing, details of CP issued during the

last 15 months.

CP borrowing limit, supporting board resolution for CP borrowing: Enclosed as annexure

Details of CP issued during the last 15 months. —

RATED AMOUNT

ISIN ISSUE DATE RS MATURITY IPA CRA RATIN | AMOUNT CRORES DATE G (RS

CRORES)

: . HDFC INE825A14684 07-Apr-17 Fri 200 12-May-17 Fri BANK CRISIL At+ 1000

‘ HDFC CRISIL INE825A14692 07-Apr-17 Fri 200 06-Jun-17 Tue BANK Ai+ 1000

HDFC CRISIL INE825A14692 07-Apr-17 Fri 200 06-Jun-17 Tue BANK A1+ 1000

HDF ISIL INE825A14700 12-May-17 Fri 200 30-Jun-17 Fri DFC CRIS At+ 1000

BANK

HDF CRISIL INE825A14718 | 06-Jun-17 Tue 300 10-Aug-17 Thu sank Ai+ 1000

HDFC CRISIL INE825A14718 | 06-Jun-17 Tue 100 10-Aug-17 Thu BANK > Al+ 1000

. 30-Aug-17 HDFC CRISIL INE825A1472 o-Jun-17 F 200 100 E825A14726 30-Jun-17 Fri Wed BANK A+ oO

INE825A14734 | 10-Aug-17 Thu 200 10-Oct-17 Tue HDFEC CRISIL A+ 1000

YARNS | FABRICS | THREADS [| GARMENTS | FIBRES | STEELS

PAN NO.: AABCM4692E 9 CIN: LI7LE1PBI973PLC003345

WWW.VARDHMAN.COM

Page 14: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

~Vardhman VARDHMAN TEXTILES LIMITED

Vardhman | | Delivering Excellence. Since 1965. CHANDIGARH ROAD -

LUDHIANA-141010, PUNJAB

T: +91-161-2228943-48

F: +91-161-2601 048

E: [email protected]

BANK

HDF CRISIL INE825A14742 | 10-Aug-17 Thu 200 29-Sep-17 Fri awk RIS Ai+ 1000

HDFC RISIL INE825A14759 | 30-Aug-17 Wed 100 27-Oct-17 Fri BANK C A+ 1000

HDF CRISI INE825A14759 | 30-Aug-17 Wed 100 27-Oct-17 Fri B ew ISIL At+ 1000

06-Mar-18 HDFC CRISIL E82 -Jan-18 Fri INE825A14767 05-Jan-18 Fri 200 Tue BANK A1+ 1000

F RISIL INE825A14775 29-Jan-18 Fri 200 28-Mar-18 Tue HDFC CRIS A+ 1000

BANK

= HDF RISIL INE825A14783 06-Mar-18 Fri 200 27-Mar-18 Tue eaNK CRIS Att 1000

HDFC CRISIL INE825A14791 09-Mar-18 Fri 200 23-Mar-18 Tue Alt . 1000

BANK

HDF CRISIL INE825A14809 | 09-Apr-18 Mon 200 08-Jun-18 Fri oaANK > At+ 1000

HDFC CRISIL INE825A14809 | 09-Apr-18 Mon 150 08-Jun-18 Fri BANK At+ 1000

HDFC CRISIL INE825A14817 08-Jun-18 Fri 250 29-Jun-18 Fri At+ 1000

BANK

HDF CRISIL INE825A14825 06-jul 18 Fri 100 30-jul-18 Mon ee ° At+ 1000

28-Mar-19 HDFC CRISIL Jan- oO INE825A14833 | 28-Jan-19 Mon 300 Thu BANK Al+ 100

. 27-Mar-19 HDFC CRISIL -Feb- Al 1000 INE825A14841 15-Feb-19 Fri 300 Wed BANK +

10-Jun-19 HDFC CRISIL -Apr- 00 INE825A14858 | 10-Apr-19 Wed 500 Mon BANK Att 1000

INE825A14866 | 10-Jun-19 Mon 100 08-Aug-19 HDFC CRISIL A1+ 1000

YARNS | FABRICS [| THREADS | GARMENTS | FIBRES [| STEELS

PAN NO.: AABCM4692E = CIN: LI7111PB1973PLC003345

WWW.VARDHMAN.COM

Page 15: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

'Vardhman VARDHMAN TEXTILES LIMITED : i i

i ;

Vardnman Delivering Excellence. Since 1965. . CHANDIGARH ROAD

LUDHIANA-141010, PUNJAB

T: +91-1[61-2228943-48

F: +9/-161-2601 048

E: [email protected]

Thu BANK

30-Mar-20 HDFC CRISIL INE825A148 02-Jan-20 Th oO 5A14874 Jan u 35 Mon BANK At+ 1000

4.3. End-use of funds — working capital

4.4. Credit Support/enhancement (if any): Not Applicable

(i) Details of instrument, amount, Guarantor Company

(ii) Copy of the executed guarantee

(iii) Net worth of the guarantor company (iv) Names of companies to which guarantor has issued similar guarantee

(v) Extent of the guarantee offered by the guarantor company

(vi) Conditions under which the guarantee will be invoked

5. Financial information:

5.1. Audited / Limited review half yearly consolidated (wherever available) and standalone financial

information (Profit & Loss statement, Balance Sheet and Cash Flow statement) along with auditor

qualifications, if any, for last three years along with latest available financial results.

In case an issuer is required to prepare financial results for the purpose of consolidated financial

results in terms of Regulation 33 of SEBI LODR Regulations, latest available quarterly financial results

shall be filed.

Enclosed as annexure

5.2. Latest audited financials should not be older than six month from the date of application for

listing.

Provided that listed issuers (who have already listed their specified securities and/or ‘Non-convertible

Debt Securities’ (NCDs) and/or ‘Non-Convertible Redeemable Preference Shares’ (NCRPS)) who are

in compliance with SEBI (Listing obligations and disclosure requirements) Regulations 2015

(hereinafter “SEB LODR Regulations”), and/or issuers (who have outstanding listed Commercial

Paper (CPs)) who are in compliance with Annexure II of CP Circular may file unaudited financials with

limited review for the stub period in the current financial year, subject to making necessary

disclosures in this regard including risk factors.

Enclosed as annexure

YARNS [| FABRICS | THREADS | GARMENTS [| FIBRES [| STEELS

PAN NO.: AABCM4692E = CIN: L171 1 1PB1973PLC003345

WWW.VARDHMAN.COM

Page 16: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

Vardhman VARDHMAN TEXTILES LIMITED

Delivering Excellence. Since 1965. CHANDIGARH ROAD

LUDHIANA-141010, PUNJAB

T: +91-161-2228943-48

F: +91-161-2601 048

E: secretarial. [email protected]

Vardhman

6. Asset Liability Management (ALM) Disclosures: Not Applicable

6.1. NBFCs seeking to list their CPs shall make disclosures as specified for NBFCs in SEBI Circular nos.

CIR/IMD/DF/ 12 /2014, dated June 17, 2014 and CIR/IMD/DF/ 6 /2015, dated September 15, 2015, as

revised from time to time. Further, “Total assets under management”, under para 1.a. of Annexure |

of CIR/IMD/DF/ 6 /2015, dated September 15, 2015 shall also include details of off balance sheet

assets.

6.2. HFCs shall make disclosures as specified for NBFCs in SEBI Circular no. CIR/IMD/DF/ 6 /2015, dated

September 15, 2015, as revised from time to time with appropriate modifications viz. retail housing

loan, loan against property, wholesale loan - developer and others.

YARNS | FABRICS | THREADS | GARMENTS [| FIBRES | STEELS

PAN NO.: AABCM4692E CIN: LI7111PB1973PLC003345

WWW.VARDHMAN.COM

Page 17: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

Vardhman VARDHMAN TEXTILES LIMITED

i

: Delivering Excellence. Since 1965. CHANDIGARH ROAD

LUDHIANA- 141010, PUNJAB

T: +91-161-2228943-48

F; +91-161-2601 048

E: secretarial [email protected]

Vardhman

CERTIFIED TRUE COPY OF RESOLUTION PASSED BY BOARD OF DIRECTORS IN ITS

MEETING HELD ON 6" FEBRUARY, 2019

“RESOLVED THAT in supersession of earlier resolution dated 9" November, 2016 passed by the Board of Directors in this respect and pursuant to Section 179 of the Companies Act, 2013 and all other applicable provisions of Companies Act, 2013, if any, the approval of Board of Directors be and is hereby given to severally authorise Mr. S.P Oswal, Chairman

& Managing Director, Mr. Neeraj Jain, Joint Managing Director, Mr. Sachit Jain and Mr. D.L. Sharma, Directors along with anyone of Mr. Rajeev Thapar, Chief Financial Officer, Mr. Akshay Jain, VP (Finance) and Mr. Neeraj Gupta, AVP (Accounts) to borrow money in any form and against any money market instruments including Commercial Paper upto a limit

of Rs. 1,000.00 crore, outstanding at any point of time, apart from the borrowings specifically approved/ratified by the Board of Directors for and on behalf of the Company and for that matter to sign/execute loan documents, Commercial Papers and/or all the necessary papers/documents as may be required in this regard and to take all such steps

as may be deemed necessary in the matter.

RESOLVED FURTHER THAT common seal of the Company required, if any, be affixed on any of the abovesaid papers/documents in the presence of any of the abovesaid directors

who shall countersign the same in token of his approval”.

aonied True Copy . .

or Vardhman Textlgg Linites

sash oot) mpany Secretary

“No. FCS-4935

YARNS [| FABRICS [| THREADS | GARMENTS | FIBRES [| STEELS

PAN NO.: AABCM4692E 9 CIN: L17111PB1973PLC003345

WWW.VARDHMAN.COM

Page 18: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

4

- Co. B-XIX-220, Rani Jhansi Road,

8.C.V ‘asudeva & Ghumar Mandi, Ludhiana-141 001

Tel. : 0161-2774527, 98154-20555

E-mail : [email protected]

Website : www.scvasudeva.com

Independent Auditor’s Report

Yo the Mermbers of Vardhman Textiles Limited

Repori on the Standalone Ind AS Financial Statements

¢ audited the accompanying standalone Ind AS financial statements of Vardhman Textiles

i Cth: Company’), which comprise the balance sheet as at 31 March 2017, the statement of

|. joss inetuding other comprehensive income), the statement of cash flows and the statement

in equity for the year then ended and a summary of the significant accounting policies and

other cxyinatory information (herein after referred to as “standalone Ind AS financial statements”).

(Pan 2

ent’s Responsibility for the Standalone Financial Statements

The Compiny’s Board of Directors is responsible for the matters stated in Section 134(5) of the

‘ci, 2013 (“the Act”) with respect to the preparation of these standalone Ind AS financial

statenicrts that give a true and fair view of the financial position, financial performance including

oiler comprehensive income, cash flows and changes in equity of the Company in accordance with

che accounting principles generally accepted in India, including the Indian Accounting Standards (Ind

AS) nrescribed under Section 133 of the Act read with relevant rules issued thereunder.

Commies

‘this responsibility also includes 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

frauds and other irregularities; selection and application of appropriate accounting policies; making

judgments and estimates that are reasonable and prudent; and design, implementation and

maintenance of adequate internal financial controls, that were operating effectively for ensuring the

uce'lracy and completeness of the accounting records, relevant to the preparation and presentation of

the standalone Ind AS financial statements that give a true and fair view and are free from material

misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these standalone Ind AS financial statements based on

our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and

matters which are required to be included in the audit report under the provisions of the Act and the

Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section

. i43(/u) of the Act. Those Standards require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial

Staiements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the

disclosures in the standalone Ind AS financial statements. The procedures selected depend on the

auditer’s judgment. including the assessment of the risks of material misstatement of the standalone

Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the

H. O. : B-41, Panchsheel Enclave=Wéw Dethi - 110 017. Tel.: 26499111, 26499222, 26499444, 26499555, Fax : +91-11-41749444

B. O. : D-62, Panchsheel Enclave, New Delhi - 110.017. Tel.: 26497629, 26497630

Page 19: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

S. C. Vasudeva & Co. Continuation Sheet No.

auditor considers internal financial control relevant to the Company’s preparation of the standalone

ind AS financial statements that give a true and fair view in order to design audit procedures that are

appropriate in the circumstances. An audit also includes evaluating the appropriateness of the

accounting policies used and the reasonableness of the accounting estimates made by the Company’s

Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid standalone Ind AS financial statements give the information required by the Act in the

manner so required and give a true and fair view in conformity with the accounting principles

generally accepted in India including the Ind AS, of the financial position of the Company as at

31 March, 2017, and its financial performance including other comprehensive income, its cash flows

and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central

Government of India in terms of sub-section (11) of section 143 of the Act, we give in the

Annexure A, which forms a part of this report, a statement on the matters specified in the

paragraph 3 and 4 of the order.

2. As required by Section 143(3) of the Act, we report that:

(a) we have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

(b) in our opinion proper books of account as required by law have been kept by the Company so

far as it appears from our examination of those books;

(c) the balance sheet, the statement of profit and loss (including other comprehensive income) ,

the statement of cash flows and the statement of changes in equity dealt with by this Report

are in agreement with the books of account;

(d) in our opinion, the aforesaid standalone Ind AS financial statements comply with the

Accounting Standards specified under Section 133 of the Act read with relevant rule issued

thereunder;

(e) on the basis of the written representations received from the directors as on 31 March 2017

taken on record by the Board of Directors, none of the directors is disqualified as on 31 March

2017 from being appointed as a director in terms of Section 164 (2) of the Act;

(f) with respect to the adequacy of the internal financial controls over financial reporting of the

Company and the operating effectiveness of such controls, refer to our separate report in

“Annexure B”: and

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S. C. Vasudeva & Co. Continuation Sheet No.

(g) _ with respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of

our information and according to the explanations given to us:

iti.

the Company has disclosed the impact of pending litigations on its financial position

in its standalone Ind AS financial statements. Refer Note No. 37 of standalone Ind AS

financial statements.

the Company did not have any long term contracts including derivative contracts for

which there were any material foreseeable losses.

there has been no delay in transferring amounts, required to be transferred, to the

Investor Education and Protection Fund by the Company; and

the Company has provided requisite disclosures in its standalone Ind AS financial

statements as to holdings as well as dealings in Specified Bank Notes during the

period from 8 November, 2016 to 30 December, 2016 and these are in accordance

with the books of accounts maintained by the Company. Refer Note No. 55 of

standalone Ind AS financial statements.

For S.C. Vasudeva & Co,

Chartered Accountants

irm Reg. No.000235N

gujiv Mohan)

Partner

" M. No. 086066

Ludhiana

10" May, 2017

Page 21: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

S. C. Vasudeva & Co. Continuation Sheet No.

Annexure - A to the Auditors’ Report

The Annexure referred to the Independent Auditors’ Report to the members of the Company on the

Standalone Ind AS financial statements for the year ended 31 March 2017, we report that:

qa) a) The Company has maintained proper records showing full particulars, including quantitative

details and situation of fixed assets.

b) According to the information and explanations given to us, the Company has adopted a

policy of physical verification of the fixed assets once in every three years, Pursuant to the

said policy, the Company has physically verified the entire block of Plant and Machinery

during the year under audit. Discrepancies noticed on such physical verification were not

material and have been properly dealt with in the books of account.

c) According to information and explanations given to us and on the basis of our examination

of the records of the company, the title deeds of immovable properties are held in the name

of the company.

(ii) According to the information and explanations given to us, the inventories have been

physically verified by the management during the year. In our opinion the frequency of

verification is reasonable.

According to the information and explanations given to us, discrepancies noticed on physical

verification of inventory as compared to the book records were not material and have been

dealt with in the books of account.

(iii) According to the information and explanations given to us, we report that the Company has

granted loans to two companies covered in the register maintained under section 189 of the

Companies Act, 2013.

(a) In our opinion, the rate of interest and other terms and conditions on which the loans had

been granted to the bodies corporate Jisted in the register maintained under Section 189 of the Act were not, prima facie, prejudicial to the interest of the Company

(b) The borrowers have been regular in the payment of the principal and interest as stipulated.

(c) There are no overdue amounts in respect of the loan granted to a body corporate listed in

the register maintained under section 189 of the Act.

(iv) According to the information and explanations given to us, the Company has complied with the

requirements of the section 186 of the Companies Act, 2013 pursuant to loans granted and

investments made. The company has not granted loans to directors or to the person in whom

directors are interested. Therefore the provisions of the section 185 of the Companies Act,

2013 are not applicable to the company.

Gv) According to the information and explanations given to us, the Company has not accepted any

deposits covered under the provisions of sections 73 to 76, other relevant provisions of the

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s C. Vasudeva & Co Continuation Sheet No.

Companies Act, 2013 and the rules framed there under. According to the information and

explanations given to us, no order under the aforesaid sections has been passed by the

Company Law Board, National Company Law Tribunal or Reserve Bank of India or any

Court or any other Tribunal on the Company.

(vi) We have broadly reviewed the books of account maintained by the company pursuant to the

rules made by the Central Government for the maintenance of cost records under section

148(1) of the Act and are of the opinion that prima facie, the prescribed accounts and records

have been made and maintained. We have, however, not made a detailed examination of such

records with a view to determine whether they are accurate or complete.

(vii) (a) According to the information and explanations given to us and on the basis of the records of the

Company examined by us, in our opinion, the Company has been regular in depositing

undisputed statutory dues including provident fund, employees’ state insurance, income tax,

sales tax, service tax, duty of custom, duty of excise, value added tax, cess and other statutory

dues with the appropriate authorities. According to the information and explanations given to

us, no undisputed amounts in respect of statutory dues payable were outstanding as on the last

day of the financial year concerned for a period of more than six months from the date they

became payable.

. (b) According to the information and explanations given to us, there are no dues of duty of custom,

which have not been deposited with the appropriate authorities on account of any dispute.

However according to information and explanations given to us, the following dues of Income

Tax, Value Added Tax, Sale Tax Act, Service Tax and duty of Excise have not deposited by the

company on account of dispute:

(Rs. in Lacs)

Sr. | Name of Statute Total Paid Unpaid | Financial | Forum at which dispute is No. Demand under Year to pending.

Protest which it

relates 1 | Central Excise Act 2009-10 Commissioner Appeals,

1944 1.02 - 1.02 Bhopal 2 | Central Excise Act 2009-10 Customs Excise & Service Tax

1944 26.67 8.00 18.67 Appellate Tribunal, Delhi

3 | Central Excise Act 2009-10 Customs Excise & Service Tax

1944 216.06 -{ 216.06 Appellate Tribunal, Delhi , 4 | Central Excise Act 2013-14 Customs Excise & Service Tax

1944 34.59 - 34.59 Appellate Tribunal,

Chandigarh

5 | Central Excise Act 2008-09 | Hon'ble Supreme Court, New 1944 4.26 - 4.26 Delhi

6 | Central Excise Act 2008-09 Commissioner Appeals,

1944 6.51 1.63 4.88 Chandigarh

7 | Central Excise Act 2006-07 Customs Excise & Service Tax

1944 5.80 1.00 4.80 Appellate Tribunal, Delhi

8 | Central Excise Act Jan 2008 to | Customs Excise & Service Tax

1944 66.66 1.94 64.72 | March 2011 | Appellate Tribunal, Delhi 9 j Central Excise Act 2003-04, Commissioner Appeals,

1944 4.95 2.88 2.06 2004-05 Chandigarh

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S. C. Vasudeva & Co. Continuation Sheet No.

10 | Centra] Excise Act 2002-03 Assistant Commissioner,

1944 1.57 1.39 0.17 Central Excise, Ludhiana

11 | Central Excise Act 2011-12 Customs Excise & Service Tax

1944 112.00 - | 112.00 Appellate Tribunal, Delhi

12 | Central Excise Act Oct 2001 to | Commissioner Appeals,

1944 2.59 : 2.59 | April 2004 | Chandigarh

13 | Central Excise Act 2015-16 | Commissioner Appeals, . 1944 5.16 - 5.16 Chandigarh

14 | Central Excise Act 2012-13 & | Commissioner Appeals, 1944 0.37 - 0.37 | 2013-14 _| Chandigarh

15 | Central Excise Act 2013-14 & | Commissioner Appeals,

1944 0.19 : 0.19 | 2014-15 | Chandigarh 16 | Central Excise Act 2014-15 & | Commissioner Appeals,

1944 0.20 - 0.20 | 2015-16 | Chandigarh 17 | Central Sales Tax 2009-10 | Deputy Excise & Taxation

Act,1956 6.19 - 6.19 Commissioner Appeals,

Jalandhar

18 | Central Sales Tax 2005-06 | Deputy Commissioner Of Act,1956 2.45 0.65 1.80 Sales Tax, Mumbai

19 | Commercial Tax Act, 2001-02 Assistant Commissioner,

1994 6.10 1.06 5.03 Commercial Tax, Bhopal

20 | Entry Tax Act, 1976 2001-02 Assistant Commissioner,

0.74 0.21 0.52 Commercial Tax, Bhopal

21 | Entry Tax Act, 1976 2003-04 Assistant Commissioner,

11.26 3.16 8.10 Commercial Tax, Bhopal

22 | MP VAT Act,2002 2006-07 Appellate Board, Commercial

51.46 20.59 30.87 Tax, Bhopal 23 | MP VAT Act,2002 2010-11 Appellate Board, Commercial

8.25 4.30 3.95 Tax, Bhopal

24 | MP VAT Act,2002 2011-12 | Appellate Board, Commercial 5.95 3.34 2.60 Tax, Bhopal

25 | MP VAT Act,2002 2012-13 Appellate Board, Commercial

2.60 1.51 1.09 Tax, Bhopal 26 | Punjab VAT Act, 2002-03 Joint Director Enforcement,

2005 1.10 0.28 0.83 Patiala 27 | The Finance Act 2007-08 to | Commissioner

1994 5.02 - 5.02 | 2009-10 _| Appeals,Chandigarh. 28 | The Finance Act 2005-06 Commissioner Appeals,

1994 11.22 : 11.22 Chandigarh

29 | The Finance Act 2015-16 Commissioner Appeals,

. 1994 0.66 - 0.66 Chandigarh

30 | Income tax Act.1961 2009-10 to | Income tax Appellant Tribunal 12,397.35 | 6,873.59 | 5,523.76 | 2011-12

31 | Income tax Act,1961 2012-13 Commissioner of Income tax,

2,823.80 | 169.62 | 2,654.18 Appeals 32 | Income tax Act,1961 2000-01 | Income tax Appellant Tribunal

3.81 | - 3.81

(viii) According to the information and explanations given to us, the Company has not defaulted in

tepayment of loans or borrowings to a financial institution bank or government. The Company

has not issued any debentures during the year or in the preceding year.

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S C. Vasudeva & Co Continuation Sheet No.

(ix)

(x)

(xi)

(xii)

(xiii)

In our opinion and according to the information and explanations given to us, the term loans

taken during the year by the Company have been applied for the purpose for which they were

raised. The company has not raised money by way of initial public offer of further public offer

(including debt instruments) during the year.

According to the information and explanations given to us, no fraud by the company or on the

company by its officers or employees has been noticed or reported during the course of our audit.

According to the information and explanations given to us and based on our examination of

records of company, the company has paid / provided for the managerial remuneration in

accordance with the requisite approvals mandated by the provisions of section 197 read with

Schedule V to the Act.

According to the information and explanation given to us, the company is not a Nidhi Company.

Therefore the provisions of paragraph 3(xii) of the Order are not applicable.

According to the information and explanations given to us, and based on our examination of the

records of the company, transactions with the related parties are in compliance with section 177

and 188 of the Act, where applicable and the details of the transactions have been disclosed in

the standalone Ind AS financial statements as required by the applicable accounting standards.

(xiv) According to the information and explanations given to us, the company has not made preferential

(xv)

(xvi)

allotment or private placement of shares or fully or partly convertible debentures during the year

under audit. Thus the provisions of paragraph 3(xiv) of the Order are not applicable.

According to information and explanations given to us, and based on our examination of the

records of the company, the company has not entered into non-cash transactions with director or

person connected with him. Accordingly, provisions of paragraph 3 (xv) of the Order are not

applicable.

According to the information and explanations given to us, the company is not required to be

registered under section 45-IA of the Reserve Bank of India Act, 1934.

For S.C. Vasudeva & Co,

Chartered Accountants

Firm Reg. No.000235N

La

(San}iv Mohan)

Partner

M. No. 086066

Ludhiana

10" May, 2017

Page 25: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

S C. Vasudeva & Co Continuation Sheet No.

Annexure - B to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Vardhman Textiles Limited

(“the Company”) as of 31 March 2017 in conjunction with our audit of the standalone Ind AS

. financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls

based on the internal control over financial reporting criteria established by the Company considering the

essential components of internal control stated in the Guidance Note on Audit of Internal Financial

Controls over Financial Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’).

These responsibilities include the design, implementation and maintenance of adequate internal financial

controls that were operating effectively for ensuring the orderly and efficient conduct of its business,

including adherence to company’s policies, the safeguarding of its assets, the prevention and detection of

frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of

reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit

of Internal Financial Controls over Financial Reporting (the “Guidance Note”) and the Standards on

Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act,

2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of

Internal Financia! Controls and, both issued by the Institute of Chartered Accountants of India. Those

Standards and the Guidance Note require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether adequate internal financial controls

over financial reporting was established and maintained and if such controls operated effectively in all

material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of

internal financial controls over financial reporting included obtaining an understanding of interna]

financial controls over financial reporting, assessing the risk that a material weakness exists, and

testing and evaluating the design and operating effectiveness of internal control based on the assessed

tisk. The procedures selected depend on the auditor’s judgment, including the assessment of the risks

of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion on the Company’s internal financial controls system over financial reporting.

UD, Ky? &

Hoo Chhrferea a w Accduntants G

* *

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S. C. Vasudeva & Co. Continuation Sheet No.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles. A

company's internal financial control over financial reporting includes those policies and procedures

that;

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

. transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation

of financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures of the company are being made only in accordance with

authorizations of management and directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the company's assets that could have a material effect on the

financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to

error or fraud may occur and not be detected. Also, projections of any evaluation of the internal

financial controls over financial reporting to future periods are subject to the risk that the internal

financial control over financial reporting may become inadequate because of changes in conditions, or

that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all material respects, an adequate internal financial controls

system over financial reporting and such internal financial controls over financial reporting were

operating effectively as at 31 March 2017, based on the internal control over financial reporting

criteria established by the Company considering the essential components of internal contro} stated in

the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the

Institute of Chartered Accountants of India.

For S.C. Vasudeva & Co,

Chartered Accountants

. Firm Reg. No.000235N

AC.

(Sajiv Mohan)

Partner

M. No. 086066

Ludhiana

10" May, 2017

Page 27: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

VARDHMAN TEXTILES LIMITED

BALANCE SHEET AS ON 31st March, 2017 {Amount in Lacs) . . Asat3ist March As at 31st March As at Ist April,

Particulars Note No. 2017 2016 2015

ASSETS

1 Non-current assets (a) Property, Plant and Equipment 3a) 245,141.10 2,48,903.62 2,49,527.54 (b) Capital work-in-progress 4,853.91 8,483.29 7,677 68

(c) Other Intangible Assets 3b) 674.19 1,108.24 1,393.29 (4) Financial Assets

-Investments 4 97,219.10 1,06,983.92 60,064.79 -Loans 5 61.04 75.95 85.01 -Others financial assets 6 173.54 1,192.56 12,426.54

(e) Other non-current Assets 7 6,603.95 7,699.05 6,714.22

Total Non-current assets 3,54,716.83 3,74,446.63 3,37,889.07

2 Current assets {a) Inventories 8 1,58,900.38 180,911.59 1,63,673.47

(b) Financial Assets -Investments 9 67,060.37 $9.22 9,963.64 -Trade receivables 10 71,790.98 76,999.63 8,406.86

Cash end cash equivalents i 3,822.39 21,368.82 5,908.75 Bank Balance other than above A 224.72 6,308.14 11,646.02 ~Loans 12 3,656.20 2,928.02 3,688.67 Other financial assets 13 4,047.49 4,613.67 3,589.06

(c) Current tax assets (net) 4,513.57 2,191.25 1,139.55 (d) Other current assets 14 27,109.82 28,706.33 28,565.48

Total Current assets 3,41,125.92 3,24,086.67 3,05,551.50

TOTAL ASSETS 6,95,852.75 6,98,533.30 6,47,440.57

EQUITY AND LIABILITIES

Equity (a) Equity Share capital 18 5,592.88 6,205.34 6,205.31 (b) Other Equity 16 3,92,991,86 3 62,786.73 311,173.16

Total Equity 3,98,504.74 3,68,992.04 317,378.47

Liabilities 1 Non-current liabilities

(a) Financial Liabilities

-Borrowings \7 1935.28” 102,223.85 1,31,468.40

-Other financial liabilities 18 48.78 19.12 1,299.49 (b) Provisions 19 889,91 592.82 514.7} (c) Deferred tax liabilities (Net) 20 23,840.02 20,638.93 20,524.52 (d) Other non-current liabilities 21 2,101.02 2,032.34 2,146.81 Total Non-current liabilities 98,815.01 125,507.06 1,55,953,93

2 Current liabilities

(a) Financial Liabilities

-Borrowings 22 1,05,505.99 1,01,682.13 60,579.67 -Trade payables 23 17,740.83 14,590.67 12,954.60

-Other financial liabilities 24 60,075.59 73,827.25 88,304.22 (b) Other current liabilities 25 14,701.70 13,412.79 12,599.13

(c) Provisions 26 428.89 521.36 670.55 Total Current liabilities 1,98,453.00 2,04,034.20 1,74,108,17

‘TOTAL EQUITY AND LIABILITIES 695,852.75 6,98,5353-30 6,47 440.57

The accompanying notes are integral part of these financial statements

As per our report of even date

For S.C. Vasudeva & Co,,

Chartered Accountants For and on of the Board of Directors Firm Regn. No.: 000235N . 4 A

a tO 7 G Ra ,

Ka Watia ‘i ‘hapar Sachit Jain S.B. Oswal

Contpan, retary Chief Financial Joint Managing Director Chairman and Officer DIN ; 00746409 Managing Director

DIN: 00121737 Place : Ludhiana

Dated: 10-05-2017

Page 28: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

VARDHMAN TEXTILES LIMITED

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2017

U.

Wh

ny.

VIL

VIL.

Particulars

Revenue from operations

Other income Total Income (+11.

Expenses :

Cost of materials consumed Purchases of stock-in-trade Changes in inventories of finished goods, work- in-progress and stock-in-trade

Employee benefits expense

Finance costs Depreciation and amortization expense

Other expenses

Total Expenses

Profit before tax (11J-IV)

Tax expense:

Gi) Current tax

(2) Deferred tax

(3) Mat Credit Entitlement

Profit for the year (V-VI)

Other Comprehensive Income A (i} kems that will not be reclassified to profit or loss

-Remeasurements of the defined benefits plans

Note

Noa.

27 28

29

30 31

32 33

3 (a) & (b)

34

-Gain on Fair Valuation of Equity instruments carried at FVOCT (ii) Income tax relating to items that will not be reclassified to profit or loss

B (i) Items that will be reclassified to profit or loss

(ii) Income tax relating to items that will be reclassified to profit or loss

Total Comprehensive Income for the year (VJI+VII)

Earnings per equity share

Basic - Par value of Rs. 10 per share

Diluted - Par value of Rs. 10 per share

4z

The accompanying notes are integral part of these financial statements

As per our report of even date

For S. C. Vasudeva & Co.,

Chartered Accountants Firm Regn,

Ly Rajeev Thapar

Chief Financial Officer

(Amount in Lacs)

For the year ended 3st March 2016

For the year ended

31st March 2017

5,72,828.74 5,61,395.80 a 56,758.24 24,097.29

829 586,98 885,493.09

283,669.41 2,66.715.1) 2,920.35 6,715.09 (7,417.89) 220.20

45,361.38 41,043.33 9,183.10 8,670.69

32,949.39 36,309.60 132,439.97 134,880.67 499,105.71 495,554.69

130,481.27 89,938.40

28,157.00 22 184.15 3,194.83 114.43 (1,029.88) -

. 100,159.29 67,639.82

($1.33) (6.22) 18.05 : 11.52 215

21.76 4.07

1,00,137,53 67,635.75

163.67 109.00 163.67 109.00

CAullst de Board of Directors

CL VW

Sachit nit Je S.P, Oswalt Joint Managing Directo Chairman and

DIN : 00746409 Managing Director

DIN: 00121737

Page 29: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

y ARDUMAN TEXTILES LIMITED

“ASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017

FLOW FROM OPERATING ACTIVITIES

e( Profit before Exceptional items and tax

Adjustments for :

Depreciation and amortisation Interest expense

Fair Valuation Gain on Investment Subsidy Income Prepayments of Leasehold land

laterest income Dividend income

{ ProfitLoss on sale of Assets(Net) (Profity/Loss on sale of Investments (Net)

Provision no longer required written Back(Net)

Sundey balance written back Excess income written off Amortisation of Processing Charges. Fixed assets written off

Bad debts written off Allowances for doubtful trade receivables and net off advances written back

Changes in Working capital Adjustments for : .

(Increase Decrease in Trade and other Receivables (IncreaseV/Decrease in Inventories Increase/( Decrease) in Trade Payables and other Liabilities

Cash generated fiom Operations

Net Income tax paid.

Net cash flow from/ (used in) operating activities

B.CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets

Proveeds from sale of Fixed Assets Purchase of fnvestments Purchase of shares of Subsidiary

Proceeds from sale of Investments

interest received

Dividend received

[Net Cash used in investing activities

C.CASH FLOW FROM FINANCING ACTIVITIES Proceeds’ (Repayment) from Long Term Borrowings(Net) Proceeds’ (Repayment) from Short Term Bortowings(Net) Proceeds/ (Repayment) from Equity Share Capital Capital Subsidy received Dividend Paid (including taxes) lmerest Paid Net Cash flow from/{used in) Financing Activities

Net increase in cash and cash equivalents

Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Bank Balances not considered as cash and cash equivalents

The accompanying notes are integral part of these financial statements

As per our report of even date

For 8.C. Vasudeva & Co., Chartered Accountants Firm Regn, No,: 000235N

Parteer

Bt, No. E8066

Place: Ludhiana

Dated: 16.05.2017

32,949.39 41,252.47 (9,530.24)

(181.33) 8.15

(3,330.26) 2,540.96) (6,158.37)

(36,561.46) (349.59}

86.93

433.87

352.44

274,44

7,310.96 22,011.20 5,762.63

(30,461.55)

(29,103.16) 8,318.58

(91,842.44)

80.715.89

5,188.89

1,540.96

(43,644.34) 3,823.86

(70,544.85) 334.68 (104.77)

(14,123.12)

For the year ended

31st March 2017

1,30,481.27

36,309.60

13,014.39 871.07)

(150.26) B.S

(5,529.83) (16, 181.65)

(744.69) (671 461 (7410 (116.84) 87L.t3 91.62

479.15 33.66 148.90

(12,294.52)

118,186.75

tot4bid

(17,238.12) 3,765.6

35,084.79

1,53,271.84

(30,461.55) (23,233,707

4,22,809.99

(37,112.924 1198.16

(45 484.661

13,012.48 4.239.07 16,181.65

(25,181.29)

(45,593.88) + 46,020.37

(121,288.54)

(23,629.84) 27,676.95 4,047.41

462,96

Hayy SAS;t Xe Rajeev Thapar

Chief Financial Officer

Joint Managing Director

(Anvount in Lites)

For the year ended

Bist Marck 2016

89,938.40

23,487.05

115,425.45

(3,331.38)

1,10,094.08

(23,233.70)

86,860.38

(47,966.21)

(28,772.00)

10,122.17 11,554.77 27,676.95 1,077.58

5.P. Oswal

Chairman and

Managing Director

DEN: 00121737

Page 30: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

y ARDUMAN TEXTILES LIMITED

“ASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017

FLOW FROM OPERATING ACTIVITIES

e( Profit before Exceptional items and tax

Adjustments for :

Depreciation and amortisation Interest expense

Fair Valuation Gain on Investment Subsidy Income Prepayments of Leasehold land

laterest income Dividend income

{ ProfitLoss on sale of Assets(Net) (Profity/Loss on sale of Investments (Net)

Provision no longer required written Back(Net)

Sundey balance written back Excess income written off Amortisation of Processing Charges. Fixed assets written off

Bad debts written off Allowances for doubtful trade receivables and net off advances written back

Changes in Working capital Adjustments for : .

(Increase Decrease in Trade and other Receivables (IncreaseV/Decrease in Inventories Increase/( Decrease) in Trade Payables and other Liabilities

Cash generated fiom Operations

Net Income tax paid.

Net cash flow from/ (used in) operating activities

B.CASH FLOW FROM INVESTING ACTIVITIES

Purchase of Fixed Assets

Proveeds from sale of Fixed Assets Purchase of fnvestments Purchase of shares of Subsidiary

Proceeds from sale of Investments

interest received

Dividend received

[Net Cash used in investing activities

C.CASH FLOW FROM FINANCING ACTIVITIES Proceeds’ (Repayment) from Long Term Borrowings(Net) Proceeds’ (Repayment) from Short Term Bortowings(Net) Proceeds/ (Repayment) from Equity Share Capital Capital Subsidy received Dividend Paid (including taxes) lmerest Paid Net Cash flow from/{used in) Financing Activities

Net increase in cash and cash equivalents

Cash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year Bank Balances not considered as cash and cash equivalents

The accompanying notes are integral part of these financial statements

As per our report of even date

For 8.C. Vasudeva & Co., Chartered Accountants Firm Regn, No,: 000235N

Parteer

Bt, No. E8066

Place: Ludhiana

Dated: 16.05.2017

32,949.39 41,252.47 (9,530.24)

(181.33) 8.15

(3,330.26) 2,540.96) (6,158.37)

(36,561.46) (349.59}

86.93

433.87

352.44

274,44

7,310.96 22,011.20 5,762.63

(30,461.55)

(29,103.16) 8,318.58

(91,842.44)

80.715.89

5,188.89

1,540.96

(43,644.34) 3,823.86

(70,544.85) 334.68 (104.77)

(14,123.12)

For the year ended

31st March 2017

1,30,481.27

36,309.60

13,014.39 871.07)

(150.26) B.S

(5,529.83) (16, 181.65)

(744.69) (671 461 (7410 (116.84) 87L.t3 91.62

479.15 33.66 148.90

(12,294.52)

118,186.75

tot4bid

(17,238.12) 3,765.6

35,084.79

1,53,271.84

(30,461.55) (23,233,707

4,22,809.99

(37,112.924 1198.16

(45 484.661

13,012.48 4.239.07 16,181.65

(25,181.29)

(45,593.88) + 46,020.37

(121,288.54)

(23,629.84) 27,676.95 4,047.41

462,96

Hayy SAS;t Xe Rajeev Thapar

Chief Financial Officer

Joint Managing Director

(Anvount in Lites)

For the year ended

Bist Marck 2016

89,938.40

23,487.05

115,425.45

(3,331.38)

1,10,094.08

(23,233.70)

86,860.38

(47,966.21)

(28,772.00)

10,122.17 11,554.77 27,676.95 1,077.58

5.P. Oswal

Chairman and

Managing Director

DEN: 00121737

Page 31: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

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Page 32: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

s B-XIX-220, Rani Jhansi Road,

S.C. Vasudeva & Co. Ghumar Mandi, Ludhiana-141 001

Chartered Accountants Tel. : 0161-2774527, 98154-20555 E-mail : [email protected]

Website : www.scvasudeva.com

Independent Auditors’ Report

. To the Members of Vardhman Textiles Limited

Report on the Consolidated Ind AS Financial Statements

We have audited the accompanying consolidated Ind AS financial statements of Vardhman Textiles

Limited (“the Holding Company”) and its subsidiaries, its associates and its joint venture (collectively

referred to as “the Company” or “the Group”), which comprise the consolidated balance sheet as at 31

March 2017, the consolidated statement of profit and loss (including other comprehensive income), the

consolidated statement of cash flows and the consolidated statement of changes in equity for the year then

ended and a summary of the significant accounting policies and other explanatory information

(hereinafter referred to as “the consolidated Ind AS financial statements”).

Management’s Responsibility for the Consolidated Ind AS Financial Statements

The Holding Company’s Board of Directors is responsible for the preparation of these consolidated Ind

AS financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to

as “the Act”) that give a true and fair view of the consolidated financial position, consolidated financial

performance including other comprehensive income, consolidated cash flows and consolidated changes in

equity of the Group in accordance with the accounting principles generally accepted in India, including

the Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with relevant rules

issued thereunder. The respective Board of Directors of the companies included in the Group are

responsible for maintenance of adequate accounting records in accordance with the provisions of the Act

for safeguarding the assets of the Group and for preventing and detecting frauds and other irregularities;

the selection and application of appropriate accounting policies; making judgments and estimates that are

reasonable and prudent; and the design, implementation and maintenance of adequate internal financial

controls, that were operating effectively for ensuring the accuracy and completeness of the accounting

records. relevant to the preparation and presentation of the consolidated Ind AS financial statements that

give a true and fair view and are free from material misstatement, whether due to fraud or error, which

have been used for the purpose of preparation of the consolidated Ind AS financial statements by the

Directors of the Holding Company, as aforesaid.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our

audit.

While conducting the audit, we have taken into account the provisions of the Act, the accounting and

auditing standards and matters which are required to be included in the audit report under the provisions

of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of

the Act. Those standards require that we comply with ethical requirements and plan and perform the audit

to obtain reasonable assurance about whether the consolidated Ind AS financial statements are free from

material misstatement.

H. O. : B-41, Panchsheel Enclave, New Delhi - 110 017. Tel.: 26499111, 26499222, 26499444, 26499555, Fax : +91-11-41749444

B. O. : D-62, Panchsheel Enclave, New Delhi - 110 017. Tel.: 26497629, 26497630

Page 33: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

. S. C. Vasudeva & Co Continuation Sheet No.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures

in the consolidated Ind AS financial statements. The procedures selected depend on the auditor’s

judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS

financial statements, whether due to fraud or error. In making those risk assessments, the auditor

considers internal financial control relevant to the Holding Company’s preparation of the consolidated Ind

AS financial statements that give a true and fair view in order to design audit procedures that are

appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting

policies used and the reasonableness of the accounting estimates made by the Holding Company’s Board

of Directors, as well as evaluating the overall presentation of the consolidated Ind AS financial

statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in

terms of their reports referred to in sub-paragraph of the other Matters paragraph below, is sufficient and

appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the

aforesaid consolidated Ind AS financial statements give the information required by the Act in the manner

so required and give a true and fair view in conformity with the accounting principles generally accepted

in India including the Ind AS, of the consolidated financial position of the Group, as at 31 March 2017

and its consolidated financial performance including other comprehensive income, its consolidated cash

flows and the consolidated changes in equity for the year then ended.

Other Matter

We did not audit the Ind AS financial statements/financial information of two subsidiaries, whose

Ind AS financial statements/financial information reflect total assets of Rs.59,505.09 Lac as at 3ist

March, 2017, total revenue of Rs. 37,921.85 Lac, total comprehensive income of Rs. 4,925.25 Lac, and

net cash flows amounting to Rs. 816.32 Lac for the year ended 31st march, 2017 as considered in the

consolidated Ind AS financial statements. The consolidated Ind AS financial statements also include the

group's share of total comprehensive income of Rs. 3653.17 Lac for the year ended 31st March, 2017,

as considered in the Consolidated Ind AS Financial Statements, in respect of two associate and one joint

venture, whose Ind AS financial statement/financial information have not been audited by us. These Ind

AS financial statements/financial information have been audited by other auditors whose reports have

been furnished to us by the Management and our opinion on the consolidated Ind AS financial

, statements, in so far as it relates to the amounts and the disclosures included in respect of these

subsidiaries and associates and our report in terms of sub sections (3) and (11) of Section 143 of the Act,

insofar as it relates to the aforesaid subsidiaries and associates, is based solely on the reports of the other

auditors.

Our opinion on the Consolidated Ind AS Financial Statements, and our report on Other Legal and

Regulatory Requirements below, is not modified in respect of the above matters with respect to our

reliance on the work done and reports of other auditors.

Page 34: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

. S. C. Vasudeva & Co Continuation Sheet No.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, we report, that:

(a) We have sought and obtained all the information and explanations which to the best of our knowledge

and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial

statements.

(b) In our opinion, proper books of account as required by law relating to preparation of the aforesaid

consolidated Ind AS financial statements have been kept so far as it appears from our examination of

those books.

(c) The consolidated balance sheet, the consolidated statement of profit and loss, the consolidated

statement of cash flows and consolidated statement of changes in equity dealt with by this Report are in

agreement with the relevant books of account maintained for the purpose of preparation of the

consolidated Ind AS financial statements.

(d) In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Accounting

Standards specitied under Section 133 of the Act, read with relevant rules issued thereunder.

(e) On the basis of the written representations received from the directors of the Holding Company as on

31 March 2017 taken on record by the Board of Directors of the Holding Company and the reports of the

statutory auditors of its subsidiary companies incorporated in India, none of the Directors of the Group

companies incorporated in India is disqualified as on 31 March 2017 from being appointed as a Director

of that company in terms of Section 164(2) of the Act.

(f) With respect to the adequacy of the internal financial controls over financial reporting of the Group

and the operating effectiveness of such controls, refer to our separate report in “Annexure A”; and

(g) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of

the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and

according to the explanations given to us:

i. the consolidated Ind AS financial statements disclose the impact of pending litigations on

the consolidated financial position of the Group.

il. the Company did not have any long term contracts including derivative contracts for

which there were any material foreseeable losses; and

iti. there has been no delay in transferring amounts, required to be transferred, to the Investor

Education and Protection Fund by the Holding Company and its subsidiary companies

incorporated in India; and

Page 35: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

S. C. Vasudeva & Co. Continuation Sheet No.

iv. the Company has provided requisite disclosures in its consolidated Ind AS financial

statements as to holdings as well as dealings in Specified Bank Notes during the period

from 8 November, 2016 to 30 December, 2016 and these are in accordance with the

books of accounts maintained by the Company.

For S.C, Vasudeva & Co,

Chartered Accountants

Firm Reg. No.000235N

a AO ee

(Sanjiv Mohan)

Partner

M. No. 086066

Ludhiana

10" May, 2017

Page 36: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

. s. C. Vasudeva & Co Continuation Sheet No.

Annexure - A to the Auditors’ Report

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the

Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated Ind AS financial statements of the Company as of and

for the year ended 31 March 2017, we have audited the internal financial controls over financial reporting

of Vardhman Textiles Limited (“the Holding Company”) and its subsidiary companies, its associates and

joint ventures which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The Respective Board of Directors of the Holding Company, its subsidiary companies and its associate,

which are companies incorporated in India, are responsible for establishing and maintaining internal

financial controls based on the internal control over financial reporting criteria established by the

Company considering the essential components of internal contro! stated in the Guidance Note on Audit

of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants

of India (“ICAI”). These responsibilities include the design, implementation and maintenance of adequate

internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of

its business, including adherence to company’s policies, the safeguarding of its assets, the prevention and

detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely

preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial

reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of

Internal Financial Controls over Financial Reporting (the “Guidance Note”) issued by ICAI and the

Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the

Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both issued by the

Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we

comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about

whether adequate internal financial controls over financial reporting was established and maintained and

if such controls operated effectively in all material respects.

, Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal

financial controls system over financial reporting and their operating effectiveness. Our audit of internal

financial controls over financial reporting included obtaining an understanding of internal financial

controls over financial reporting, assessing the risk that a material weakness exists, and testing and

evaluating the design and operating effectiveness of internal control based on the assessed risk. The

procedures selected depend on the auditor’s judgment, including the assessment of the risks of material

misstatement of the Ind AS financial statements, whether due to fraud or error.

Page 37: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

a Ss. C. Vasudeva & Co Continuation Sheet No.

| We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for

our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide

reasonable assurance regarding the reliability of financial reporting and the preparation of financial

statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal financial contro! over financial reporting includes those policies and procedures that

(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the

transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of

financial statements in accordance with generally accepted accounting principles, and that receipts and

expenditures of the company are being made only in accordance with authorizations of management and

directors of the company; and

(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,

use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the

possibility of collusion or improper management override of controls, material misstatements due to error

or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial

controls over financial reporting to future periods are subject to the risk that the internal financial control

over financial reporting may become inadequate because of changes in conditions, or that the degree of

compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Holding Company, its subsidiary companies, its associates and its joint venture, which

are companies incorporated in India, have, in all material respects, an adequate internal financial controls

system over financial reporting and such internal financial controls over financial reporting were

operating effectively as at 31 March 2017, based on the internal control over financial reporting criteria

established by the Company considering the essential components of internal contro] stated in the

Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

Page 38: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

S. Cc. Vasudeva & Co. Continuation Sheet No.

Other Matter

Our aforesaid reports under section 143(3\(i) of the Act on the adequacy and operating effectiveness of I

the internal financial controls over financial reporting in so far as it relates to two subsidiary companies,

two associate and one joint venture, which are companies incorporated in India, is based on the |

corresponding reports of the auditors of such companies incorporated in India. i

For S.C. Vasudeva & Co,

Chartered Accountants

Firm Reg. No.000235N

M. No. 086066

Ludhiana

10" May, 2017

Page 39: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

VARDELMAN TEN TILES LIMITED

CONSOLIDATED BALANCE SHEE’

Particulars

ASSETS

{ Non-current assets

(aj Property, Plaat and Equipuient

(0) Capital work-in-progiess

{e) Goodwill id) Other Jotangnble Assets

(e) Investment in associates and yous ventures

(f) Financial Assets

Investments.

-Loans

-Others financial assets (y} Other non-current 1S,

Total Non-current assets

2 Current assets

(a) Inventories (b) Financial Assets

-tavesiments -Trade receivables ~Cash and cash equivalents -Bank Balance other than above -Loans

-Other financial assets (c} Current tax assets (net) (d) Other current assets ‘Total Current assets

TOTAL ASSETS EQUITY AND LIABILITIES

Equity (a) Equity Share capital

(b} Other Equity (c} Non-controtting interests.

- Equity Share capitat

- Otter Equity

Total Equity

Liabilities

t Nen-current finbilities (a) Financial Liabihties

Borrowings -Othes finangial liabilines

(b) Provisions (e) Deferred tax tiabililies (Net) (Wh Other non-current liabilities Total Non-current liabilities

w Current liabilities (a) Financial Liabilities

-Botrowings -Trade payables -Other Financial liabilities

(b} Other current liabilities (ci Provisions Total Current fiabi

TOTAL EQUITY AND CAASTEETIES

AS ON 3ist March, 2017

Note No,

3¢ay

ey Mb) fa}

10 a

WA

12 13

4?

18 wv 20 2

As at 31st March As at 31st March

(Amount in Lacs)

As at (st April

2017 2016 2018

2,57,432.93 2,60,333.22 2.60,267.68 4,902.67 8,601.30 7,932.64 1,254.48 1,259.18 1,259.18 674.18 1$08.24 1393.29

2,316.79 19,896.85 28,182:07

85,875.40 95,338.00 49,874.16 61.97 81.36 87.26

204.71 4,269.97 12,426.13 7,839.34 9,049.24 8,027.87

3,65,461.67 3,96,937.33 569,480.78 aeons: AN Ek I

(75,286.68 192,512.48 175,740.07

93,439.88 16,027.77 27,658.48 73,349.58 77,759.39 82,017.73 4,228.68 21,536.43 6,332.10 226.37 6,350.15 11,669.55

2,971.30 3,033.43 3,702.56 4,960.52 5,352.15 4,102.10 2,128.86 1,302.93 493.20

29,599.89 30,518.73 31,551.13 3,86,192.70, 3,54,393.42 3,33,266.92

TTS) TASS FAL 717.10

5,490.53 OMIT IL 6,091.91

421,831.90 393,896.96 RSL 6004

2,562.75 2,93}.50 2,931.50 3,655.89 7,373.29 8,145.32

438,541.07 410, 293.6 3,68,705.16-

74,270.02 4,03,972.03 133,475.34 48.78 J942 1,299.49

969.22 635.34 169.77 27,418.77 23,774.20 22,932.38

2,103.04 2,049.78 2167.27 7,04,309.83 1,50,450.73 ~~ T,60,644.25

106,632.17 1,03,075.47 60,716.20

24,545.22 18,033.07 19.645.55 61,787.17 75,291.37 90,355.62

15,203.73 13,640.98 11,897.43

465.16 S553 689.49 2B GOAT TAC SRG ATT 30.29

TL GS4.57 RAZ ITEIE

‘The accompanying dotes are integral part of these consobdated {financial scutemtents,

As per aur report of even date fur SOL

Chartered

Firm Rego,

Place : Ludhiana

Dated: 10.08.2017

© Board of

Rajeev Thapar Sachit Jain

Chief Financiat Officer OTN : 00746409

Ord. -

‘ectors:

doint Managing Director

Managing Directo: DAN: 00121737

Page 40: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

VARDHMAN TEXTILES LIMITED CONSOLIDATED STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH 2017

(Amount in Lacs}

Particulars Note For the year ended For the year ended No. st Mareh 2017 Fist March 2016

L Revenue from operations 27 6,06,676.59 589,527.50

MW Other income 28 49,152.00 (1,048.59 mH, Total income (+11) 6,55,828.59. 6,00,576.09

Iv, Expenses: © Cost of materials consumed 29 3,01,580.33 279,846.53 Purchases of stock-in-trade 30 539.50 1,859.83 Changes in inventories of finished goods, work- 31 (9,081.82) 1,007.10

in-progress and stock-in-trade

Employee benefits expense 32 47,884.72 43,379.47

Finance costs 33 9,294.99 8886.41

Depreciation and amortization expense 3 34,339.74 37,424.85

Other expenses 34 143,162.91 145,803.61 Total Expenses 527,720.37 5,18,207.80

ve Profit before non controlling interests and share of profit of associate and 1,28,108.22 32,368.29

joint venture (III-1V) Vi Share of profit of associates/ joint ventures 3,685.53 ___4,783.49

Vil Profit before tax (V+VI) 1,31,793,75 87,131.78

Vit Tax expense:

4. (1) Current tax 30,263.40 23,897.60

(2) Deferred tax 3,342.30 842.54

(3) Mat Credit Entitlement (1,239.63) 4.20

xX. Profit for the year (VII-VIT) . 99,427.68 $2,407.44

xX Other Comprehensive Income

A (i) Items that will not be reclassified to profit or loss

-Remeasurements of the defined benefits plans : (61.29) 14.25

-Gain on Fair Valuation of Equity instruments carried at FVOCI 6.35 - ~Share of other comprehensive income from associate/ joint venture (9.32) 13.61

(ii) Income tax relating to items that will not be reclassified to profit or loss 18.94 (4.70)

B (i) Items that will! be reclassified to profit or loss - -

(ii) Income tax relating to items that will be reclassified to profit or loss - -

(45.32) 23,16

Total Comprehensive Income for the year (IX+X) 99,382.36, 62,430.60

Profit attributable to: - Owners of the parent 98,141.44 6145937

- Non-controJling interest 1,286.24 948.13

2.21.68 2a a Other Comprehensive Income attributable to:

- Gwners of the parent (41.69) 21.05 - Non-controlling interest . 3.63 a a

(45.32) 23.16

Total Comprehensive Income attributable to:

- Owners of the parent 98,099.75 61,480.36

~ Non-controlling interest 1,282.6} 950.24 99,382.36, 62,430.60

Earnings per equity share 42

Basic - Par value of Rs. 10 per share 163.40 100.89

Dituted ~ Par value of Rs. 10 per share 163.10 100.83

The accompanying notes are integral part of these consolidated financial statements

AS per our report of even date

For S. C. Vasudeva & Co., Chartered Accountants

wo

Rajeev Thapar S.P. Oswal

Chief Financial Joint Managing Direct« Chairman and Officer DIN : 00746409 Managing Director DIN: 60121737

Place : Ludhiana Dated: 10-05-2017

Page 41: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

VAROUMAN TEXTILES LIMITED

CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017

A.CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before Exexceptional items and tax

Adjustments for +

Depreciation and amortisation 34,339.74 lacome from associates (3,685.53) Ingerest expense 11,622.01

Fair Valuation Gain on Investments (9,967.74) Subsidy Income (189.33) Prepayments of Leasehold land 815

Interest income (3,121.66) Dividend income (1,462.11)

( Protit}/Loss on sale of Assets(Net) (6,415.33)

(Profit'Loss on sale of Investments (Net) (28,109.57) Provision no fonger required written Back(Net} (360.71)

Amortisation of Processing Charges 92.75 Fixed assets written off 438.35

Bad debts written off 358.75 Allowances for doubtful trade receivables and advances writien back 274.44

{Inctease)/Decrease in Trade and other Receivables 5,845.83 (Increase)/Decrease in Inventories 48,374.22 Increase/(Decrease) in Trade Payables and other Liabilities 10,279.47

Cash generated fram Operations

Net income tax paid (30,865.96)

Net cash flow from/ (used in) operating activities

11 FLOW FROM INVESTING ACTIVITIES

se: OF Fixed Assets. (30,994.04)

Proc from sale of Fixed Assets 8,654.85 Purchase of Investments (108,748.38)

Proce rom sate of Investments 90,333.75 Interest yeceived 4,971.69

Dividend received 1462.11

Net Cash used in investing activities

C.CASH FLOW FROM FINANCING ACTIVITIES Proceeds: (Repayment) from Long Term Berrowings(Net) (41,812.67)

Proe (Repayment) from Short Tern Borrowings(Net) 3,884.69 Proceeds! (Repayment) from Equity Share Capital (68,838.80)

Dividend Paid (including taxes) (93.11)

(11,491.10) Interest Paid Net Cast Row froav(used itt} Financing Activities

Net Increase in cash and cash equivalents

ash and cash equivalents at the beginning of the year Cash and cash equivalents at the end of the year

She accompanying notes are integral part of these consolidated financial statements

As per our report of even date

Vor Vasudeva & Co., Chartered Accountants.

firm Regn, No.: G00235N,

{Amount in Lacs}

For the year ended For the vear ended

31st March 2017 Bist March 2016

1,31,793.75 87,181.78

37,424.85 (4,783.49) 13,272.73 (5,683.13) (154.20)

23.48 (5,592.29) (1,069.99) (745.34) (469.27) 542,38 92.86 24.22 33.81

118.97

(6,177.79) 33,032.62

1,25,615.96 1,20,184.40

11,011.61 (16,355.52)

1,513.41 34,499.52 (3,830.50)

1,60,115.48 1.16.353.90

(30,865.96) (24,844.50) (24,844.50)

1,29,249.52 91,509.40

(38,881.22) 1,219.62

(49,876.32) 22,823.41 4,342.83 15,230.49

(34,320.02) (45,141.19)

(45,542.92) 45,935.38

(23,287.94) (13,587.84)

(1,18,350.99} (36,483.32)

(23,421.48) 9,884.89 | 27,886.84 18,001.68 4465.06 27,886.54

bre Bore - yer Rajeev Thapar Sachit Jain S.P. Oswal

Chief Financial Officer Joint Managing Director Chairman and DIN ; 60746409 Managing Director

DIN: 00125737

Page 42: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

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Page 43: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

Deloitt Chartered A e€ ne e 7° Floor Building 10, Tower B DLF Cyber City C i Haskins & Sells LLP OE ate complex Gurugram - 122 002 Haryana, India

Tel: +91 124 679 2000 Fax: +91 124 679 2012

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF VARDHMAN TEXTILES LIMITED Report on the Standalone Ind AS Financial Statements

We have audited the accompanying standalone Ind AS financial statements of Vardhman Textiles Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2018, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of the significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Ind AS Financial Statements

The Company’s Board of Directors is responsible for the matters stated in Section 134(5) / of the Companies Act, 2013 (“the Act”) with respect to the preparation of these standalone N Ind AS financial statements that give a true and fair view of the financial position, financial

performance including other comprehensive income, cash flows and changes in equity of the Company .in accordance with the Indian Accounting Standards (Ind AS) prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.

This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the standalone Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

( Our responsibility is to express an opinion on these standalone Ind AS financial statements ~ based on our audit.

In conducting our audit, we have taken into account the provisions of the Act, the

accounting and auditing standards and matters which are required to be included in the

audit report under the provisions of the Act and the Rules made thereunder and the Order

issued under section 143(11) of the Act.

We conducted our audit of the standalone Ind AS financial statements in accordance with

the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the standalone Ind AS financial statements are free

from material misstatement.

a Regd. Office: Indiabulls Finance Centre, Tower 3, 27" - 32” Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai - 400 013, Maharashtra, india.

(LLP Identification No. AAB-8737)

a

Page 44: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

Deloitte Haskins & Sells LLP

yr

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the standalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error.

In making those risk assessments, the auditor considers internal financial control relevant to the Company’s preparation of the standalone Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company’s Directors, as well as evaluating the overall presentation of the standalone Ind AS financial statements.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Ind AS and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2018, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit we report that:

a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account.

d) In our opinion, the aforesaid standalone Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.

e} On the basis of the written representations received from the directors of the Company as on March 31, 2018 taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company's internal financial controls over financial reporting for the reasons stated therein.

J

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Deloitte Haskins & Sells LLP

g) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

i, The Company has disclosed the impact of pending litigations on its financial position in its standalone Ind AS financial statements — Refer to Note 38(a) to the standalone Ind AS financial statements;

ii. The Company did not have any long-term contracts including derivative contracts for which there were any material foreseeable losses ~ Refer to Note 38(e) to the standalone Ind AS financial statements;

iii. There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Company

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm's Registration No. 117366W / W-100018) { f

Vijay Agarwal

(Partner) (Membership No. 094468)

Place: Ludhiana

Date: May 12, 2018

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Deloitte Haskins & Sells LLP

ANNEXURE “A” TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory

Requirements’ section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause

(i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Vardhman

Textiles Limited (“the Company”) as of March 31, 2018 in conjunction with our audit of

the standalone Ind AS financial statements of the Company for the year ended on that

date.

Management's Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal

financial controls based on the internal control over financial reporting criteria established

by the Company considering the essential components of internal control stated in the

Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by

the Institute of Chartered Accountants of India. These responsibilities include the design,

implementation and maintenance of adequate internal financial controls that were

operating effectively for ensuring the orderly and efficient conduct of its business, including

adherence to company’s policies, the safeguarding of its assets, the prevention and

detection of frauds and errors, the accuracy and completeness of the accounting records,

and the timely preparation of reliable financial information, as required under the

Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls

over financial reporting of the Company based on our audit. We conducted our audit in

accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial

Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India

and the Standards on Auditing prescribed under Section 143(10) of the Companies Act,

2013, to the extent applicable to an audit of internal financial controls. Those Standards

and the Guidance Note require that we comply with ethical requirements and plan and

perform the audit to obtain reasonable assurance about whether adequate internal

financial controls over financial reporting was established and maintained and if such

controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of

the internal financial controls system over financial reporting and their operating

effectiveness. Our audit of internal financial controls over financial reporting included

obtaining an understanding of internal financial controls over financial reporting, assessing

the risk that a material weakness exists, and testing and evaluating the design and

operating effectiveness of internal control based on the assessed risk. The procedures

selected depend on the auditor’s judgement, including the assessment of the risks of

material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to

provide a basis for our audit opinion on the Company's internal financial controls system

over financial reporting.

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Deloitte Haskins & Sells LLP

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial. reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in

accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm's Registration No. 117366W / W-100018)

Vijay Agarwal

(Partner) (Membership No. 094468)

Place: Ludhiana

Date: May 12, 2018

& Wy

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Deloitte Haskins & Sells LLP

et

ANNEXURE B TO THE INDEPENDENT AUDITOR'S REPORT

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ Section of our report of even date)

(i)

(ii)

(a)

(b)

(c)

The Company has maintained proper records showing full particulars, including quantitative details and situation of fixed assets.

The Company has a program of verification to cover all the items of fixed assets in a phased manner which, in our opinion, is reasonable having regard to the size of the Company and the nature of its assets. Pursuant to the program, certain fixed assets were physically verified by the management during the year. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

According to the information and explanations given to us, the records examined by us and based on the examination of the registered sale deeds and transfer deeds / conveyance deeds and the confirmations received by us from “ICICI Bank Limited and IDBI Bank Limited” (custodians) on behalf of term and consortium lenders for the credit facility extended to the Company against immovable properties whose title deeds have been pledged as security for obtaining credit facility and the same are held in the name of Company.

We report that, the title deeds, comprising all the immovable properties of land and buildings which are freehold, are held in the name of the Company as at the balance sheet date, except the following:

Particulars of Land | Carrying value as Remarks and building at March 31, 2018

(Rs. In Crore)

Freehold land located at 4.38 Pending registration in Chandigarh the name of Company admeasuring 1170.56 square meters.

As explained to us, the inventories were physically verified during the year by the Management at reasonable intervals other than for stock lying with third parties and/or goods in transit for which confirmation have been obtained/subsequent receipts have been verified in most of the cases. The discrepancies noticed on physical verification of inventories as compared to book records were not material and have been properly dealt with in the books of account.

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Deloitte Haskins & Sells LLP

(iii)

(iv)

(v)

(vi)

(vii)

According to the information and explanations given to us,'the Company has

granted unsecured loans to three bodies corporate, covered in the register

maintained under Section 189 of the Companies Act, 2013, in respect of which:

a. The terms and conditions of the grant of such loans are, in our opinion, prima

facie, not prejudicial to the Company’s interest.

b. The schedule of repayment of principal and payment of interest has been

stipulated and repayments or receipts of principal amounts and interest have

been regular as per stipulations.

c. There is no overdue amount remaining outstanding as at the year-end.

In our opinion and according to the information and explanations given to us, the

Company has complied with the provisions of Sections 185 and 186 of the Act in

respect of grant of loans, making investments and providing guarantees and

securities, as applicable.

The Company has not accepted deposits during the year and does not have any

unclaimed deposits as at March 31, 2018 and therefore, the provisions of the clause

3 (v) of the Order are not applicable to the Company.

The maintenance of cost records has been specified by the Central Government

under Section 148(1) of the Companies Act, 2013. We have broadly reviewed the

cost records maintained by the Company pursuant to the Companies (Cost Records

and Audit) Rules, 2014, as amended prescribed by the Central Government under

sub-section (1) of Section 148 of the Companies Act, 2013, and are of the opinion

that, prima facie, the prescribed cost records have been made and maintained. We

have, however, not made a detailed examination of the cost records with a view to

determine whether they are accurate or complete.

According to the information and explanations given to us, in respect of statutory

dues:

(a) The Company has generally been regular in depositing undisputed statutory

dues, including provident fund, employees’ state insurance, income-tax,

sales tax, service tax, customs duty, excise duty, value added tax, goods

and services tax, cess and other material statutory dues applicable to it with

the appropriate authorities.

(b) There were no undisputed amounts payable in respect of provident fund,

employees’ state insurance, income-tax, sales tax, service tax, Customs

duty, excise duty, value added tax, goods and services tax, cess and other

material statutory dues applicable in arrears as at March 31, 2018 for a

period of more than six months from the date they became payable.

Wy:

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Deloitte Haskins & Sells LLP

(viii)

(c) Details of dues of excise duty, sales tax, value added tax, service tax and

income-tax which have not been deposited as on March 31, 2018 on account

of disputes are given below and there are no dues of customs duty as on

March 31, 2018 on account of disputes

Amount

Forum x | Paid | Amount

Nature Nature where period Amount™ | under | unpaid

° o i i erio rotest Statute Dues aispure is P

P g (Rs. In Crores)

Supreme 2005 0.04 - 0.04 Court

Central . Excise | EXCIS® | CESTAT 2009-2013 2.17 - 2.17

Laws Duty Upto

Commissioner | 2001 - 2015 2.73 0.08 2.65

(Appeals)

. CESTAT 2010 - 2011 0.02 - 0.02 Service . Tax Service

L Tax Upto aws Commissioner | 2008-2011 0.07 - 0.07

(Appeals)

Sales Central j| Upto

Tax Sales Commissioner | 2009-2010 0.06 - 0.06

Laws Tax (Appeals)

Appellate . State Board 2006-2007 0.51 0.20 0.31

Sales Upto

Tax Commissioner | 2005 - 2006 0.02 - 0.02

(Appeals)

ITAT 2001-2012 141.42 115.21 26.21 Income-

Income- tax tax Upto

Laws Commissioner | 2012-2014 87.65 18.80 68.85

(Appeals)

*Amount as per demand orders including interest and penalty wherever quantified

in the Order.

In our opinion and according to the information and explanations given to us, the

Company has not defaulted in the repayment of loans or borrowings to financial

institutions, banks, government and dues to debenture holders.

r

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Deloitte Haskins & Sells LLP

(ix) In our opinion and according to the information and explanations given to us, the

term loans have been applied by the Company during the year for the purposes for

which they were raised. During the year, the Company has raised Rs. 499.80 Crore

through private placement of non-convertible debentures, however it has not raised

any money by way of initial public offer/further public offer (including debt

instruments) during the year.

(x) To the best of our knowledge and according to the information and explanations

given to us, no fraud by the Company and no material fraud on the Company by

its officers or employees has been noticed or reported during the year.

(xi) In our opinion and according to the information and explanations given to us, the

Company has paid/provided managerial remuneration in accordance with the

requisite approvals mandated by the provisions of section 197 read with Schedule

V to the Companies Act, 2013.

(xii) The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of

the CARO 2016 is not applicable.

(xiii) In our opinion and according to the information and explanations given to us, the

Company is in compliance with Section 177 and 188 of the Companies Act, 2013

where applicable, for all transactions with the related parties and the details of

related party transactions have been disclosed in the standalone financial

statements as required by the applicable accounting standards.

(xiv) During the year the Company has not made any preferential allotment or private

placement of shares or fully or partly convertible debentures and hence reporting

under clause (xiv) of CARO 2016 is not applicable to the Company.

(xv) In our opinion and according to the information and explanations given to us,

during the year the Company has not entered into any non-cash transactions with

its directors or persons connected with him and hence provisions of Section 192 of

the Companies Act, 2013 are not applicable.

(xvi) The Company is not required to be registered under Section 45-IA of the Reserve

Bank of India Act, 1934 and hence reporting under clause 3 (xvi) of CARO 2016 is

not applicable to the Company.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm’s Registration No, 117366W / W-100018)

Vijay Agarwal (Partner)

(Membership No. 094468)

Place: Ludhiana

ate: May 12, 2018

by

Page 52: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

VARDHMAN TEXTILES LIMITED

Balance Sheet as at March 31, 2018

(Al amounts in crores, unless otherwise stated)

Particulars

ASSETS

Non-current assets

(a) Property, plant and equipment

(b) Capital work-in-progress

({c) Intangible assets

(d) Financial assets

{i} Investments

(if) Loans

dif) Others financial assets

{e) Other non-current assets

Total Non-current assets

Current assets

(a) Inventories

(b) Financial assets

(i) Investments

(ii) Trade receivables

(iii) Cash and cash equivalents

(iv) Bank balances other than

above

(v) Loans {vi) Other financial assets

(c) Current tax assets(net)

(d) Other current assets

Total Current assets

TOTAL ASSETS

Equity and Liabilities

Equity

(a) Equity share capital

(b) Other equity

Equity attributable to the owners of the Company

Liabilities

Non-current liabilities (a) Financial liabilities

() Borrowings

(ii) Other financial liabilities

(b) Provisions

(c) Deferred tax liabilities (Net)

(d) Other non-current liabilities

Total Non-current liabilities

Current liabilities

(a) Financial liabilities

{}) Borrowings

(ii) Trade payables (iii) Other financial liabilities

{b) Provisions

(c) Current tax liabilities (net)

(d) Other current liabilities

Total Current liabilities

TOTAL EQUITY AND LIABILITIES

See accompanying notes to the

standalone financial statements

In terms of our report attached

For Deloitte Haskins & Sells LLP Chartered Accountants *

Partner

Place : ludh jour Date: May 12, 2018

y “4

Note No. As at March 31, As at March 31,

2018 2017

3A 2,503.04 2,451.41 3A 105.08 48.54

3B 3.73 6.74

4 787.96 972.19

5 0.59 0.61 6 8.97 1.74

7 85.26 66.04

3,494.63 3,547.27

8 2,116.51 1,589.00

9 804.04 670.60 10 727.32 717.91

11 65.20 38.22 11A 3.11 2.25

12 45.24 36.56 13 23.99 40.47 14 99.07 45.14

15 316.88 271.11 4,201.33 3,411.26

7,695.96 6,958.53

16 57.43 55.93

17 4,574.53 3,929.92 4,631.96 3,985.85

18 1,195.55 719.35 19 0.65 0.49 20 7.04 8.90 21 235.60 238.41

22 22.18 21.01 1,461.02 988.16

23 805.51 1,055.06 24 196.19 177.41

25 471.94 600.76 26 4.82 4.28 14 9.45 - 27 115.07 147.01

1,602.98 1,984.52

7,695.96 6,958.53

For and on behalf of the Board of Directors

\ (Lape San Gupta Rajeev Thapar s chit Jain

Company Secretary Chief Financial Joint MiBnaging

Membership No:-4935 Officer Director

DIN:00746471 Place : Ludhiana

Date: May 12, 2018

,

Yi S.P. Oswal

Chairman and Managing Director DIN: 00121737

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VARDHMAN TEXTILES LIMITED

Statement of profit and loss for the year ended March 31, 2018

(All amounts in crores, unless otherwise stated)

Particulars

I Revenue from operations

Wy Other income

TIT Total Income (I1+1I)

Iv Expenses : Cost of materials consumed

Purchases of stock-in-trade Changes in inventories of finished

goods,work-in-progress and

stock-in-trade

Employee benefits expense

Finance costs Depreciation and amortization

Other expenses

Total Expenses

v Profit before tax (III-IV)

VI Tax expense:

Current tax

Deferred tax

vit Profit for the year (V-VI)

VIII Other Comprehensive Income

A Items that will not be reclassified to profit or loss

(a) (i) Remeasurements of the defined benefits plans

(ii) Income tax relating to items that will not be reclassified to

profit or loss

Note

No.

28 29

30

32

33

3A & 3B 35

36

17

(b) (i) Equity instruments through other comrehensive income

(ii) Income tax relating to items that will not be reclassified to

profit or loss

IX Total other comprehensive

income

x Total comprehensive income for the year (VII+IX)

Earnings per equity share (amount in Rs.)

(1) Basic (2) Diluted

See accompanying notes to the standalone financial

statements

In terms of our report attached

For Deloitte Haskins & Selis LLP Chartered Accountants {

\ Vijay Aga

Partner

grow

a

place :*° Ludhiana Date: May 12, 2018

wll

yy

sangyo ce

42

Company Secretary

Membership No:-4935

Place : Ludhiana

Date: May 12, 2018

For the year

ended March 31,

For the year

ended March 31,

Rajeev Thapar

2018 2017

5,851.37 5,690.95 185.06 628.36

6,036.43 6,319.31

3,180.52 2,836.69 33.63 29.20

(48.01) (74.18)

479.63 453.61 114.32 125.13 228.55 329.49

1,347.04 1,314.56 5,335.68 5,014.50

700.75 1,304.81

147.58 281.57 7.41 21.65

545.76 1,001.59

2.51 (0.51) (0.87) 0.17

0.09 0.18 (0.03) (0.06)

1.70 (0.22)

547.46 1,001.37

96.41 163.67 95.45 163.67

Suthita Jain

Joint aging

irector

DIN:00746471

For and on behalf of the Board of Directors

S.P. Oswal

Chairman and Managing Director

DIN: 00121737

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VARDHMAN TEXTILES LIMITED

CASH FLOW STATEMENT

for the year ended March 31, 2018

(All amounts in Rs. Crores, unless otherwise stated)

. Year ended Year ended Particulars March 31, 2018 March 31, 2017

A CASH FLOW FROM OPERATING ACTIVITIES

Profit before tax 700.75 1,304.81

Adjustments for: Finance costs 103.81 112.52 Fair valuation gain on investment (78.08) (95.30)

Subsidy income (1.79) (1.81)

Prepayments of leasehold land 0.08 0.08

Interest income (17.76) (33.30)

Dividend on current investments (19.98) . (15.41)

Net gain on sale / discarding of property, plant and equipment (4.69) (61.58)

(Profit)/Loss on sale of Investments (Net) (20.26) (365.61)

Provision no longer required written back (net) (8.02) (3.50)

Amortisation of processing charges 0.64 0.87

Assets written off 3.32 4.34

Bad debt written off 0.45 3.52

Allowances for doubtful trade receivables and advances - 2.74

Depreciation and amortisation 228.55 329.49

Share options outstanding account 10.57 -

Changes in working capital:

Adjustments for (increase ecrease in ratin assets :-

Trade receivables and other assets (9.88) 45.80

Inventories (527.50) 220.11

Loans (Current) (8.65) (6.41)

Loans (Non-current) 0.02 0.15

Other assets (Current) (56.07) 26.26

Other assets (Non-current) (5.56) 10.90

Others financial assets (Current) 8.24 47.04

Others financial assets (Non Current) (7.11) 10.19

Adjustments for incr decr: in rating liabilities :-

Trade payables and other liabilities 26.80 35.00

Provisions (Non Current) (1.86) 2,97

Provisions (Current) 0.54 (0,92)

Others financial liabilities (Current) {2.40} 771

Others financial Habilities (Non-Current) 0.16 0.30

Other liabilities (Non-current) (1.13) (0.54)

Other liabilities (Current) (31.07) 13.12

Cash generated from operations 282.12 1,593.54

Income taxes paid (192.93) (304.62)

Net cash generated by operating activities 89.19 1,288.92

8B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of investments (879.24) (918.42)

Proceeds from sale of Investments 1,028.38 807.16

Interest received 25.02 51.89

Payment for purchase of property, plant and equipment, capital work in progress and other intangible assets (363.10) (291.03)

Proceeds from disposal of property, plant and equipment 9.68 83.19

Dividend on subsidaries, associates and other investments 19.98 15.41

Net cash used in investing activities (159.28) (251.80)

yy

S/ Leper

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VARDHMAN TEXTILES LIMITED

CASH FLOW STATEMENT

for the year ended March 31, 2018 (All amounts in Rs. Crores, unless otherwise stated)

Particulars

C CASH FLOW FROM FINANCING ACTIVITIES*

Proceeds/ (Repayment) from equity share capital

Proceeds from issue of treasury shares

Proceeds from borrowings (non-current)

Repayment from borrowings (non-current)

Repayment of borrowings (current) (net)

Proceeds from borrowings (current) (net)

Corporate dividend tax paid

Dividends on equity share capital paid

Capital Subsidy received

Finance costs paid

Net cash (used)/generated in financing activities

Net increase / (decrease) in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

Cash and cash equivatents at the end of the year

* There are no non cash changes arising from financing activities

See accompanying notes to the standalone financial

statements

In terms of our report attached

For Deloitte Haskins & Sells LLP

A

i Chartered Accountants /

¥ i e s Pe

\y yearby GYYY NODS

f Vijay Agarwal

Partner

Place: «.bcorckbiana Date: May 12, 2018

Year ended

March 31, 2018

Year ended

March 31, 2017

5.55 (705.45) 182.23 - 333.80 -

- (436.44) (249.55) -

. 38.24 (15.79) - (83.03) (1.05) 4.45 3.35

(80.59) (111.24) 97.07 (4,212.59

26.98 __ 475.47)

38.22 213.69

65.20 38.22

For and on behalf of the Board of Directors

Suthi ain

Jotnt aging

irector

DIN:00746471

he} et RajeeV Thapar

Chief Financial Officer

Place : Ludhiana

Date: May 12, 2018

S.P. Oswal

Chairman and

Managing Director DIN: 9081737

sao Suhea Company Secretary

Membership No:-

4935

Page 56: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

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Deloitte Chartered Accountants

7° Floor, Building 10, Tower B

Haskins & Sells LLP brew rhe Gurugram - 122 002 Haryana, India

Tel: +91 124 679 2000 Fax: +91 124 679 2012

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF VARDHMAN TEXTILES LIMITED

Report on the Consolidated Ind AS Financial Statements

We have audited the accompanying consolidated Ind AS financial statements of Vardhman Textiles Limited (hereinafter referred to as "the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group"), which includes Group’s share of profit in its associates and its joint venture, comprising the Consolidated Balance Sheet as at March 31, 2018, the Consolidated Statement of Profit and Loss (including other comprehensive income), the Consolidated Cash Flow Statement, the Consolidated Statement of Changes in Equity, for the year then ended, and a summary of the significant accounting policies and other explanatory information (hereinafter referred to as "the consolidated Ind AS financial statements”).

Management's Responsibility for the Consolidated Ind AS Financial Statements

The Parent's Board of Directors is responsible for the preparation of these consolidated Ind AS financial statements in terms of the requirements of the Companies Act, 2013 (hereinafter referred to as "the Act") that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated statement of changes in equity of the Group including its Associates and Joint venture in accordance with the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India. The respective Board of Directors of the companies included in the Group and of its associates and joint venture are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group, its associates and its joint venture and for preventing and detecting frauds and other irregularities; the selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, impiementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the consolidated Ind AS financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated Ind AS financial statements by the Directors of the Parent, as aforesaid.

Auditor's Responsibility

Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit. In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the consolidated Ind AS financial statements are free from materia! misstatement.

Regd. Office: Indiabulls Finance Centre, Tower 3, 27° - 32° Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai - 400 013, Maharashtra, India. (LLP Identification No. AAB-8737)

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Deloitte Haskins & Sells LLP

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the consolidated Ind AS financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Parent's preparation of the consolidated Ind AS financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Parent's Board of Directors, as well as evaluating the overall presentation of the consolidated Ind AS financial statements.

We believe that the audit evidence obtained by us and other auditors in terms of their reports referred to Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the consolidated Ind AS financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on the consideration of reports of the other auditors on separate financial statements of the subsidiaries, associates and joint venture referred to below in the Other Matters paragraph, the aforesaid consolidated Ind AS financial statements give the information required by the Act in the manner so required and give a true and fair view in conformity with the Ind AS and other accounting principles generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2018, and their consolidated profit, consolidated total comprehensive income, their consolidated cash flows and consolidated statement of changes in equity for the year ended on that date.

Other Matters

We did not audit the financial statements of three subsidiaries viz., VMT Spinning Company Limited, VTL Investments Limited and Vardhman Acrylics Limited, whose financial statements/ financial information reflect total assets of Rs. 645.69 crores as at March 31, 2018, total revenues of Rs.583.28 crores and net cash outflows amounting to Rs. 20.98 crores for the year ended on that date, as considered in the consolidated Ind AS financial statements. The consolidated Ind AS financial statements also include the Group's share of net profit of Rs. 17.51 crores for the year ended March 31, 2018, as considered in the consolidated Ind AS financial statements, in respect of three associates viz., Vardhman Yarns and Threads Limited, Vardhman Special Steels Limited and Vardhman Spinning and General Mills Limited and one joint venture viz., Vardhman Nisshinbo Garments Company Limited, whose financial statements have not been audited by us. These financial statements have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated Ind AS financial statements, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, joint venture and associates, and our report in terms of sub-section (3) of Section 143 of the Act, in so far as it relates to the aforesaid subsidiaries, joint ventures and associate is based solely on the reports of the other auditors.

Our opinion on the consolidated Ind AS financial statements above and our report on Other Legal and Regulatory Requirements below, is not modified in respect of the above matter with respect to our reliance on the work done and the reports of other auditors.

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Deloitte Haskins & Sells LLP

Report on Other Legal and Regulatory Requirements

As required by Section 143(3) of the Act, based on our audit and on the consideration of the report of the other auditors on separate financial statements and the other financial information of subsidiaries, associates and joint venture companies incorporated in India, referred in the Other Matters paragraph above we report, to the extent applicable, that:

(a)

(b)

(c)

(d)

(e)

(f)

(g)

We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit of the aforesaid consolidated Ind AS financial statements.

In our opinion, proper books of account as required by law relating to preparation of the aforesaid consolidated Ind AS financial statements have been kept so far as it appears from our examination of those books and the reports of the other auditors.

The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement and Consolidated Statement of Changes in Equity dealt with by this Report are in agreement with the relevant books of account maintained for the purpose of preparation of the consolidated Ind AS financial statements.

In our opinion, the aforesaid consolidated Ind AS financial statements comply with the Indian Accounting Standards prescribed under Section 133 of the Act.

On the basis of the written representations received from the directors of the Parent as on March 31, 2018 taken on record by the Board of Directors of the Parent and the reports of the statutory auditors of its subsidiary Companies, associate Companies and joint venture Company incorporated in India, none of the directors of the Group, its associate Companies and joint venture Company incorporated in India is disqualified as on March 31, 2018 from being appointed as a director in terms of Section 164 (2) of the Act.

With respect to the adequacy of the internal financial controls over financial reporting and the operating effectiveness of such controls, refer to our separate Report in “Annexure A”, which is based on the auditors’ reports of the Parent,

subsidiary Companies, associate Companies and joint venture Company incorporated in India to whom internal financial control over financial reporting is applicable. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of internal financial controls over financial reporting of those Companies, for the reasons stated therein.

With respect to the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditor's) Rules, 2014, as amended, in our opinion and to the best of our information and according to the explanations given to us:

The consolidated Ind AS financial statements disclose the impact of pending litigations on the consolidated financial position of the Group, its associates and joint venture - Refer to Note 38(a) to the consolidated Ind AS financial statements.

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Deloitte Haskins & Sells LLP

The Group, its associates and joint venture did not have any material foreseeable losses on long-term contracts including derivative contracts - Refer to Note 38(e) to the consolidated Ind AS financial statements.

There has been no delay in transferring amounts required to be transferred, to the Investor Education and Protection Fund by the Parent and its subsidiary Companies, associate Companies and joint venture Company incorporated in India.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm's Registration No. 117366W / W-100018)

Vijay Agarwal

(Partner) (Membership No. 094468)

Place: Ludhiana

Date: May 12, 2018

oy

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|

Deloitte Haskins & Sells LLP

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated Ind AS financial statements of the Company as of and for the year ended March 31, 2018, we have audited the internal financial controls over financial reporting of Vardhman Textiles Limited (hereinafter referred to as “Parent”) and its subsidiary companies, its associates companies and joint venture company, which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Parent, its subsidiary companies, its associate companies and joint venture, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India (ICAI). These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Parent, its subsidiary companies, its associate companies and its joint venture, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

Ca

yw

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na.

Deloitte Haskins & Sells LLP

We believe that the audit evidence we have obtained and the audit evidence obtained by the other auditors of the subsidiary companies, associate companies and joint venture company, which are companies incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Parent, its subsidiary companies, its associate companies and its joint venture, which are

companies incorporated in India.

Meaning of Internal Financial Controls over Financial Reporting

A company's internal financial contro! over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations given to us and based on the consideration of the reports of the other auditors referred to in the Other Matters paragraph below, the Parent, its subsidiary companies, its associate companies and joint venture company, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2018, based on the criteria for internal financial control over

financial reporting established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

@ \y.

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Deloitte Haskins & Sells LLP

Other Matters

Our aforesaid report under Section 143(3) (i) of the Act on the adequacy and operating effectiveness of the internal financial controls over financial reporting insofar as it relates to three subsidiary companies, three associate companies and one joint venture, which are companies incorporated in India, is based solely on the corresponding reports of the auditors of such companies incorporated in India.

Our opinion is not modified in respect of the above matter.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm's Registration No. 117366W / W-100018)

mee ma

Vijay Agarwal

(Partner) (Membership No. 094468)

Place: Ludhiana

Date: May 12, 2018

ye

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VARDHMAN TEXTILES LIMITED

Consolidated Balance Sheet as at March 31, 2018

(All amounts in crores, unless otherwise stated)

Particulars

ASSETS

Non-current assets

{a) Property, plant and equipment

(b) Capital work-in-progress

{c) Other intangible assets

{d) Goodwill (e) Financial assets

(i) Investment in associates and joint ventures

{ii) Investments

(iif) Loans

{iv) Others financial assets

(gq) Other non-current-assets

Total Non-current assets

Current assets

(a) Inventories

{b) Financial assets

(i) Investments

(ii) Trade receivables

(i#)} Cash and cash equivalents

(iv) Bank balances other than

above

{v} Loans

(vi) Other financial assets

({c) Current tax assets(net)

{d) Other current assets

Total Current assets

TOTAL ASSETS

Equity and Liabilities

Equity

(a) Equity share capital

(b) Other equity

Note No.

3A 3A

3B

5A

58

6A

12 13

14

15

16 17

Equity attributabic to the owners of the Company

(c) Non-controtting interests

Total Equity

Liabilities

Non-current liabilities

(a) Financial liabilities

{i) Borrowings

(ii) Other financial liabilities (b) Provisions

(c) Deferred tax liabilities (Net)

(d) Other non-current liabilities

Total Non-current liabilities

Current liabilities

(a) Financial liabilities

(i) Borrowings

(li) Trade payables

(iif) Other financial liabilities {b} Provisions

(c) Current tax liabilities (net) (d) Other current frabilities

Total Current liabilities

TOTAL EQUITY AND LIABILITIES

See accompanying notes to the

consolidated financial statements

In terms of our report attached

For Deloitte Haskins & Sells LLP

Chartered ccountants

Vija Partner

g

Place : Ludhiana

Date: May 12. 2018

18

19

20

21

22

23

25

26

14

1-49

NO Cs L (Lp le

Sanjay Gup Rajeev Thapar

Company Secretary

Membership No:-4935

Place : Ludhiana

Date: May 12, 2018

As at March 31, 2018 As at March 31, 2017

2,614.59 2,571.34 105.71 49.03 3.81 6.74 12.50 12.54

106.00 75.47

748.58 858.75 0.59 0.61

9.40 10.09 97.31 78.41

3,698.49 3,662.65

2,256.64 4,752.81

979.09 934.40 757.53 733.50 70.38 42,29 3.38 2.36

29.80 29.74 18.35 26.40 78.41 21.26

352.02 295.67 4,545.60 3,838.40

8,244.09 7,501.05

56.43 54.91 4,897.27 4,218.32

4,953.70 4,273.23

108.78 112.19 5,062.48 4,385.42

1,209.77 742.70 0.65 0.49 7.69 9,69

255.62 255.69 22.18 21.03

1,495.91 1,029.60

821.19 1,066.32 239.86 245.15 489.26 617.87 5.47 4.65 10.93 -

118.99 152.04 1,685.70 2,086.03

8,244.09 7,501.05

Suctfita Jain Chief Financial Joint Managing “Director

Officer

DIN:00746471

For and on behalf of the Board of Directors

fr S.P. Oswai

Chairman and

Managing Cirector

DIN; 00121737

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VARDHMAN TEXTILES LIMITED

Consolidated Statement of profit and loss for the year ended March 31, 2018 (All amounts in crores, unless otherwise stated)

Particulars Note No.

I Revenue from operations 28 Ii Other income 29

iit Total Income (1+I1I)

Iv Expenses :

Cost of materials consumed 30

Purchases of stock-in-trade 31 Changes in inventories of finished 32

goods,work-in-progress and stock-in -trade

Employee benefits expense 33 Finance costs 34

Depreciation and amortization 3A & 38 Other expenses 35 Totai Expenses

Vv Profit before tax (ITI-IV)

vi Share of profit of associates/ joint ventures

VII Profit before tax (V+VI)

VI Tax expense: 36

Current tax

Deferred tax

% Profit for the year (V-VI)

VIIt Other Comprehensive Income 17 A Items that will not be reclassified to profit or loss

(a) (i) Remeasurements of the defined benefits plans {ii} Income tax relating to items that will not be reclassified

to profit or loss

(b) (i) Equity instruments through other comrehensive income

(ii) Income tax relating to items that will not be reclassified to profit or loss

(c ) Share of other comprehensive income from associates/joint venture

Ix Total other comprehensive income

x Total comprehensive income for the year (VII+IX)

Profit attributable to: - Owners of the Company

- Non-controlling interests

Other Comprehensive Income attributable to: ~ Owners of the Company

- Non-controlling interests

Total Comprehensive Income attributable to: ~ Owners of the Company - Non-controlling interests

Earnings per equity share (amount in Rs.) 41

(1) Basic (2) Diluted

See accompanying notes to the consolidated 1-49 financial statements

In terms of our repart attached For Deloitte Haskins & Setis LLP Chartered Accountants

wo v

Vijay j arwai sohey dra

Partner Company Secretary

Membership No:-4935 Officer

Place : Ludhiana

Date: May 12, 2018

Place : fuchiana Date: May 12, 2018

yw

For the year ended March 31, 2018

For the year ended

March 31, 2017

6,248.27 6,029.95 197.35 553.86

6,445.62 6,583.81

3,438.28 3,015.80 4.15 5.39

(37.87) (90.82)

506.26 478.85 118.19 128.68 240.00 343.40

1,434.49 1,421.43 5,703.50 5,302.73

742.12 1,281.08 17.51 36.86

759.63 1,317.94

165.01 302.64 2.18 21.03

592.44 994.27

2.47 (0.61)

(0.86) 0.21

(0.01) 0.06 - (0.02)

- (0.09)

1.60 (0.45)

594.04 993.82

581.19 981.41 11.25 12.86

592.44 994.27

1.57 (0.42) 0.03 (0.03) 1.60 (0.45)

582.76 980.99 11.28 12.83

594.04 993.82

106.56 163.11 105.48 163.11

For and on behalf of the Board of Directors

| Ss hnfpai

Joint Managing Dyrector

DIN:00746471

S.P. Oswal Chairman and Managing

Director

DIN: 00121737

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VARDHMAN TEXTILES LIMITED

Consolidated Cash Flow Statement

for the year ended March 31, 2018

(Ail amounts in Rs. Crores, unless otherwise stated)

Particulars Year ended

March 31, 2018 Year ended

March 31, 2017

A CASH FLOW FROM OPERATING ACTIVITIES

Profit before tax

Adjustments for:

Share of profit of associates

Finance costs : Fair valuation gain on investment

Subsidy income

Prepayments of Leasehold land Interest income

Dividend on current investments

Net gain on sale / discarding of property, plant and equipment (Profit)/Loss on sale of Investments (Net)

Provision no longer required written back(Net)

Amortisation of processing charges

Asset written off

Bad debt written off

Allowances for doubtful trade receivables and advances

Depreciation and amortisation expense

Share options outstanding account

Changes in working capital:

Adjustments for (increase) / decrease in operatin

Trade receivables

Inventories

Loans (Current) Loans (Non-current)

Other assets (Current)

Other assets (Non-current)

Others financial assets (Current) Others financial assets (Non Current)

Adjustments for increase / (decrease) in operating liabilities :- Trade payables and other liabilities Provisions (Non Current)

Provisions (Current)

Others financial liabilities (Current)

Others financial liabilities (Non-Current) Other liabilities (Non-current)

Other liabilities (Current)

Cash generated from operations

Income taxes paid

Net cash generated by operating activities

8 CASH FLOW FROM INVESTING ACTIVITIES

Purchase of investments

Proceeds from sale of investments

Interest received

Payment for purchase of property, plant and

equipment, capital work in progress and other intangible assets

Proceeds from disposal of property, plant and equipment

Dividend on associates, other investments

Net cash used in investing activities

759.63 1,317.94

(17.51) (36.86) 106.86 116.22 (86.84) (99.68) (1.83) (1.89)

0.24 0.08 (49.01) (31,22) (7.29) (14.62) (4.81) (64.15)

(34.96) (281.10) (8.38) (3.61)

0.64 0.93 3.39 4.38

0.46 3.59 - 2.74

240.00 343.40 10.57 -

(24.49) 37.86 (503.84) 183.74

(0.09) (6.39) 0.02 0.17

(56.37) 20.00 (5.38) 9.77 (0.44) 47.49 0.81 10.71

3.09 72.31 (2.00) 3.33

0.82 (0.80) (5.74) 7.13

0.16 0.30 (1.13) (0.53)

(32.18) 17.70

314.40 1,658.94

(212.09) (308.66) 102,31 1,350.28

(1,068.02) (1,087.48) 1,224.47 903.34 26.39 49.72

(366.73) (309.94)

10.31 86.55 7.29 14.62

(466.29) (343.19)

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VARDHMAN TEXTILES LIMITED

Consolidated Cash Flow Statement

for the year ended March 31, 2018

(All amounts in Rs. Crores, unless otherwise stated)

Particulars

Cc CASH FLOW FROM FINANCING ACTIVITIES

Proceeds/ (Repayment) from Equity Share capital

Proceeds from issue of treasury shares

Proceeds from borrowings (non-current)

Repayment from borrowings (non-current)

Repayment of borrowings (current)

Proceeds from borrowings (current) (net) Corporate dividend tax paid

Dividends on equity share capital paid

Capital Subsidy received

Finance costs paid

Net cash generated in financing activities

Net increase / (decrease) in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year

* There are no non cash changes arising from financing activities

Year ended March 31, 2018

Year ended

March 31, 2017

5.54 (688.39) 182.23 328.24 -

- (418.13)

(245.13) - - 38.85

(18.24) - (81.35) (0.93)

4.45 3-25 (83.67) (114.91) 92,07 (1.186 06

28.09 eeeeeenne th 7 307).

42.29 215.36

70.38 42.29

See accompanying notes to the consolidated financial statements 1-49

In terms of our report attached

For Deloitte Haskins & Sells LLP

Chartered Accountants

Place : Ludhiana

Date: May 12, 2018

eo

For and on behalf of the Board of Directors

£ ta Jain

Joint Managing Director

DIN: 00746471

Leprer Rajeev Thapar

Chief Financial Officer

Piace : Ludhiana

Date: May 12, 2018

Yeo S.P. Oswal

Chairman and

Managing Director

DIN: 00121737

wf eh

Company Secretary

Membership No:-

4935

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VARDHMAN TEXTILES LIMITED

Consolidated Statement

of Changes

in Equity

for the

year ended March

31, 2018

(All amounts

in Rs,

crores, unless

otherwise stated)

a, Equity

share capital

Balance

as at

April 1,

2016

Buyback of

shares (including

of 1,36,539

nos. of

shares held

through trust.

Also refer

note 13a) Balance

as at

March

31, 2017

Sale of

awn shares

held through

trust (Refer

note 39)

Issue of

equity shares

under employee

stock option

plan (Refer

note 44)

Add:- Sale

of Holding

Company

shares by

subsidary

b. Other

equity

Amount

Item of

other Total

Reserves

and Surplus

comprehensive

income. Share

Statutory ‘

Share ley

i application

Capital Reserve

u/s Capital

Security Debenture

options General

Retained

Equity instrument

redemption .

redemption .

. through

other money

pending

reserve

45 IC

of premium

outstanding

reserve

earnings

aoe

reserve reserve

comprehensive income

allotment RBI

account

Balance at

April 1,

2016

- -

3.68 21.52

209.91 ”

~ 1,955.57

1,745.46 2.83

3,938.97

Profit for

the year

- -

- -

- -

- >

981.41 981.41

Other comprehensive

incorne for

the .

. .

. .

. .

year, net

of income

tax (0.38)

(0.04) (0.42)

Total comprehensive

income for

moe .

. -

. .

. .

981.03 (0.04)

980.99 the

year

Transfer to

Statutory Reserve

& Capital

redemption reserve

on -

- -

- -

- -

- (20.86)

- (20.86)

account of

buyback of

equity shares

Transfer from

Retained Earnings

1.95 -

: -

- -

- -

1.95 Transfer from

Retained

Earnings

on .

. account

of buyback

of equity

shares

18.91 18.91

Premium

on buy

back of

shares(Net

of premium

relating to

own shares

- -

- +

(209.91) -

+ (491.73)

- -

(701.64) held

by trust)

Balance as

at March

31, 2017

-~ -

5.63 40.43

- -

- 1,463.84

2,705.63 2.79

4,218.32

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VARDHMAN TEXTILES LIMITED

Consolidated Statement

of Changes

in Equity

for the

year ended March

31, 2018

(All amounts

in Rs,

crores, unless

otherwise stated)

Profit for

the year

Other comprehensive

income for

the year,

net of

income tax

Total comprehensive income

for the

year Final

Equity Dividend

for the

financial year

2016-17 (Amount

Rs. 15

per share)

Tax on

Dividend

Dividend on

shares held

through trust

Profit on

sates of

shares held

through trust

(Refer note

39)

Employee stock

options accured

upto March

2018 (Refer

note 44)

Transfer

to equity

shares due

to

issue of

employee stock

options (Refer

note 44)

Securities premium

on shares

under Employee

stock options

Transfer to

debenture redemption

reserve on

account of

issue of

debentures

Transfer to

Statutory Reserve

under 45-1C

of RBI

Act

Transfer from

Retained Earnings

Share Application

Money received

pending allotment

under employee

stock options.

Item of

other Total

Reserves and

Surplus comprehensive

ee COME

Statutory .

Share

; application

Capital Reserve

u/s Capital

Security Debenture

options General

Equity instrument

redemption

, redemption

i" through

other money

pending reserve

4S IC

of premium

outstanding reserve

earnings nk

reserve reserve

comprehensive income

allotment RBI

account -

- -

- -

- -

$81.19 -

581.19

- -

- -

- -

- 1,57

- 1,57

- -

- .

- -

“ 582.76

- 582.76

- :

- :

- -

- (84.56)

: (84.56)

- :

- .

- -

- (18.24)

- (18.24)

- -

. -

- -

- 2.19

- 2.19

” -

- -

- -

- 180.77

- 180.77

. -

- -

. 12.07

- -

- 12.07

(1.50) (1.50)

- -

4.91 -

- -

- -

4.91

- -

- 17.81

- -

(17.81) -

-

(2.05) (2.05)

2.05 2.05

0,55 -

. -

: -

- -

. 0,55

0.55 :

7.68 40.43

4.91 17.81

10.57 1463.84

3,348.69 2.79

4,897.27

Page 71: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

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VARDHMAN TEXTILES LIMITED

Notes to consolidated financial statement for the year ended March 31, 2018

(All amounts in crores, unless otherwise stated)

i

21

2.2

2.3

GENERAL INFORMATION |

Vardhman Textiles Limited (the Company) is a public Company, which was incorporated under the provisions of the Companies Act,

1956 on October 8, 1973 and has its registered office at Chandigarh Road, Ludhiana. The name of the Company at its incorporation was

Mahavir Spinning Mills Limited and subsequently changed to Vardhman Textiles Limited on September 5, 2006. The Company is engaged

in manufacturing of cotton yarn, synthetic yarn and woven fabric. The Company is listed on two stock exchanges i.e. at National Stock

Exchange and at Bombay Stpck Exchange.

The financial statements were approved for issue in accordance with a resolution of the directors on May 12, 2018

SIGNIFICANT ACCOUNTI

APPLICABLITY OF NEW A

Statement of compliance

These financial statements 2

Act ,2013 (‘the Act') (to the

(Indian Accounting Standard

Effective April 1, 2016, the

101 First time adoption of Ir

out from Indian Accounting

Companies (Accounts) Rules,

NG POLICIES, SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS AND

ND REVSIED IND AS

re prepared in accordance with Indian Accounting Standard (Ind AS), and the provisions of the Companies

extent notified) The Ind AS are prescribed under Section 133 of the Act read with Rule3 of the Companies 5) Rules, 2015 and relevant amendment rules issued thereafter.

company has adopted all the Ind AS standards and the adoption was carried out in accordance with Ind AS

dian Accounting Standards, with effect from April 1, 2015 as the transition date. The transition was carried

Principles generally accepted in India as prescribed under Section 133 of the Act, read with Rule 7 of the 2014 (IGAAP), which was the previous GAAP. Amounts for year ended March 31, 2017 and amounts as at March 31, 2017 were audited by previous auditors — S.C. Vasudeva & Co.

Basis of preparation and presentation

The financial statements have been prepared on the historical cost basis except for certain financial instruments that are measured at

fair values at the end of eact reporting period, as explained in the accounting policies below.

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market

participants at the measurement date, regardless of whether that price is directly observabie or estimated using another valuation

technique. In estimating the fair value of an asset or a liability, the Company takes into account the characteristics of the asset or

liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date.

Fair value for measurement?! jand/or disciosure purposes in these financial statements is determined on such a basis, except for share-

based payment transactions that are within the scope of Ind AS 102, leasing transactions that are within the scope of Ind AS 17, and

measurements that have so

Ind AS 36.

In addition, for financial rep¢

the inputs to the fair value n

me similarities to fair value but are not fair value, such as net realisable value in Ind AS 2 or value in use in

rting purposes, fair value measurements are categorised into Level 1, 2, or 3 based on the degree to which

neasurements are observable and the significance of the inputs to the fair value measurement in its entirety,

which are described as follows:

* Level 1 inputs are quoted

measurement date;

« Level 2 inputs are inputs,

or indirectly; and

prices (unadjusted) in active markets for identical assets or labillties that the entity can access at the

other than quoted prices included within Level 1, that are observable for the asset or liability, either directly

¢ Level 3 inputs are unobservabie inputs for the asset or liability.

Basis of consolidation

The consolidated financial s tatements incorporate the financial statements of the Company and entities controlled by the Company.

Control is achieved when the Company:

* has power over the investee;

«is exposed, or has rights, to variable returns from its involvement with the investee; and

* has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or

more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights

are sufficient to give it the p

facts and circumstances in a

* the size of the Company's }

* potential voting rights held,

« rights arising from other co

* any additional facts and ci

[actica ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant

ssessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

by the Company, other vote holders or other parties;

ntractual arrangements: and

‘ rcumstances that indicate that the Company has, or does not have, the current ability to direct the relevant

activities at the time that decisi

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= Chartered Accountants Deloitte 7" Floor, Building 10, Tower B

= DLF Cyber City Complex

Haskins & Sells LLP DLF city Phase Gurugram - 122 002 Haryana, india

Tel: +91 124 679 2000 Fax: +91 124 679 2012

INDEPENDENT AUDITOR’S REPORT

To The Members of Vardhman Textiles Limited Report on the Audit of the Standalone Financial Statements

Opinion

We have audited the accompanying standalone financial statements of Vardhman Textiles Limited (“the Company”), which comprise the Balance Sheet as at March 31, 2019, and the Statement of Profit and Loss (including Other Comprehensive Income), the Cash Flow Statement and the Statement of Changes in Equity for the year then ended, and a summary of significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements give the information required by the Companies Act, 2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS”) and other accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2019, and its profit, total comprehensive income, its cash flows and the changes in equity for the year ended on that date.

Basis for Opinion

We conducted our audit of the standalone financial statements in accordance with the Standards on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those Standards are further described in the Auditor’s Responsibility for the Audit of the Standalone Financial Statements section of our report. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together with the ethical requirements that are relevant to our audit of the standalone financial statements under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the standalone financial statements of the current period. These matters were addressed in the context of our audit of the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. We have determined the matters described below to be the key audit matters to be communicated in our report.

@ Ny Regd. Office: Indiabulls Finance Centre, Tower 3, 27” - 32” Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai - 400 013, Maharashtra, India. (LLP identification No. AAB-8737)

j oO

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i

Deloitte Haskins & Sells LLP

Key Audit Matter Auditor’s Response

Uncertain income-tax positions ~ Refer to | Principal audit procedure: Notes 2.14, 2.17.1.4, 38 and 39 to the standalone financial statements Our audit approach was combination of test of

controls and substantive procedures which The Company has material uncertain income- | included the following: tax positions including matters under dispute which involves significant judgement toj|e Evaluated the Company’s processes and

determine the possible outcome of these controls over litigations operated by

disputes. For the current year ended March Management through regular meetings with 31, 2019, we believe there is a higher risk the Chief Financial Officer and Head - Direct relating to ongoing income-tax litigation Taxation and review of Board and audit matters amounting to Rs. 273.39 crores. The amounts involved are significant and the

application of accounting standard to . . wad . determine the amount, if any, to be provided | ° Performed testing of design and it’s operating

as a liability or disclosed as a contingent effectiveness of the control established by the

liability, is inherently subjective. This includes Management on the review of litigation and assumptions relating to the likelihood and/or contingent liabilities. timing of cash outflows from the business and the pending decision of Appropriate Authority. | e Involved our internal direct tax specialists to

challenge the management’s underlying

committee meeting minutes.

Due to the level of significant judgment assumptions in estimating the tax provision involved, the above matter has been identified and the possible outcome of the disputes. Our as a key audit matter. internal direct tax specialists also considered

the legal precedence and. other rulings in

evaluating management's position on these

uncertain income-tax positions.

Information Other than the Financial Statements and Auditor's Report Thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Business Responsibility Report, Director’s Report including annexures to the Director’s Report and Corporate Governance Report, but does not include the standalone financial statements and our auditor’s report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Management's Responsibility for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act

with respect to the preparation of these standalone financial statements that give a true and

fair view of the financial position, financial performance including other comprehensive income, cash

flows and changes in equity of the Company in accordance with the Ind AS and other accounting

principles generally accepted in India. This responsibility also includes 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 frauds and other irregularities; selection and

application of appropriate accounting policies; making judgments and estimates that are

reasonable and prudent; and design, implementation and maintenance of adequate internal financial

controls, that were operating effectively for ensuring the accuracy and completeness of the

accounting records, relevant to the preparation and presentation of the standalone financial

statement that give a true and fair view and are free from material misstatement, whether due to

ia neon or arror

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Deloitte Haskins & Sells LLP

In preparing the standalone financial statements, management is responsible for assessing the

Company's ability to continue as a going concern, disclosing, as applicable, matters related to going

concern and using the going concern basis of accounting unless management either intends to

liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting

process.

Auditor’s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial

statements as a whole are free from material misstatement, whether due to fraud or error, and to

issue an auditor's report that includes our opinion. Reasonable assurance is a high level of

assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect

a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to

influence the economic decisions of users taken on the basis of these standalone financial

statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain

professional skepticism throughout the audit. We also:

« Identify and assess the risks of material misstatement of the standalone financial statements,

whether due to fraud or error, design and perform audit procedures responsive to those risks,

and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.

The risk of not detecting a material misstatement resulting from fraud is higher than for one

resulting from error, as fraud may involve collusion, forgery, intentional omissions,

misrepresentations, or the override of internal control.

* Obtain an understanding of internal financial control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we

are also responsible for expressing our opinion on whether the Company has adequate internal

financial controls system in place and the operating effectiveness of such controls.

* Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the management.

* Conclude on the appropriateness of management's use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to

events or conditions that may cast significant doubt on the Company’s ability to continue as a

going concern. If we conclude that a material uncertainty exists, we are required to draw

attention in our auditor’s report to the related disclosures in the standalone financial statements

or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the

audit evidence obtained up to the date of our auditor’s report. However, future events or

conditions may cause the Company to cease to continue as a going concern,

* Evaluate the overall presentation, structure and content of the standalone financial statements,

including the disclosures, and whether the standalone financial statements represent the

underlying transactions and events in a manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that,

individually or in aggregate, makes it probable that the economic decisions of a reasonably

knowledgeable user of the standalone financial statements may be influenced. We consider

quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in

evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in

the standalone financial statements.

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Deloitte Haskins & Sells LLP

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with

relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence, and

where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the standalone financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit, we report to the extent applicable that:

a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit.

b) In our opinion, proper books of account as required by law have been kept by the Company

so far as it appears from our examination of those books.

c) The Balance Sheet, the Statement of Profit and Loss including Other Comprehensive

Income, the Cash Flow Statement and Statement of Changes in Equity dealt with by this

Report are in agreement with the books of account.

d) In our opinion, the aforesaid standalone financial statements comply with the Ind

AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors as on March 31,

2019 taken on record by the Board of Directors, none of the directors is disqualified as on

March 31, 2019 from being appointed as a director in terms of Section 164(2) of the Act.

f) With respect to the adequacy of the internal financial controls over financial reporting of

the Company and the operating effectiveness of such controls, refer to our separate

Report in “Annexure A”. Our report expresses an unmodified opinion on the adequacy and

operating effectiveness of the Company’s internal financial controls over financial reporting.

g) With respect to the other matters to be included in the Auditor’s Report in accordance with

the requirements of section 197(16) of the Act, as amended,

In our opinion and to the best of our information and according to the explanations given

to us, the remuneration paid by the Company to its directors during the year is in

accordance with the provisions of section 197 of the Act.

h) With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion

and to the best of our information and according to the explanations given to us:

i. The Company has disclosed the impact of pending litigations on its financial position

in its standalone financial statements — Refer to Note 38(a) to the standalone Ind AS

Gy) & financial statements;

OA NOt

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i

Deloitte Haskins & Sells LLP

ii. The Company did not have any long-term contracts including derivative contracts for

which there were any material foreseeable losses - Refer to Note 38 (f) to the

standalone Ind AS financial statements;

ili. There has been no delay in transferring amounts, required to be transferred, to the

Investor Education and Protection Fund by the Company

2. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government in terms of Section 143(11) of the Act, we give in “Annexure B” a statement on the matters specified in paragraphs 3 and 4 of the Order.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm’s Registration No. 117366W/W-100018)

Rajesh Kumar Agarwal

Partner

(Membership No. 105546) GURUGRAM, MAY 9, 2019

——

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Deloitte Haskins & Sells LLP

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT OF VARDHMAN TEXTILES LIMITED (Referred to in paragraph 1(f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub- section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

We have audited the internal financial controls over financial reporting of Vardhman Textiles Limited (“the Company”) as of March 31, 2019 in conjunction with our audit of the standalone Ind AS financial statements of the Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of

Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting of the Company based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the Company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

ede

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Deloitte Haskins & Sells LLP

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial contro! over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, to the best of our information and according to the explanations given to us, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the criteria for internal financial control over financial reporting established by the Company considering the essential components of internal control! stated in the » Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute

of Chartered Accountants of India.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm’s Registration No. 117366W/W-100018)

Rajesh Kumar Agarwal

Partner

(Membership No. 105546)

GURUGRAM, MAY 9, 2019

a

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Deloitte Haskins & Sells LLP

ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT OF VARDHMAN TEXTILES

LIMITED

(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ Section of

our report of even date)

(i)

(ii)

(iii)

(a)

(b)

(c)

The Company has maintained proper records showing full particulars, including

quantitative details and situation of fixed assets.

The Company has a program of verification to cover all the items of fixed assets in a

phased manner which, in our opinion, is reasonable having regard to the size of the

Company and the nature of its assets. Pursuant to the program, certain fixed assets

were physically verified by the management during the year. According to the

information and explanations given to us, no material discrepancies were noticed on

such verification.

According to the information and explanations given to us, the records examined by

us and based on the examination of the registered sale deeds and transfer deeds /

conveyance deeds and the confirmations received by us from “ICICI Bank Limited

and IDBI Bank Limited” (custodians) on behalf of term and consortium lenders for

the credit facility extended to the Company against immovable properties whose title

deeds have been pledged as security for obtaining credit facility and the same are

held in the name of Company.

We report that, the title deeds, comprising all the immovable properties of land and

buildings which are freehold, are held in the name of the Company as at the balance

sheet date, except the following:

Particulars of Land and | Carrying value as at Remarks

building March 31, 2019

(Rs. In Crore)

Freehold land located at 4.37 | Pending registration in

Chandigarh admeasuring the name of Company

1170.56 square meters.

As explained to us, the inventories were physically verified during the year by the

Management at reasonable intervals other than for stock lying with third parties and/or

goods in transit for which confirmation have been obtained/subsequent receipts have been

verified in most of the cases. The discrepancies noticed on physical verification of inventories

as compared to book records were not material and have been properly dealt with in the

books of account.

According to the information and explanations given to us, the Company has granted

unsecured loans to two bodies corporate, covered in the register maintained under Section

189 of the Companies Act, 2013, in respect of which:

b.

The terms and conditions of the grant of such loans are, in our opinion, prima facie, not

prejudicial to the Company’s interest.

The schedule of repayment of principal and payment of interest has been stipulated and

repayments or receipts of principal amounts and interest have been regular as per

stipulations.

oy:

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(iv)

(v)

(vi)

(vii)

c. There is no overdue amount remaining outstanding as at the year-end.

In our opinion and according to the information and explanations given to us, the Company

has complied with the provisions of Sections 185 and 186 of the Act in respect of grant of

loans, making investments and providing guarantees and securities, as applicable.

The Company has not accepted deposits during the year and does not have any unclaimed

deposits as at March 31, 2019 and therefore, the provisions of the clause 3 (v) of the Order

are not applicable to the Company.

We have broadly reviewed the cost records maintained by the Company pursuant to the

Companies (Cost Records and Audit) Rules, 2014, as amended prescribed by the Central

Government under sub-section (1) of Section 148 of the Companies Act, 2013, and are of

the opinion that, prima facie, the prescribed cost records have been made and maintained.

We have, however, not made a detailed examination of the cost records with a view to

determine whether they are accurate or complete.

According to the information and explanations given to us, in respect of statutory dues:

(a) The Company has generally been regular in depositing undisputed statutory dues,

including provident fund, employees’ state insurance, income-tax, customs duty,

goods and services tax, cess and other material statutory dues applicable to it with

the appropriate authorities. According to the information and explanation given to us

and the records of the company examined by — us, in our opinion, the company is

regular in depositing the undisputed statutory dues including provident fund,

employee’s state insurance, income tax, goods and service tax and other material

statutory dues as applicable with the appropriate authorities. Also refer to the note

38 (e) in the financial statement regarding management assessment on certain

matters relating to the provident fund.

(b} There were no undisputed amounts payable in respect of provident fund, employees’

state insurance, income-tax, customs duty, goods and services tax, cess and other

material statutory dues applicable in arrears as at March 31, 2019 for a period of

more than six months from the date they became payable.

(c) Details of dues of excise duty, sales tax, value added tax, service tax and income-tax

which have not been deposited as on March 31, 2019 on account of disputes are given

below and there are no dues of customs duty as on March 31, 2019 on account of

disputes

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Haskins & Sells LLP

Amount

i A Nature Forum where Amount* paid mount

Nature of . . . under unpaid of Dues dispute is Period protest

Statute pending

(Rs. In Crores)

Supreme Court 2005 0.04 - 0.04

Central | cise CESTAT 2009-2013 2.17 - 2.17 Excise Dut Laws y Upto

Commissioner 2001 - 2017 2.74 0.17 2.57

(Appeals)

High Court 2007-2009 1.12 ~ 1.12

Service Service CESTAT 2005-2011 0.08 0.01 0.07

Tax Laws | Tax Upto

Commissioner 2008-2011 0.00 - 0.00

(Appeals)

Upto

Central Commissioner 2009-2010 0.06 - 0.06

Sales Tax (Appeals)

High Court 2006-2007 1.21 - 1.21 Sales Tax A lat

Laws ppelate - Ww State Sales | Board 2006-2007 0.51 0.20 0.31

Tax Upto

Commissioner 2005 - 2006 0.02 - 0.02

(Appeals)

ITAT 2001-2012 141.42 120.21 21.21

coe neome- Upto

tax Laws | tax Commissioner | 2014-2017 59.70 | 59.70 (Appeals)

Be

*Amount as per demand orders including interest and penalty wherever quantified in the

Order.

The following matters, which have been excluded from the above table, have been decided

in favor of the Company but the department has preferred appeals at higher levels. The

details are given below:

Amount

paid Amount Nature Nature of Forum where Amount* oer wai

of Dues dispute is Period p

Statute pending protest

(Rs. In Crores)

ncomentax Income-tax | ITAT 2012-2014 87.65] 18.80 68.85

»

«

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Deloitte Haskins & Sells LLP

(viii)

(ix)

(x)

(xi)

(xii)

(xiii)

(xiv)

(xv)

(xvi)

In our opinion and according to the information and explanations given to us, the Company

has not defaulted in the repayment of loans or borrowings to financial institutions, banks,

government and dues to debenture holders.

In our opinion and according to the information and explanations given to us, the term loans

have been applied by the Company during the year for the purposes for which they were

raised. During the year, the Company has not raised any money by way of initial public

offer/further public offer (including debt instruments).

To the best of our knowledge and according to the information and explanations given to us,

no fraud by the Company and no material fraud on the Company by its officers or employees

has been noticed or reported during the year.

In our opinion and according to the information and explanations given to us, the Company

has paid/provided managerial remuneration in accordance with the requisite approvals

mandated by the provisions of section 197 read with Schedule V to the Companies Act, 2013.

The Company is not a Nidhi Company and hence reporting under clause 3 (xii) of the CARO

2016 is not applicable.

In our opinion and according to the information and explanations given to us, the Company

is in compliance with Section 177 and 188 of the Companies Act, 2013 where applicable, for

all transactions with the related parties and the details of related party transactions have

been disclosed in the standalone financial statements as required by the applicable

accounting standards.

During the year, the Company has not made any preferential allotment or private placement

of shares or fully or partly convertible debentures and hence reporting under clause (xiv) of

CARO 2016 is not applicable to the Company.

In our opinion and according to the information and explanations given to us, during the

year the Company has not entered into any non-cash transactions with its directors or

persons connected with him and hence provisions of Section 192 of the Companies Act, 2013

are not applicable.

The Company is not required to be registered under Section 45-IA of the Reserve Bank of

India Act, 1934 and hence reporting under clause 3 (xvi) of CARO 2016 is not applicable to

the Company.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm’s Registration No. 117366W_/ W-100018)

Rajesh Kdmar Agarwal

(Partner)

(Membership No. 105546)

Place: Gurugram

Date: May 9, 2019

SS

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VARDHMAN TEXTILES LIMITED

Balance Sheet as at March 31, 2019 (All amounts in crores, unless otherwise stated)

Particulars

ASSETS

Non-current assets

(a) Property, plant and equipment

(b) Capital work-in-progress

({c) Intangible assets

(d) Financial assets

(i) Investments

(il) Loans

(iii) Others financial assets

(e) Other non-current assets

Total Non-current assets

Current assets

(a) Inventories

(b) Financial assets

(i) Investments

(ii) Trade receivables

(ili) Cash and cash equivalents

(iv) Bank balances other than above

(v) Loans

(vi) Other financial assets {c) Current tax assets(net)

(d) Other current assets

Total Current assets

TOTAL ASSETS

Equity and Liabilities

Equity

(a) Equity share capital

(b) Other equity

Total Equity

Liabilities

Non-current liabilities

(a) Financial liabilities

(i) Borrowings

(1) Other financial liabilities (b) Provisions

(c) Deferred tax liabilities (Net)

(d) Other non-current liabilities

Total Non-current liabilities

Current liabilities

(a) Financial liabilities

G) Borrowings

(ii) Trade payables

(a) total outstanding dues of micro

enterprises and smail enterprises

(b) total outstanding dues of

creditors other than micro

enterprises and smail enterprises

(iii) Other financiai liabilities (D) Provisions

(c) Current tax fiabilities (net)

(d) Other current liabilities

Total Current liabilities

TOTAL EQUITY AND LIABILITIES

See accompanying notes to the standalone financial statements

in terms of our report attached

For Deigitte Haskins & Sells LLP

te fas countants Partner

Place : Gurugram

Date: May 09,2019

As at March 31, As at March 31,

Note No. 2019 2018

3A 3,057.24 2,503.04 3A 273.63 105.08 38 1.60 3.73

4 749.57 787.96 5 0.72 0.59 6 8.98 8.97 7 85.00 85.26 4,476.74 3,494.63

8 2,442.13 2,116.51

9 337.56 804.04 10 762.82 727,32 re 37.43 65.20 4A 3.43 3.11 12 34.59 45.21 13 58.39 23.99 14 100.10 99.07 15 415.93 316.88

4,192.38 4,201.33

8,369.12 7,695.96

16 57.48 57.43 17 5,181.62 4,574.53

5,239.10 4,631.97

18 1,071.35 1,195.55 19 4.48 0.65 20 10.86 7.04 21 297.47 235.60 22 20.40 22.18

1,404.56 1,461.02

23 868.68 805.51 24 4.08 -

236.28 246.93

25 535.63 421.20 27 2.79 4.82 14 6.55 9.45 26 71.45 115,07 1,725.46 1,602.98

8,369.12 7,695.96

1-48

L Lepr fd Thapar sSijey Gu Raj

Vice Chairman and

Joint Managing

Director

DIN:00746471

Company Secretary Chief Financial Membership No:-4935 Officer

Place : Ludhiana

Date: May 09,2019

For and on behalf of the Board of Directors

S.P. Oswalt

Chairman and

Managing Director

DIN: 00121737

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VARDHMAN TEXTILES LIMITED

Statement of profit and loss for year ended March 31, 2019

(All amounts in crores, unless otherwise stated)

Particulars Note For the year ended = For the year ended

No. March 31, 2019 March 31, 2018

I Revenue from operations 28 6,414.58 5,851.37

It Other income 29 218.20 185.06

mt Total Income (1+IT) 6,632.78 6,036.43

Iv Expenses :

Cost of materials consumed 30 3,264.50 3,180.52

Purchases of stock-in-trade 31 50.08 33.63 Changes in inventories of finished 32

goods,work-in-progress and 1.73 (48.01)

stock-in-trade

Employee benefits expense 33 519.86 479.63

Finance costs 34 117.84 114.32

Depreciation and amortization 3A & 3B 241.48 228.55

Other expenses 35 1,446.89 1,347.04

Total Expenses 5,642.38 5,335.68

Vv Profit before tax (III-IV) 990.40 700.75

VI Tax expense: 36

Current tax 242.91 147.58

Deferred tax 51.61 7.41

VII Profit for the year (V-VI) 695.88 545.76

VIIZ Other Comprehensive Income 17

A Items that will not be reclassified to profit or loss

(a) (i) Remeasurements of the defined benefits plans 0.17 2.51

(ii) Income tax relating to items that will not be reclassified (0.06) (0.87) to profit or loss

(b) (i) Equity instruments through other comprehensive income 0.13 0.09

(ii) Income tax relating to items that will not be reclassified (0.05) (0.03) to profit or loss

IX Total other comprehensive 0.19 1.70 income

x Total comprehensive income for the year (VII+IX) 696.07 547.46

Earnings per equity share (amount in Rs.) 42

(1) Basic 121.13 96.41

(2) Diluted 119.97 95.45

See accompanying notes to the standalone financial statements

In terms of our report attached For and on behalf of the Board of Directors

For Deloitte Haskins & Sells LLP

Chartered Accountants ee

S.P. Oswal Ney ty Rajeev Thapar

uchita” ain CSL Partner Company Secretary Chief Financial

Membership No:-4935 = Officer

Rajesh*Kumar Agarwal

Chairman and Managing Director

Vice Chairman and

Joint Managing

Director

DIN:00746471 DIN: 00121737

Place : Ludhiana

Date: May 09,2019

Place : Gurugram

Date: May 09,2019

7) We

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VARDHMAN TEXTILES LIMITED

CASH FLOW STATEMENT

for the year ended March 31, 2019

(All amounts in Rs. Crores, unless otherwise stated)

Year ended Year ended Particulars March 31, 2019

CASH FLOW FROM OPERATING ACTIVITIES

March 31, 2018

Profit before tax 990.40 700.75 Adjustments for:

Finance costs 107.81 103.81 Fair valuation gain on investment (46.56) (78.08)

Capital Subsidy (2.36) (1.79)

Amortisation of Prepaid Leases 0.08 0.08

Interest income (11.66) (17.76) Dividend on investments (40.91) (19.98)

Net gain on sale / discarding of property, plant and equipment (17.42) (4.69) (Profit)/Loss on sale of Investments (Net) (23,23) (20.26) Provision no longer required written back (net) (19.31) (8.02) Amortisation of processing charges 0.38 0.64 Assets written off 0.49 3.32 Bad debt written off 0.73 0.45 Depreciation and amortisation 241.48 228.55

Share options outstanding account 6.32 10.57

Changes in working capital:

Adjustments for (increase) / decrease in operating assets _:-

Trade receivables (41.77) (9.88) Inventories (325.63) (527.50) Loans (Current) 10.62 (8.65) Loans (Non-current) (0.13) 0.02 Other assets (Current) (99.04) (56.07) Others financial assets (Current) (34.13) (5.56) Others financial assets (Non Current) 0.11 9.10 Other assets (Non-current) (2.15) (7.11)

Adjustments for increase / (decrease) in operating liabilities :-

Trade payables 12.75 26.80 Provisions (Non Current) 3.82 (1.86) Provisions (Current) (2.03) 0.54 Others financial liabilities (Current) 11.95 (2.40) Others financial liabilities (Non-Current) 3.83 0.16 Other liabilities (Non-current) 0.09 (1.13) Other liabilities (Current) (41.19) (31.07)

Cash generated from operations 683.34 282.98

Income taxes paid (236.69) (192.93) Net cash generated by operating activities 446.65 90.05

CASH FLOW FROM INVESTING ACTIVITIES

Purchase of investments (103.24) (879.24) Proceeds from sale Investments 677.83 1,028.38 Interest received 11.27 25.02

Payment for purchase of property, plant and equipment,

capital work in progress and other intangible assets (877.83) (363.10)

Bank balances not considered as cash and cash (0.32) (0.86) eauivalents

Proceeds from disposal of property, plant and equipment 24.46 9.68 Dividend on subsidiaries, associates and other investments 40.91 19.98

Net cash used in investing activities (226.92) (160.14)

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VARDHMAN TEXTILES LIMITED

CASH FLOW STATEMENT

for the year ended March 31, 2019

(All amounts in Rs. Crores, unless otherwise stated)

Particulars Year ended March 31, 2019

CASH FLOW FROM FINANCING ACTIVITIES*

Proceeds from equity share capital/share application

Proceeds from issue of treasury shares

Proceeds from borrowings (non-current)

Repayment of borrowings (non-current)

Repayment of borrowings (current) (net)

Proceeds from borrowings (current) (net)

Corporate dividend tax paid

Dividends on equity share capital paid

Capital Subsidy received

Finance costs paid

Net cash used in financing activities

Net increase / (decrease) in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year

* There are no non cash changes arising from financing activities

See accompanying notes to the standalone financial

statements

In terms of our report attached

For Deloitte Haskins & Selis LLP

Chartered Accountants

a

¢

Rajesh"Kumak Agarwal

Partner

Place : Gurugram

Date: May 09,2019

4.78

173.00

(280.51)

63.17 (13.32)

(85.77) 0.47

109.31 (247.49)

27.76

65.20

37.44

Year ended March 31, 2018

5.55

182.23

715.80

(382.00)

(249.55)

(15.79) (83.03)

4.45 (80.59) 97.07

26.98

38.22

65.20

For and on behalf of the Board of Directors

uchitaigain

Joint Managing

Director

DIN: 00746471

)

Rajeev Thapar

Chief Financial Officer

Place : Ludhiana

Date: May 09,2019

y~ S.P. Oswal Chairman and

Managing Director

DIN: 00121737

mews

Company Secretary

Membership No:-4935

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VARDHMAN TEXTILES LIMITED

Statement

of Changes

in Equity

for the

year ended March

31, 2019

(All amounts

in crores,

unless otherwise

stated)

a. Equity share

capital

Amount

Balance

as at

April 1,

2017

55.93

Sale of

own shares

held through

trust (Refer

note 40)

1.46

Issue of

equity shares

under employee

stock option

plan (Refer

note 45)

0.04 Balance

as at

March

31, 2018

57.43

Balance

as at

April 1,

2018

57.43

: :

0.05 Issue

of equity

shares under

employee

stock option

plan (Refer

note 45)

Balance

as at

March

31, 2019

57.48

b. Other equity

Item of

other Total

Share

Reserves and

Surplus

comprehensive

application

income

money

: Share

Equity instrument

pending Capital

rele

a Security

eeeetre

options General

a otained earninas

through other

allotment reserve

p premium

p outstanding

reserve 9

comprehensive reserve

reserve :

account income

Balance

as at

April 1,

2017

1.24 6.26

- -

- 1,373.60

2,547.77

1.05 3,929.92

Profit for

the year

- -

- -

- -

” 545.76

- 545.76

Other comprehensive income

for the

. .

. _

. .

. 1.64

0.06 1.70

year, net

of income

tax

Total comprehensive income

for .

~ -

- .

- -

547.40

0.06 547.46

the year

Final Equity

Dividend for

the financial

year 2016-17 (Amount

Rs. -

- -

- -

- “=

(86.09) -

(86.09) 15

per share)

Tax on

Dividend -

- -

- -

- -

(15.79) -

(15.79)

Pw.

Page 89: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

VARDHMAN TEXTILES LIMITED

Statement

of Changes

in Equity

for the

year ended March

31, 2019

(All amounts

in crores,

unless otherwise

stated)

Dividend on

shares held

through trust

Profit on

sales of

shares held

through trust

(Refer note

40)

Employee

stock options

accrued upto

March 2018

(Refer note

45)

Transfer to

equity shares

due to

issue of

employee

stock options

(Refer note

45)

Securities premium

on shares

under Employee

stock options

Transfer to

debenture redemption

reserve on

account of

issue of

debentures

Share Application

Money

received pending

allotment under

employee

stock options.

Balance

as at

March

31, 2018

Profit for

the year

Other comprehensive

income for

the year,

net of

income tax

Total comprehensive

income

for the

year

Final Equity

Dividend for

the financial

year 2017-18

(Amount

Rs. 15

per share)

Tax on

Dividend

Item of

other Total

Reserves and

Surplus

comprehensive

application

income

money

; Share

Equity instrument

pending Capital

Capital Security

Debenture options

General ;

. through

other allotment

redemption

. redemption

: Retained

earnings .

reserve premium

outstanding reserve

comprehensive

reserve reserve

: account

income

- -

- -

- -

- 2.19

- 2.19

- -

- -

- -

- 180.81

- 180.81

- -

- -

- 12.07

- -

- 12.07

- -

- -

- (1.50)

- -

- (1.50)

- -

- 4.91

- -

- -

- 4.91

- -

- -

17.81 -

- (17,81)

- -

0.55

- -

- -

- -

- -

0.55

0.55 1.24

6.26 4.91

17.81 10.57

= 1,373.60

3,158.48

1.11 4,574.53

- -

- -

- -

- 695.88

- 695.88

- -

- -

- -

- 0.11

0.08 0.19

- -

- -

- -

- 695.99

0.08 696.07

- -

- -

- -

- (86.17)

- (86.17)

- -

- -

- -

- (13.32)

- (13.32)

Page 90: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

VARDHMAN TEXTILES LIMITED

Statement

of Changes

in Equity

for the

year ended March

31, 2019

(All amounts

in crores,

unless otherwise stated)

Item of

other Total

Share

Reserves and

Surplus

comprehensive

application

income

money

” Share

Equity instrument

pending Capital

woes

* Security

reer

options General

a atained

i through

other allotment

reserve TSCEMPHION

nium

Tedemption outstanding

reserve Stained

earnings comprehensive

reserve reserve

i account

income Employee

stock options

accrued during

the year

(Refer note

45) -

- -

- -

6.32

- .

. 6.32

Transfer to

equity shares

due to

issue of

employee

stock options

(3.64) -

- ~

- (1.66)

-

- -

(5.30) (Refer

note 45)

Securities premium

on shares

under Employee

stock options

. ~

. 5.27

~ .

* -

- 5.27

Transfer to

debenture

redemption

reserve on

account of

issue of

- -

- -

31.87 -

- (31.87)

- -

debentures

Share Application

Money

received under

employee

stock options.

4.22 -

- -

- -

- -

- 4.22

Balance

as at

March

31, 2019

1.13 1.24

6.26 10.18

49.68

15.23

1,373.60

3,723.11

1.19 5,181.62

In terms

of our

report attached

For Deloitte

Haskins

& Sells

LLP For

and on

behalf of

the Board

of Directors

Chartered Accountants

XN ,

\ CS

mali we

Rajesh Kumar Agarwal

Sanj Rajeev Thapar

Suchita

Jain S.P.

Oswal

Company

Secretary Chief

Financial Officer

Vice Chairman

and Chairman

and Partner

Membership No:-4935

Joint Managing

Managing

Director

DIN:00746471

DIN: 00121737

Place : Gurugram

Place : Ludhiana

Date: May

09,2019

Date: May

09,2019

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4 Chartered Accountants

Deloitte 7" Floor, Building 10, Tower B DLF Cyber City Complex

Haskins & Sells LLP DLE City Phase Gurugram - 122 002

, : Haryana, India

Tel: +91 124 679 2000 Fax: +91 124 679 2012

INDEPENDENT AUDITOR'S REPORT

To The Members of Vardhman Textiles Limited Report on the Audit of the Consolidated Financial Statements

Opinion

We have audited the accompanying consolidated financial statements of Vardhman Textiles Limited

(“the Parent”) and its subsidiaries, (the Parent and its subsidiaries together referred to as “the

Group”) which includes the Group’s share of profit in its associates and joint venture, which

comprise the Consolidated Balance Sheet as at March 31, 2019, and the Consolidated Statement

of Profit and Loss (including Other Comprehensive Income), the Consolidated Cash Flow Statement

and the Consolidated Statement of Changes in Equity for the year then ended, and a summary of

significant accounting policies and other explanatory information.

In our opinion and to the best of our information and according to the explanations given to us,

and based on the consideration of reports of the other auditors on separate financial statements of

the subsidiaries, associates and joint venture referred to in the Other Matters section below, the

aforesaid consolidated financial statements give the information required by the Companies Act,

2013 (“the Act”) in the manner so required and give a true and fair view in conformity with the

Indian Accounting Standards prescribed under section 133 of the Act read with the Companies

(indian Accounting Standards) Rules, 2015, as amended (‘Ind AS’), and other accounting principles

generally accepted in India, of the consolidated state of affairs of the Group as at March 31, 2019,

and their consolidated profit, their consolidated total comprehensive income, their consolidated

cash flows and their consolidated changes in equity for the year ended on that date..

Basis for Opinion

We conducted our audit of the consolidated financial statements in accordance with the Standards

on Auditing specified under section 143(10) of the Act (SAs). Our responsibilities under those

Standards are further described in the Auditor’s Responsibility for the Audit of the Consolidated

Financial Statements section of our report. We are independent of the Group in accordance with

the Code of Ethics issued by the Institute of Chartered Accountants of India (ICAI) together

with the ethical requirements that are relevant to our audit of the consolidated financial statements

under the provisions of the Act and the Rules made thereunder, and we have fulfilled our other

ethical responsibilities in accordance with these requirements and the ICAI’s Code of Ethics. We

believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors

in terms of their reports referred to in the Other Matters section below, is sufficient and

appropriate to provide a basis for our audit opinion on the consolidated financial statements.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in

our audit of the consolidated financial statements of the current period. These matters were

addressed in the context of our audit of the consolidated financial statements as a whole, and in

forming our opinion thereon, and we do not provide a separate opinion on these matters. We have

determined the matters described below to be the key audit matters to be communicated in our

report.

x

Regd. Office: Indiabulls Finance Centre, Tower 3, 27" - 32” Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai - 400 013, Maharashtra, India.

(LLP Identification No. AAB-8737)

oe > ay «

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|

Deloitte Haskins & Sells LLP

Key Audit Matter Auditor's Response Uncertain income-tax positions ~ Refer to Principal audit procedure: Notes 2.18, 2.22.7 and 38 to the consolidated financial statements Our audit approach was combination of test of

controls and substantive procedures which The Parent has material uncertain income-tax included the following: positions including matters under dispute which involves — significant judgement toje Evaluated the Parent's processes and controls determine the possible outcome of these over litigations operated by Management disputes. For the current year ended March through regular meetings with the Chief 31, 2019, we believe there is a higher risk Financial Officer and Head - Direct Taxation relating to ongoing income-tax litigation and review of Board and audit committee matters amounting to Rs. 274.43 crores. The amounts involved are significant and the application of accounting standard to . . ips . determine the amount, if any, to be provided | ° Performed testing of design and it’s operating as a liability or disclosed as a contingent effectiveness of the control established by the liability, is inherently subjective. This includes Management on the review of litigation and assumptions relating to the likelihood and/or contingent liabilities. timing of cash outflows from the business and the pending decision of Appropriate Authority. | « Involved our internal direct tax specialists to

challenge the management's underlying

meeting minutes.

Due to the level of significant judgment assumptions in estimating the tax provision involved, the above matter has been identified and the possible outcome of the disputes. Our as a key audit matter. internal direct tax specialists also considered the legal precedence and other rulings in evaluating management’s position on these uncertain income-tax positions.

Information Other than the Financial Statements and Auditor’s Report Thereon

The Parent’s Board of Directors is responsible for the other information. The other information comprises the information included in the Management Discussion and Analysis, Business Responsibility Report, Director’s Report including annexures to the Director's Report and Corporate Governance Report, but does not include the consolidated financial statements, standalone financial statements and our auditor’s report thereon.

Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit: of the consolidated financial statements, our responsibility is to read the other information, compare with the financial statements of the subsidiaries, associates and joint venture audited by the other auditors, to the extent it relates to these entities and, in doing so, place reliance on the work of the other auditors and consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained during the course of our audit or otherwise appears to be materially misstated. Other information so far as it relates to the subsidiaries, associates and joint venture, is traced from their financial statements audited by the other auditors.

If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

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Management's Responsibility for the Consolidated Financial Statements

The Parent’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to the preparation of these consolidated financial statements that give a true and fair view of the consolidated financial position, consolidated financial performance including other comprehensive income, consolidated cash flows and consolidated changes in equity of the Group including its associates and joint venture in accordance with the Ind AS and other accounting principles generally accepted in India. The respective Board of Directors of the companies included

_ in the Group and of its associates and joint venture are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group, its associates and its joint venture and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the consolidated financial statements by the Directors of the Parent, as aforesaid.

In preparing the consolidated financial statements, the respective Board of Directors of the companies included in the Group and of its associates and joint venture are responsible for assessing the ability of the Group and of its associates and joint venture to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the management either intends to liquidate or cease operations, or has no realistic alternative but to do so.

The respective Board of Directors of the companies included in the Group and of its associates and joint venture are also responsible for overseeing the financial reporting process of the Group and of its associates and joint venture.

Auditor’s Responsibility for the Audit of the Consolidated Financial Statements

Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

* Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions,

foe misrepresentations, or the override of internal control.

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Deloitte Haskins & Sells LLP

S « Obtain an understanding of internal financial control relevant to the audit in order to design audit

procedures that are appropriate in the circumstances. Under section 143(3)(i) of the Act, we are

also responsible for expressing our opinion on whether the Parent has adequate internal financial

controls system in place and the operating effectiveness of such controls.

+ Evaluate the appropriateness of accounting policies used and the reasonableness of accounting

estimates and related disclosures made by the management.

« Conclude on the appropriateness of management's use of the going concern basis of accounting

and, based on the audit evidence obtained, whether a material uncertainty exists related to

events or conditions that may cast significant doubt on the ability of the Group and its associates

and joint venture to continue as a going concern. If we conclude that a material uncertainty

exists, we are required to draw attention in our auditor’s report to the related disclosures in the

consolidated financial statements or, if such disclosures are inadequate, to modify our opinion.

Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report.

However, future events or conditions may cause the Group and its associates and joint venture

to cease to continue as a going concern.

« Evaluate the overall presentation, structure and content of the consolidated financial statements,

including the disclosures, and whether the consolidated financial statements represent the

underlying transactions and events in a manner that achieves fair presentation.

¢« Obtain sufficient appropriate audit evidence regarding the financial information or business

activities within the Group and its associates and joint venture to express an opinion on the

consolidated financial statements. We are responsible for the direction, supervision and

performance of the audit of the financial statements of such entities or business activities

included in the consolidated financial statements of which we are the independent auditors. For

the other entities or business activities included in the consolidated financial statements, which

have been audited by the other auditors, such other auditors remain responsible for the

direction, supervision and performance of the audits carried out by them. We remain solely

responsible for our audit opinion.

Materiality is the magnitude of misstatements in the consolidated financial statements that,

individually or in aggregate, makes it probable that the economic decisions of a reasonably

knowledgeable user of the consolidated financial statements may be influenced. We consider

quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in

evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in

the consolidated financial statements.

We communicate with those charged with governance of the Parent, among other matters, the

planned scope and timing of the audit and significant audit findings, including any significant

deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with

relevant ethical requirements regarding independence, and to communicate with them all

relationships and other matters that may reasonably be thought to bear on our independence, and

where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters

that were of most significance in the audit of the consolidated financial statements of the current

period and are therefore the key audit matters. We describe these matters in our auditor’s report

unless law or regulation precludes public disclosure about the matter or when, in extremely rare

circumstances, we determine that a matter should not be communicated in our report because the

adverse consequences of doing so would reasonably be expected to outweigh the public interest

benefits of such communication.

|

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Other Matters

We did not audit the financial statements of four subsidiaries, whose financial statements reflect total

assets of Rs. 724.95 crores as at March 31, 2019, total revenues of Rs. 671.37 crores and net cash

outflows amounting to Rs. 2.76 crores for the year ended on that date, as considered in the

consolidated financial statements. The consolidated financial statements also include the Group’s

share of net profit of Rs. 15.96 crores for the year ended March 31, 2019, as considered in the

consolidated financial statements, in respect of three associates and joint venture, whose financial

statements/information have not been audited by us. These financial statements/information have

been audited by other auditors whose reports have been furnished to us by the Management and our

opinion on the consolidated financial statements, in so far as it relates to the amounts and

disclosures included in respect of these subsidiaries, associates and joint venture, and our

report in terms of subsection (3) of Section 143 of the Act, in so far as it relates to the aforesaid

subsidiaries, associates and joint venture is based solely on the reports of the other auditors.

Our opinion on the consolidated financial statements above and our report on Other Legal and

Regulatory Requirements below, is not modified in respect of the above matter with respect to

our reliance on the work done and the reports of the other auditors.

Report on Other Legal and Regulatory Requirements

1. As required by Section 143(3) of the Act, based on our audit and on the consideration of the

reports of the other auditors on the separate financial statements of the subsidiaries, associates

and joint venture referred to in the Other Matters section above we report, to the extent

applicable that:

a) We have sought and obtained all the information and explanations which to the best of our

knowledge and belief were necessary for the purposes of our audit of the aforesaid

consolidated financial statements.

b) In our opinion, proper books of account as required by law relating to preparation of the

aforesaid consolidated financial statements have been kept so far as it appears from our

examination of those books and the reports of the other auditors.

c) The Consolidated Balance Sheet, the Consolidated Statement of Profit and Loss including

Other Comprehensive Income, the Consolidated Cash Flow Statement and the Consolidated

Statement of Changes in Equity dealt with by this Report are in agreement with the relevant

books of account maintained for the purpose of preparation of the consolidated financial

statements.

d) In our opinion, the aforesaid consolidated financial statements comply with the Ind

AS specified under Section 133 of the Act.

e) On the basis of the written representations received from the directors of the Parent as on

March 31, 2019 taken on record by the Board of Directors of the Company and the reports

of the statutory auditors of its subsidiary companies, associate companies and joint venture

company incorporated in India, none of the directors of the Group companies, its associate

companies and joint venture company incorporated in India is disqualified as on March 31,

2019 from being appointed as a director in terms of Section 164(2) of the Act.

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Deloitte Haskins & Sells LLP

f)

9)

h)

GURUGRAM, MAY 9, 2019

With respect to the adequacy of the internal financial controls over financial reporting and

the operating effectiveness of such controls, refer to our separate Report in “Annexure

A” which is based on the auditors’ reports of the Parent, subsidiary companies, associate

companies and joint venture company incorporated in India. Our report expresses an

unmodified opinion on the adequacy and operating effectiveness of internal financial

controls over financial reporting of those companies.

With respect to the other matters to be included in the Auditor’s Report in accordance with

the requirements of section 197(16) of the Act, as amended,

In our opinion and to the best of our information and according to the explanations given

to us, the remuneration paid by the Parent to its directors during the year is in accordance

with the provisions of section 197 of the Act.

With respect to the other matters to be included in the Auditor’s Report in accordance with

Rule 11 of the Companies (Audit and Auditors) Rules, 2014, as amended in our opinion and

to the best of our information and according to the explanations given to us:

i) The consolidated financial statements disclose the impact of pending litigations on the consolidated financial position of the Group, its associates and joint venture ~ Refer to Note 38(a) to the consolidated Ind AS financial statements;

ii) The Group, its associates and joint venture did not have any material foreseeable losses on long-term contracts including derivative contracts - Refer to Note 38(f) to the consolidated Ind AS financial statements;

iii) There has been no delay in transferring amounts, required to be transferred, to the Investor Education and Protection Fund by the Parent and its subsidiary companies, associate companies and joint venture company incorporated in India.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm’s Registration No. 11736 W-100018)

Rajesh Kumar Agarwal

Partner

(Membership No. 105546)

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Deloitte Haskins & Sells LLP

ANNEXURE “A” TO THE INDEPENDENT AUDITOR’S REPORT OF VARDHMAN TEXTILES

LIMITED (Referred to in paragraph (f) under ‘Report on Other Legal and Regulatory Requirements’ section of our report of even date)

Report on the Internal Financial Controls Over Financial Reporting under Clause (i) of Sub- section 3 of Section 143 of the Companies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated Ind AS financial statements of the Company as of and for the year ended March 31, 2019, we have audited the internal financial controls over financial reporting of Vardhman Textiles Limited (hereinafter referred to as “Parent”) and its subsidiary companies, its associate companies and joint venture company, which are companies incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective Board of Directors of the Parent, its subsidiary companies and its associate companies and joint venture, which are companies incorporated in India, are responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the respective Companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued

- by the Institute of Chartered Accountants of India (ICAI)”. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to the respective company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditor’s Responsibility

Our responsibility is to express an opinion on the internal financial controls over financial reporting of the Parent, its subsidiary companies, its associate companies and joint venture company, which are companies incorporated in India, based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the “Guidance Note”) issued by the Institute of Chartered Accountants of India and the Standards on Auditing, prescribed under Section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if

such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and other auditors of the subsidiary companies, associate companies and joint venture company, which are companies incorporated in India, in terms of their reports referred to in the Other Matters paragraph below, is sufficient and appropriate to provide a basis for our audit opinion on the internal financial controls system over financial reporting of the Parent, its subsidiary companies, its associate companies and joint venture company, which are companies incorporated in India.

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Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets that could have a material

effect on the financial statements. ,

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion to the best of our information and according to the explanations given to us and based on the consideration of the other auditors referred to in the Other Matters paragraph below, the Parent, its subsidiary companies, its associate companies and joint venture company, which are companies incorporated in India, have, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2019, based on the criteria for internal financial control over financial reporting established by the respective companies considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Other Matters

Our aforesaid report under Section 143(3)(i) of the Act on the adequacy and operating effectiveness . of the internal financial controls over financial reporting insofar as it relates to four subsidiary companies, three associate companies and joint venture company, which are companies incorporated in India, is based solely on the corresponding reports of the auditors of such companies

incorporated in India.

Our opinion is not modified in respect of the above matter.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm’s Registration No. 117366W/W-100018)

Rajesh Kiimah Agarwal

Partner

(Membership No. 105546)

GURUGRAM, MAY 9, 2019

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\-

VARDHMAN TEXTILES LIMITED

Consolidated Balance Sheet as at March 31, 2019 (All amounts in Rs. crores, unless otherwise stated)

Particulars

ASSETS

Non-current assets

{a) Property, plant and equipment

(b) Capital work-in-progress

(c) Other intangible assets

(d) Goodwill (e) Financial assets

{i) Investment in associates and joint venture

(ii) Investments (iii) Loans

{iv} Others financial assets

(f} Other non-current assets

Total Non-current assets

Current assets

(a) Inventories

(b) Financial assets

(i) Investments

(i)Trade receivables

(iit) Cash and cash equivalents

{iv) Bank balances other than above

(v) Loans

(vi) Other financial assets

(c) Current tax assets(net)

(d) Other current assets

Total Current assets

TOTAL ASSETS

Equity and Liabilities

Equity

(a) Equity share capitai

(b) Other equity

Equity attributable to the owners of the Company

(c) Non-controlling interests

Total Equity

Liabilities

Non-current liabilities

(a) Financial liabilities

(i) Borrowings

(ii) Other financial liabilities

(b) Provisions (c) Deferred tax liabilities (Net)

(d) Other non-current liabilities

Total Non-current liabilities

Current liabilities

(a) Financial liabilities

(i) Borrowings

Gi) Trade payables

{a} total outstanding dues of micro

anterprises and small enterprise

(b) total outstanding dues of creditors other than micro enterprises and small

enterprises

(iii) Other financial liabilities

(b) Provisions

(c) Current tax liabilities (net)

(d) Other current liabilities

Total Current liabilities

TOTAL EQUITY AND LIABILITIES

See accompanying notes to the consolidated financial statements

In terms of our report attached

For Deloitte Haskins & Selis LLP

Charte; Accountants

Rajesh Kuma? Agarwal

Partner

Place : Gurugram

Date: May 2019

Note No.

3A

3A

3B

16

17

18

19

20

22

23 24

25

26 14

27

1-49

\ Sanjay Gupta

Company Secretary Membership No:-4935

Place ; Ludhiana

Date:May 09, 2019

As at March 31, 2019 As at March 31, 2018

3,186.24 2,614.59

273.68 105.71

2.35 3.81

12,50 12,50

107.84 106,00

645.52 748,58

0.73 0.59

9.39 9.40

96.98 97.31 4,335.23 3,698.49

2,610.25 2,256.64

592.37 979.09

803.08 757.53

40.05 70.38

3.80 3.38

17.69 29,80

68.90 18.35

102.25 78.41

442.60 352.02

4,680.99 4,545.60

9,016.22 8,244.09

56,48 56.43

5,535.00 4,897.27

5,591.48 4,953.70

113.07 108.78 5,704.55 5,062.48

1,088.79 1,209.77

4.48 0.65

12.36 7.69

323.31 255.62

20.67 22.18 1,449.61 1,495.91

886.42 821,19

4.38 -

311,19 290.60

550.15 438.52

2.95 8.47

30.66 10.93

76,31 118.99 1,862.06 1,685.70

9,016.22 8,244.09

For and on behalf of the Board of Directors

ly rb Rajeev Thapar

Vice Chairman and Joint Managing Director

DIN:00746471

Chief Financial

Officer

*

ir bf S.P, Oswal

Chairman and Managing

Director

DIN: 00121737

Page 100: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

VARDHMAN TEXTILES LIMITED

Consolidated Statement of profit and loss for the year ended March 31, 2019

(All amounts in Rs. crores, unless otherwise stated)

. Note For the year ended For the year ended

Particulars No. March 31, 2019 March 31, 2018

I Revenue from operations 28 6,877.92 6,248.27

II Other income 29 222.72 197.35 III Total Income (1+11) 7,100.64 6,445.62

IV Expenses:

Cost of materials consumed 30 3,573.75 3,438.28 Purchases of stock-in-trade 31 12.92 4.15 Changes in inventories of finished 32 9.06 (37.87)

goods, work-in-progress and stock-in

-trade

Employee benefits expense 33 550.23 506.26

Finance costs 34 119.65 118.19

Depreciation and amortization 3A & 3B 254.02 240.00

Other expenses 35 1,538.20 1,434.49

Total Expenses 6,057.83 5,703.50

V Profit before tax (III-IV) 1,042.81 742.12

VI Share of profit of associates/ joint ventures 15.93 17.51

VII Profit before tax (V+VI) 1,058.74 759.63

VIII Tax expense: 36

Current tax 264.01 165.01

Deferred tax 54.18 2.18

IX Profit for the year (VII-VIII) 740.55 592.44

X Other Comprehensive Income 17

Items that will not be reclassified to profit or loss

(i) Remeasurements of the defined benefits plans 0.31 2.47

(ii) Incorne tax relating to items that will not be reclassified to profit or loss (0.09) (0.86)

(i) Equity instruments through other comprehensive income (1.17) (0.01)

(ii) Income tax relating to items that will not be reclassified to 0.39 -

profit or loss

Share of other comprehensive income from associates/joint ~ -

venture

XI Total other comprehensive income (0.56) 1.60

XII Total comprehensive income for the year (IX+XI) 739.99 594.04

Profit attributable to:

- Owners of the Company 730.72 581.19

~ Non-controlling interests 9.84 11.25

740.55 592.44 Other Comprehensive Income attributable to:

- Owners of the Company (0.56) 1.57

~ Non-controlling interests 0.00 0.03

(0.56) 1.60 Total Comprehensive Income attributable to:

- Owners of the Company 730.15 582.76

- Non-controlling interests 9.84 11.28

740.00 594.04

Earnings per equity share (amount in Rs.) 41

(1) Basic 129.45 106.56 (2) Diluted 128.19 105.48

See accompanying notes to the consolidated financial

statements 1-49

In terms of our report attached For and on behalf of the Board of Directors

For Deloitte Haskins & Sells LLP

uchita Jain S.P. Oswal

Vice Chairman and Joint Chairman and Managing

Managing Director Director

DIN:00746471 DIN: 00121737

\ L (pur Sanjay Gupta Rajeev Thapar

Company Secretary Chief Financial

Membership No:-4935 = Officer

Place : Ludhiana .

Date:May 09, 2019 *

Place : Gurugram

oF

Page 101: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

VARDHMAN TEXTILES LIMITED

Consolidated Cash Flow Statement for the year ended March 31, 2019

(All amounts in Rs. Crores, unless otherwise stated)

Particulars

A CASH FLOW FROM OPERATING ACTIVITIES

Profit before tax

Adjustments for:

Share of profit of associates

Finance costs

Fair valuation gain on investment

Subsidy income

Prepayments of Leasehold land

Interest income

Dividend on current investments

Net gain on sale / discarding of property, plant and equipment

(Profit)/Loss on sale of Investments (Net)

Provision no longer required written back(Net)

Amortisation of processing charges

Asset written off

Bad debt written off

Allowances for doubtful trade receivables and advances

Depreciation and amortisation expense

Share options outstanding account

Changes in working capital:

Adjustments for (increase) / decrease in operating assets :-

Trade receivables

Inventories

Loans (Current)

Loans (Non-current)

Other assets (Current)

Other assets (Non-current)

Others financial assets (Current)

Others financial assets (Non Current)

Adjustments for increase / (decrease) in operating liabilities :-

Trade payables and other liabilities

Provisions (Non Current)

Provisions (Current)

Others financial liabilities (Current)

Others financial liabilities (Non-Current)

Other liabilities (Non-current)

Other liabilities (Current)

Cash generated from operations

Income taxes paid

Net cash generated by operating activities

B CASH FLOW FROM INVESTING ACTIVITIES

Purchase of investments

Proceeds from sale of investments

Interest received

Payment for purchase of property, plant and

equipment, capital work in progress and other

intangible assets

Bank balances not considered as cash and cash equivalents

Proceeds from disposal of property, plant and equipment

Dividend on associates, other investments

Net cash used in investing activities

Year ended March 31, 2019

1,058.74

(15.93) 108.77 (60.75) (2.43)

0.24 (11.18) (16.47) (17.49) (29.32) (20.90)

0.38 0.52

1.14

(0.29)

254.02

6.32

(46.40) (353.61)

12.11 (0.14)

(90.59) (2.21)

(51.22) 0.13

45.87 4.67

5.47

19.08

3.83 0.10

(46.20)

756.26

(257.28)

498.98

(334.55) 911.77 12.66

(908.18)

(0.42)

24.74 16.47

(277.51)

Year ended March 31, 2018

759.63

(17.51) 106.86 (86.84) (1.83)

0.24 (19.01) (7.29) (4.81)

(34.96) (8.38)

0.64 3.39

0.46

240.00 10.57

(24.49) (503.84)

(0.09) 0.02

(56.37) (5.38)

0.57 0.81

3.09 (2.00)

0.82 (5.74)

0.16 (1.13)

(32.18)

315.41

(212.09) 103.32

(1,068.02) 1,224.47

26.39

(366.73)

(1.02)

10.31

7.29

(167.31)

Page 102: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

VARDHMAN TEXTILES LIMITED

Consolidated Cash Flow Statement for the year ended March 31, 2019

(All amounts in Rs. Crores, unless otherwise stated)

Particulars

C CASH FLOW FROM FINANCING ACTIVITIES

Proceeds/ (Repayment) from Equity Share capital

Proceeds from issue of treasury shares

Proceeds from borrowings (non-current)

Repayment from borrowings (non-current)

Repayment of borrowings (current)

Proceeds from borrowings (current) (net)

Corporate dividend tax paid

Dividends on equity share capital paid

Capital Subsidy received

Finance costs paid

Net cash generated / (used) in financing activities

Net increase / (decrease) in cash and cash equivalents

Cash and cash equivalents at the beginning of the year

Cash and cash equivalents at the end of the year

* There are no non cash changes arising from financing activities

See accompanying notes to the consolidated financial statements

In terms of our report attached

For Deloitte Haskins & Sells LLP

Chartered Accountants

Rajesh Kumar Agarwal

Partner

Piace : Gurugram

Date:May 09, 2019

Year ended March 31, 2019

4.79

173.00

(282.43)

65.23 (18.67)

(84.16) 0.71

(110.26) (251.79)

30.32

70.37

40.05

1-49

Year ended March 31, 2018

5.54

182.23

328.24

(245.13)

(18.24) (81.35)

4.45 (83.67)

92.07

28.09

42.29

70.37

For and on behalf of the Board of Directors

&

juchita Jain

Vice Chairman and Joint Managing

DIN:00746471

K4 tht

Rajeev Thapar

Chief Financial Officer

Place : Ludhiana

Date:May 09, 2019

i S.P. Oswal

Chairman and Managing Director

DIN: 00121737

\

Sa CSZ

Company Secretary

Membership No:-4935

Page 103: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

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Page 104: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

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Page 106: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

VARDHMAN TEXTILES LIMITED Registered Office : Chandigarh Road, Ludhiana-141010

Standalone Unaudited financial results for the quarter and Half year ended September 30, 2019

Corporate Identity Number (CIN); L17111PB1973PLC003345, PAN: AABCM4692E Website:www.vardhman.com Email: [email protected]

(Rs. In Crores)

Quarter Ended Half Year ended Half Year ended

Quarter Ended Quarter Ended Year Ended March September 30, September September

S.No, Particulars 2019 June 30,2019 | September 30, 2018 30,2019 30,2018 31, 2019

Unaudited Unaudited Unaudited Unaudited Unaudited Audited

I, [Revenue from operations 1,552.78 1,558.32 1,555.31 3,111.10 3,136.06 6,414.58

Il, jOther income 38.81 31.03 58,99 69,84 82.91 218.20

III, |Total income from operations (1+I1) 1,591.59 1,589.35 1,614.30 3,180.94 3,218.97 6,632.78

IV, jExpenses

Cost of materials consumed 872.21 833.62 812.55 1,705.83 1,611.40 3,264.50

Purchase of stock: in trade 12.10 18.71 9.53 30,81 19,99 50,08

Change in inventories of finished goods, (81,26) (24.13) (67.70) (105.39) (40,64) 1,73

works -in progress and stock -in- trade Employee benefits expense 139.66 135,73 128,35 275.39 253,80 519.86

Finance cost 32,95 36,36 28.60 69,31 61.48 117.84

Depreciation and amortisation expense 78,97 72,45 59,05 151.42 118.05 241.48 Power and fuel 172.97 178,39 165,68 351,36 318,68 665.90

Other expenses 198,18 189,41 204,64 387,59 399,71 780,99

Total Expenses 1,425.78 1,440.54 1,340,70 2,866.32 2,742.47 5,642.38

V. [Profit before tax (III-IV) 165.81 148,81 273,60 314,62 476,50 990,40

VI, |Tax expense

Current tax 22,21 31.41 56.07 53,62 99,79 242,91

Deferred tax 23,56 13,88 21.27 37,44 34,67 51.61

VII. |Profit after tax (V-VI) 120,04 103,52 196.26 223,56 342,04 695,88

VIII. |Other Comprehensive Income/(Expenditure) 0,02 0,03 0.41 0,05 0,82 0,19

IX, |Total Comprehensive income (VII+VIII) 120,06 103.55 196,67 223,61 342,86 696,07

X, |Earnings Per Share (in Rs.) (not annualized) (a) Basic 20,88 18,01 34,17 38.88 59.55 121,13

(b) Diluted 20.70 17,85 33,83 38.54 58.96 119,97

XI, }Paid up Equity Share Capital (Face value per share Rs. 10) 57.50 57,49 57.44 57.50 57.44 57.48

XII, }Paid up Debt Capital* 499.80 499,80 499,80

XIII, jOther Equity 5,181.62

XIV, |Capital Redemption Reserve 6,26 6.26 6,26

XV, |Debenture Redemption Reserve 57,62 33,79 49,67

XVI, |Net Worth** 5347.22 4,879.40 5,239.10

XVII, }Debt Equity Ratio*** 0.34 0,32 0,43

XVIIL|Debt Service Coverage Ratio**** 2.00 3,28 2,66

XIX, | Interest Service Coverage Ratio* **** 6,95 9.05 9,39

* Paid up Debt Capital comprises of listed debentures only,

** Net Worth = Equity share capital + other equity

*** Debt equity ratio = Total Debt/Net Worth **4* Debt service coverage ratio (DSCR) = (EBDIT-Current Tax)/(Gross Interest+Scheduled principal repayment of Long term Debts) +*4** Interest service coverage ratio (ISCR) = (EBDIT-Current Tax)/Gross Interest

(

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VARDHMAN TEXTILES LIMITED

Regd. Office : Chandigarh Road, Ludhiana-141010

Unaudited Balance Sheet as at September 30, 2019

(Rs. In Crores)

Unaudited Audited

at Os Rarensers September 30 ,2019 March 31 ,2019

ASSETS

1 Non-current assets

(a) Property, plant and equipment 3,324.53 3,057.24

(b) Capital work-in-progress 243.09 27363

(c) Right of Use Asset (Refer Note-2) 8.39 -

(d) Intangible assets 1.38 1.60

(e) Financial assets

-Investments 570.64 749.57

-Loans 0.92 0.72 -Other financial assets 5.51 8.98

(f) Other non-current assets 63.85 85.00

Total Non-current assets 4,218.31 4,176.74

2 Current assets

(a) Inventories 1,508.58 2,442.13

(b) Financial assets

-Investments 886.68 337.56

-Trade receivables 854.81 762.82

-Cash and cash equivalents 188.04 37.43

-Bank Balance other than above 2.88 3.43

-Loans 36.48 34.59

-Other financial assets 32.00 58.39

(c) Current tax assets (net) 100.10 100.10

(d) Other current assets 322.77 415.93

Total current assets 3,932.34 4,192.38

Total Assets 8,150.65 8,369.12

EQUITY AND LIABILITIES

Equity

(a) Equity share capital 57.50 57.48

(b) Other equity 5,289.72 5,181.62

Total equity 5,347.22 5,239.10

Liabilities 1 Non-current liabilities

(a) Financial liabilities

-Borrowings 1,118:35 1-0/71:35

-Other financial liabilities 4.41 4.48

-Lease liability (Refer Note-2) 0.15 =

(b) Provisions 12.24 10.86

(c) Deferred tax liabilities (net) 334.90 297.47

(d) Other non-current liabilities 19.09 20.40

Total Non-current liabilities 1,489.14 1,404.56

2 Current liabilities

(a) Financial Liabilities

-Borrowings 342.47 868.68

-Trade payables

(i) Total outstanding dues of micro

enterprises and small enterprises 12.29 4.08

(ii) Total outstanding dues of creditors

other than micro enterprises and small 224.02 236.28

enterprises.

-Other financial liabilities 531.98 535.63

(b) Provisions SUL 2.79

(c) Current tax liabilities (net) 8.70 6255

(d) Other current liabilities 191.68 F1caS

Total Current liabilities 1,314.29 1,725.46

Total Equity and Liabilities 8,150.65 8,369.12

Yo y es V

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VARDHMAN TEXTILES LIMITED

Regd. Office : Chandigarh Road, Ludhiana-141010

Statement of Cash Flows for the six months ended September 30, 2019

(Rs. In Crores)

Six Month Ended September Six Month Ended

Ponttcutars 30, 2019 September 30, 2018 Unaudited Unaudited

Net cash flow from operating activities

Net Profit before Tax 314.62 476.50

Operating profit before working capital changes 480.19 582.07

A) Net cash generated from operating activities 1,396.52 1,183.02

B) Net Cash (used) in Investing Activities (738.08) (397.01)

C) Net cash (used) in financing activities (507.83) (803.91)

Net increase/ (decrease) in cash and cash equivalents 150.61 (17.90) (A+B+C)

Add: Cash and cash equivalents as at beginning of the year 37.43 65.20

Cash and cash equivalents as at end of the period 188.04 47.30

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VARDHMAN TEXTILES LIMITED

Registered Office : Chandigarh Road, Ludhiana-141010

NOTES:

The Company is primarily in the business of manufacturing and sales of textile products (i.e,, Yarns and Fabrics). The Chief Operating Decision Maker (CODM), The

Chairman & Managing Director, performs a detailed review of the operating results, makes decisions about the allocation of resources based on the analysis of the

various performance indicators of the Company as a whole. Therefore, there is only one operating segment namely, “Textiles”,

Effective April 1, 2019, the Company has adopted Ind AS 116 "Leases", applied to all lease contracts existing on April 1, 2019 using the modified retrospective

method along with the transition option to recognise Right-of-Use asset (ROU) at an amount equal to the lease liability, Accordingly, comparatives for the quarters

ended June 30, 2018 and March 31, 2019 and year ended March 31, 2019 have not been retrospectively adjusted. On transition, "Right of use asset" of Rs, 0.15

crore and a corresponding "Lease Liabilities" of Rs. 0.15 crore has been recognised as at April 1, 2019. Further, in respect of leases which were classified as

operating leases, applying Ind AS 17, Rs. 8.45 crores has been reclassifed from "Other Assets" to "Right of Use Asset’. The effect of this adoption is not material on

the profit for the period and earnings per share,

The Board of Directors, in its meeting held on August 13, 2019 has approved a Scheme of Amalgamation (the “Scheme”) under Sections 230 to 232 of the

Companies Act, 2013 (‘the 2013 Act’) and other applicable provisions of the 2013 Act, as per pooling of interest method, between the Company and its subsidiaries,

by the name of Vardhman Acrylics Limited, VMT Spinning Company Limited, VTL Investments Limited, and Vardhman Nisshinbo Garments Company Limited. The

amalgamation will be from April 1, 2020 being the appointed date and is subject to shareholders’ and other statutory approvals,

These results have been prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS") 34 Interim Financial Reporting prescribed under

Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules as amended from time to time,

The Company has issued secured, rated listed Redeemable Non-convertible Debentures (NCDs) aggregating to Rs, 499,80 crores for cash at par on private

placement basis on September 8, 2017, The NCDs are listed at the Bombay Stock Exchange of India (BSE) and comprise of three series repayable in third, fourth

and fifth years and have an overall yield of 7.69% per annum,

CRISIL has assigned a rating of AA+ with Stable outlook to the said NCDs of the Company on December 28,2018, These NCDs are secured by way of a first pari

passu charge over the immovable and movable fixed assets of the Company and it should have fixed asset cover of more than 1.05 times of outstanding amount of

NCDs, The Fixed Asset coverage ratio as on September 30, 2019 is 2.26 times

During the Half year ended September 30, 2019, the Company has issued 20,000 equity shares under Employee Stock Options Scheme at Rs. 815 per share. As a

result of above, the paid up equity share capital of the Company has increased from Rs, 57.48 crores to Rs, 57.50 crores,

Financial Results has been reviewed by the Audit Committee at its meeting held on November 07, 2019 and approved by the Board of Directors at its meeting held

on November 08, 2019, The limited review as required under Regulation 33 of SEBI ( Listing Obligation and Disclosure Requirements) Regulations, 2015, has been

completed by the Statutory Auditors,

On September 20, 2019, the Government of India, vide the Taxation Laws (Amendment) Ordinance 2019, inserted Section 115BAA in the Income Tax Act, 1961,

which provides domestic companies an option to pay corporate tax at reduced rate effective April 01, 2019, subject to certain conditions, The Company is currently

in the process of evaluating this option,

For Vardhman Textiles Limited

Place : Ludhiana \ (\t NA} WA, Date : November 08, 2019 Chairman & Managing Director

Page 110: Vardhman ~Vardhman VARDHMAN TEXTILES LIMITED 1. Issuer details: | Delivering Excellence. Since 1965. 4.1. Details of the issuer: Annexure | Disclosures to be provided along with

Ch d Al ts

De I © i tte 7 Floor, puiiding 10, Tower B

= DLF Cyber City Complex DLF City Phi =I Haskins & Sells LLP DLF city Phase Haryana, India

Tel: +91 124 679 2000 Fax: +91 124 679 2012

INDEPENDENT AUDITOR’S REVIEW REPORT ON REVIEW OF

INTERIM STANDALONE FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF

VARDHMAN TEXTILES LIMITED

1. We have reviewed the accompanying Statement of Standalone Unaudited Financial Results of VARDHMAN

TEXTILES LIMITED (“the Company”), for the quarter and half year ended September 30, 2019 (“the

Statement”), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI

(Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

2. This Statement, which is the responsibility of the Company’s Management and approved by the Company’s

Board of Directors, has been prepared in accordance with the recognition and measurement principles laid

down in the Indian Accounting Standard 34 “Interim Financial Reporting” (“Ind AS 34”), prescribed under

Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting

principles generally accepted in India. Our responsibility is to expreSs a conclusion on the Statement based

on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE)

2410 ‘Review of Interim Financial Information Performed by the Independent Auditor of the Entity’, issued

by the Institute of Chartered Accountants of India (ICAI). A review of interim financial information consists

of making inquiries, primarily of the Company’s personnel responsible for financial and accounting matters,

and applying analytical and other review procedures. A review is substantially less in scope than an audit

conducted in accordance with Standards on Auditing specified under section 143(10) of the Companies Act,

2013 and consequently does not enable us to obtain assurance that we would become aware of all significant

matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

4. Based on our review conducted as stated in paragraph 3 above, nothing has come to our attention that

causes us to believe that the accompanying Statement, prepared in accordance with the recognition and

measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting

principles generally accepted in India, has not disclosed the information required to be disclosed in terms

of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as

amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants

(Firm’s Registration No. ae

(Membership No. 105546)

UDIN:IVIOSS 46 AAAAEHI26F GURUGRAM, NOVEMBER 8, 2019

Regd. Office: Indiabulls Finance Centre, Tower 3, 27" - 32™ Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai - 400 013, Maharashtra, India.

{LLP identification No. AAB-8737)

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Vardhman Textiles Limited Registered Office : Chandigarh Road, Ludhiana-141010

Consolidated Unaudited Financial Results for the quarter and half year ended September 30, 2019 Corporate Identity Number (CIN); L17111PB1973PLC003345, PAN; AABCM4692E

Website:www,vardhman.com Email: secretarial. [email protected]

(Rs, In crores)

uit Quarter Ended June Quarter Ended Half Year Ended Half Year Ended Year Ended

2019 : 30, 2019 September 30, 2018 | September 30, 2019 | September 30, 2018 } March 31, 2019 S.No Particulars

Unaudited Unaudited Unaudited Unaudited Unaudited Audited

I, {Revenue from operations 1,663.67 1,650.36 1,685.10 3,314.03 3,385.07 6,877.92

II, }Other income 29,95 32,72 42.07 62,67 69,34 222,72

III, |Total income (1+11) 1,693.62 1,683.08 1,727.17 3,376.70 3,454.41 7,100.64

IV, JExpenses

Cost of materials consumed 952.87 896.56 892.32 1,849.43 1,768.54 3,573.75 Purchase of stocks* in trade 0,22 2,05 4,96 2.27 4,96 12,92

very in inventories of finished goods, Works -in progress and stock -in- (6.06) (37.56) (67.38) (123.62) (37.3) 9,06

Employee benefits expenses 150.76 146.28 135.63 297.04 267,88 550,23 Finance cost 33,79 37,25 29,22 71,04 62.94 119,65

Depreciation and amortisation expense 82,55 76.02 61.99 158,57 123,93 254.02 Power and fuel 185,20 189.88 177.23 375.08 341,16 709.14

Other expenses 210.87 202,57 211.37 413,44 416,69 829,06 Total Expenses 1,530.20 1,513.05 1,445.34 3,043.25 2,948.77 6,057.83

V_ {Share of Profit/(Loss) of Associates and/or Joint Venture 1,92 2.53 4,61 4.45 9,62 15,93

VI, {Profit before tax (III-1V+V) 165.34 172,56 286.44 337.90 515.26 1,058.74

VII, |Tax expense

Current tax 23,92 38.60 63.61 62.52 113,22 264.01 Deferred tax 21,78 12.97 22,62 34,75 39.09 54,18

VIII, |Profit for the period (VI-VII) 119.64 120.99 200,21 240.63 362,95 740,55

IX. |Other Comprehensive Income/(Expenditure), net of tax 0,02 0,03 0.41 0,05 0,82 (0,56)

, Total Comprehensive Income/ (Expenditure) for the period (VI1I+1X) 119.66 121.02 200.62 240,68 363,77 739,99

XI. {Profit for the period attributable to ;

Owners of the Company 116.56 116.08 196,41 232.64 355,54 730,71 Non Controlling Interest 3,08 4.91 3.80 7,99 7,41 9,84

119.64 120,99 200,21 240,63 362.95 740,55 |

XII, |Other Comprehensive Income for the period attributable to :

Owners of the Company 0.02 0.03 0.41 0,05 0,82 (0,56) Non Controlling Interest . ‘ ; : ; :

0,02 0,03 0.41 0,05 0,82 (0,56)

XIII |Total Comprehensive Income for the period attributable to ;

Owners of the Company 116.58 116.11 196,82 232.69 356.36 730,15 Non Controlling Interest 3,08 4.91 3,80 7,99 7.41 9,64

119, 121,02 200,62 240.68 363,77 739,99 XIV, |Earnings Per Share (in Rs)

(not annualized);

(a)Basic 20.63 20.55 34,80 41,18 63.00 129,45 (b) Diluted 20.45 20.36 34,46 40,81 62.36 128,19

XV, |Paid up equity share capital (face value per share Rs, 10) 56.50 56.49 36.44 56,50 56,44 56,48

XVI, }Paid up Debt Capital* 499.80 499.80 499,80

XVII, |Other equity 5,535.00

XVIII. |Capital Redemption Reserve 40,43 40,43 40,43

XIX. |Debenture Redemption Reserve 57,62 33,79 49,67

XX, |Net Worth** 5,706.29 5,205.07 5,591.48

XXI, |Debt Equity Ratio*** 0,32 0,31 0.41

XXII, |Debt Service Coverage Ratio**** 2,05 4,03 2.77

XXIII, | Interest Service Coverage Ratio***** 7,17 9,36 9,77

* Paid up Debt Capital comprises of listed debentures only/-

** Net Worth = Equity share capital + Reserves attributable to owners of equity *** Debt equity ratio = Total Debt/Equity **#* Debt service coverage ratio (DSCR) = (EBDIT-Current Tax)/(Gross Interest + Scheduled principal repayment of Long term Debts) x Interest service coverage ratio (ISCR) = (EBDIT-Current Tax)/Gross Interest L/

ENN

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VARDHMAN TEXTILES LIMITED

Unaudited Consolidated Balance Sheet as at September 30, 2019 (Rs. In Crores)

Unaudited Audited

ae ere September 30 ,2019 March 31 ,2019

ASSETS

1]Non-current assets

(a) Property, Plant and Equipment 3,446.51 3,186.24 (b) Capital work-in-progress 245.57 273.68 (c) Right to Use Asset (Refer Note no.2) 19.94 -

(d) Intangible Assets 2.09 2.35 (e) Goodwill 12.50 12.50 (f) Financial Assets

-Investment in associates and Joint ventures 108.39 107.84 -Investments 468.92 645.52

-Loans 0.92 0.73

-Other financial assets 5.86 9.39 (g) Other non-current assets 64.17 96.98

Total Non-current assets 4,374.87 4,335.23

2]Current assets

(a) Inventories 1,647.15 2,610.25 (b) Financial Assets

-Investments 1,168.05 592-37

-Trade receivables 898.82 803.08 -Cash and cash equivalents 223.01 40.05

-Bank balance other than above 3.26 3.80

-Loans 19.49 17.69

-Other financial assets 18.48 68.90 (c) Current tax assets (net) 102.25 102.25

(d) Other current assets 339.95 442.60

Total Current assets 4,420.46 4,680.99

TOTAL ASSETS 8,795.33 9,016.22

EQUITY AND LIABILITIES

Equity

(a) Equity Share capital 56.50 56.48

(b) Other Equity 5,649.79 5,535.00 (c) Non controlling interest

- Equity Share capital 23.44 23.44

- Other Equity 91.74 89.63

Total Equity 5,821.47 5,704.55

Liabilities

2 |Non-current liabilities

(a) Financial Liabilities

-Borrowings 1,127.07 1,088.79

-Other financial liabilities 4.41 4.48

-Lease liability (Refer Note no.2) 0.15 - (b) Provisions 13.25 12.36

(c) Deferred tax liabilities (Net) 358.06 323.31

d) Other non-current liabilities 19.38 20.67

Total Non-current liabilities 1,522.32 1,449.61

3 |Current liabilities

(a) Financial Liabilities

-Borrowings 351.26 886.42 -Trade payables

(i) Total outstanding dues of micro 12.70 4.38

enterprises and small enterprises

(ii) Total outstanding dues of creditors 291.69 311419

other than micro enterprises and small

enterprises.

-Other financial liabilities S5E.10 550.15

(b) Provisions 3.81 2.95

(c) Current tax liabilities 36.56 30.66 (d) Other current liabilities 204.42 76.31

Total Current liabilities 1,451.54 1,862.06

TOTAL EQUITY AND LIABILITIES 8,795.33 9,016.22

VO b/

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VARDHMAN TEXTILES LIMITED

Regd. Office : Chandigarh Road, Ludhiana-141010

Consolidated Statement of Cash Flows for the half year ended September 30, 2019

(Rs. In Crores

Particulars Half Year Ended

September 30, 2019

Half Year Ended

September 30, 2018

Unaudited Unaudited

Net cash flow from operating activities

Net Profit before Tax 337.90 515.25

Operating profit before working capital changes 514.86 631.33

A) Net cash generated from operating activities LAT ALT. 1,235.06

B) Net Cash (used) in Investing Activities (775.16) (437.36)

C) Net cash (used) in financing activities (519.05) (817.63)

Net increase/ (decrease) in cash and cash

equivalents (A+B+C) sca a:

Add: Cash and cash equivalents as at beginning of 40.05 70.38

the year

Cash and cash equivalents as at end of the period 223.01 50.46

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VARDHMAN TEXTILES LIMITED

Registered Office : Chandigarh Road, Ludhiana-141010

Statement of Segment Information

Consolidated Unaudited Financial Results for the quarter and half year ended September 30, 2019

(Rs, In Crores)

*kexcludes borrowings, deferred tax liabilities

Quarter Ended Quarter Ended | Half year ended | Half year ended ter End

September 30, i. ‘. a September 30, | September September Yeat Ended

Particulars 2019 2018 tit ls sane | (Unaudited) (Unaudited) (Unaudited) | (Unaudited) | (Unaudited) (Audited)

I, Segment Revenue

Textiles 1,600.77 1,589.62 1,591.79 3,190,39 3,216.81 6,577.51 Acrylic Fibre 82.72 86,28 117.50 169.00 216,95 391,96

Total 1,683.49 1,675.90 1,709.29 3,359.39 3,433.76 6,969.47

Less : Inter Segment Revenue 19,82 25,54 24.19 45,36 48,69 91,55

Net sales/income from operations 1,663.67 1,650.36 1,685.10 3,314.03 3,385.07 6,877.92

II, Segment Results

Profit before tax & interest from each seqment

Textiles 180,60 194,51 282.78 375,11 529,28 1,082.55

Acrylic Fibre 2.81 17,25 13,77 20.06 28,29 28,51 Total 183,41 211,76 296,55 395,17 557,57 1,111.06

Less ; (a) Interest 33,79 37,25 29,22 71,04 62,94 119,65 (b) Other un-allocable expenditure / (income) (13.80) 4,48 (14.50) (9,32) (11,01) (51,40)

(Net of un-allocable (income)/expenditure) Add: Share of Profit/(Loss) of Associates and/or Joint Venture 1,92 2.53 4.61 4,45 9,62 15,93

Total Profit before tax 165.34 172,56 286.44 337,90 515,26 1,058.74

Tax expenses 45,70 51.57 86,23 97,27 152.31 318.19

Net Profit after tax 119,64 120,99 200.21 240,63 362,95 740,55

Less: Non Controlling Interest 3,08 4,91 3,80 7,99 7.41 9,84

Net Profit after taxes, non controlling interest and Share of profit nf nanclates dva/ce loink Venbuth 116,56 116,08 196,41 232,64 355,54 730,71

III, Segment Assets

Textiles* 6,433.65 6,904.19 5,584.44 6,433.65 5,584.44 7,124.50

Acrylic Fibre 170.54 147,31 170.85 170,54 170,85 146,00

Total Segment Assets 6,604.19 7,051.50 5,755.29 6,604.19 5,755.29 7,270.50

Un-allocated 2,191.14 L 711,98] - 2,338.83 2,191.14 2,338.83 1,745.72 Total Assets 8,795.33 8,763.48 8,094.12 8,795.33 8,094.12 9,016.22

IV, Segment Liabilities**

Textiles 530,17 523,55 601,45 530,17 601.45 523,63 Acrylic Fibre 61,05 60.04 99,12 61.05 99,12 75.97

Total Seqment Liabilities 591.22 583,59 700,57 591,22 700.57 599,60

Un-allocated 188,14 97,88 166,40 188,14 166,40 111,12

Total Liabilities 779,36 681,47 866.97 779,36 866.97 710,72

* Includes Capital Work in Progess and Capital Advances 265.76 511,18 449,91 265,76 449,91 308.60

/

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VARDHMAN TEXTILES LIMITED

Registered Office : Chandigarh Road, Ludhiana-141010

NOTES :

1, The consolidated financial results includes result of all its - (i) Subsidiaries - viz Vardhman Acrylics Limited, VMT Spinning Company Limited, VTL Investments Limited, and Vardhman Nisshinbo Garments Company Limited (Joint Venture upto January 22, 2019) and (ii) Associates - viz Vardhman Yarns and Threads Limited, Vardhman Special Steels Limited and Vardhman Spinning and General Mills Limited,

2 Effective April 1, 2019, the Group has adopted Ind AS 116 "Leases", applied to all lease contracts existing on April 1, 2019 using the modified retrospective method along with the transition option to

recognise Right of Use asset (ROU) at an amount equal to the lease liability, Accordingly, comparatives for the quarters and half year ended September 30, 2018 and year ended March 31, 2019 have not been

retrospectively adjusted, On transition, "Right of use asset" of Rs, 0.15 crore and a corresponding "Lease Liabilities" of Rs. 0.15 crore has been recognised as at April 1, 2019, Further, in respect of leases which

were classified as operating leases, applying Ind AS 17, Rs. 20.23 crores has been reclassifed from "Other Assets" to "Right of Use Asset", The effect of this adoption is not material on the profit for the period

and earnings per share.

3 The Board of Directors, in its meeting held on August 13, 2019 has approved a Scheme of Amalgamation (the "Scheme") under Sections 230 to 232 of the Companies Act, 2013 (‘the 2013 Act’) and other

applicable provisions of the 2013 Act, as per pooling of interest method, between the Company and its subsidiaries, by the name of Vardhman Acrylics Limited, VMT Spinning Company Limited, VTL

Investments Limited, and Vardhman Nisshinbo Garments Company Limited, The amalgamation will be from April 1, 2020 being the appointed date and is subject to shareholders’ and other statutory approvals,

4, These results have been prepared in accordance with the Indian Accounting Standards (referred to as "Ind AS') 34 Interim Financial Reporting prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules as amended from time to time,

5.The Company has issued secured, rated listed Redeemable Non-convertible Debentures (NCDs) aggregating to Rs. 499,80 crores for cash at par on private placement basis on September 8 2017, The NCDs are listed at the Bombay Stock Exchange of India (BSE) and comprise of three series repayable in third, fourth and fifth years and have an overall yield of 7.69% per annum,

CRISIL has assigned a rating of AA+ with Stable outlook to the said NCDs of the Company on December 28,2018, These NCDs are secured by way of a first pari passu charge over the immovable and movable fixed assets of the Company and it should have fixed asset cover of more than 1.05 times of outstanding amount of NCDs.The Fixed Asset coverage ratio as on September 30, 2019 is 2.26 times,

6.During the half year ended September 30, 2019, the Company has issued 20,000 equity shares under Employee Stock Options Scheme at Rs. 815 per share, As a result of above, the paid up equity share capital of the Company has increased from Rs, 57,48 crores to Rs, 57.50 crores,

7 Financial Results has been reviewed by the Audit Committee at its meeting held on November 07, 2019 and approved by the Board of Directors at its meeting held on November 08, 2019. The limited review as required under Regulation 33 of SEBI ( Listing Obligation and Disclosure Requirements) Regulations, 2015, has been completed by the Statutory Auditors,

8,0n September 20, 2019, the Government of India, vide the Taxation Laws (Amendment) Ordinance 2019, inserted Section L15BAA in the Income Tax Act, 1961, which provides domestic companies an option

to pay corporate tax at reduced rate effective April 01, 2019, subject to certain conditions. The Group is currently in the process of evaluating this option,

For Vardhman Textiles Limited

§.P Oswal

Chairman and Managaing Director Place : Ludhiana

Date : November 08, 2019

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Chartered A tant: Deloitte 7" Floor, Building 10, Tower B - DLF Cyber City Complex

DLF City Ph -H Haskins & Sells LLP DLE City Phase tt : Haryana, India

Tel: +91 124 679 2000 Fax: +91 124 679 2012

INDEPENDENT AUDITOR’S REVIEW REPORT ON REVIEW OF INTERIM CONSOLIDATED FINANCIAL RESULTS |

TO THE BOARD OF DIRECTORS OF VARDHMAN TEXTILES LIMITED

1. We have reviewed the accompanying Statement of Consolidated Unaudited Financial Results of VARDHMAN TEXTILES LIMITED (“the Parent”) and its subsidiaries (the Parent and its subsidiaries together referred to as “the Group”), and its share of the net profit after tax and total comprehensive income of its associates for the quarter and half year ended September 30, 2019 (“the Statement”) being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

2. This Statement, which is the responsibility of the Parent’s Management and approved by the Parent’s Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 “Interim Financial Reporting” (“Ind AS 34”), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India. Our responsibility is to express a conclusion on the Statement based on our review.

3. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 “Review of Interim Financial Information Performed by the Independent Auditor of the Entity”, issued by the Institute of Chartered Accountants of India (ICAI). A review of interim financial information consists of making inquiries, primarily of Parent’s personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under Section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

4. The Statement includes the results of the following entities:

Name of the Entity Relationship Vardhman Acrylics Limited Subsidiary company VMT Spinning Company Limited Wholly owned subsidiary

company VTL Investments Limited Wholly owned = subsidiary

company Vardhman Nisshinbo Garments Company Limited Wholly owned = subsidiary

company Vardhman Yarn and Threads Limited Associate company Vardhman Special Steels Limited Associate company Vardhman Spinning and General Mills Limited Associate company

5. Based on our review conducted and procedures performed as stated in Paragraph 3 above and based on the consideration of the review reports of the other auditors referred to in Paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles. laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and

~ Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be «\ disclosed, or that it contains any material misstatement.

o\. ndiabulls Finance Centre, Tower 3, 27" - 32™ Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai - 400 013, Maharashtra, India.

(LLP Identification No. AAB-8737)

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Deloitte Haskins & Sells LLP

6. We did not review the interim financial results of one subsidiary included in the consolidated unaudited financial results, whose interim financial results reflect total assets of Rs. 470.55 crores as at September 30, 2019, total revenues of Rs. 89.47 crores and Rs 180.44 crores for the quarter and half year ended September 30, 2019 respectively, total net profit after tax of Rs. 10.67 crores and Rs. 27.46 crores for the quarter and half year ended September 30, 2019 and total comprehensive income of Rs. 10.67 comprehensive loss of Rs. 0.87 crore and Rs. 0.58 crore for the quarter and half year ended September 30, 2019 respectively, as considered in the Statement, in respect of one associate, whose interim financial results have not been reviewed by us. These interim financial results have been reviewed by other auditors whose reports have been furnished to us by the Management and our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiary and associate, is based solely on the reports of the other auditors and the procedures performed by us as stated in paragraph 3 above.

.

| Our conclusion on the Statement iS not modified in respect of these matters.

| 7. The consolidated unaudited financial results includes the interim financial results of three subsidiaries which have not been reviewed by their auditors, whose interim financial results reflect total assets of Rs.

September 30, 2019 respectively and net cash inflow of Rs. 1.25 crores for the half year ended September 30, 2019, as considered in the Statement. The consolidated unaudited financial} results also half year ended September 30, 2019 respectively and total comprehensive income of Rs. 2.80 crores and Rs. 5.03 crores for the quarter and half year ended September 30, 2019 respectively, as considered in the Statement, in respect of two associates, based on their interim financial information which have not been reviewed by their auditors. According to the information and explanations given to us by the Management, these interim financial information are not material to the Group.

Our Conclusion on the Statement is not modified in respect of our reliance on the interim financial results certified by the Management.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants

(Firm’s Registration No. 1173 »SW/W-100018) i x ¥

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(Partner) | (Membership No. 105546) UDIN:/9} 0 | URUGRAM, NOVEMBER 8, 2019 | lOSSU6ARARET R634

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SBICAP SBICAP Trustee Company Ltd. Trustee

Ref.no.2.303 /SBICTCL/DT/2019-20 Date: 08'" November 2019

To,

VARDHMAN TEXTILES LIMITED

Vardhman Premises,

Chandigarh Road, Ludhiana

Kind Attention: Mr. Akshay Jain

Sub:-Certificate u/r_ 52(5) of SEBI (Listing Obligations & Disclosure Requirements)

Regulations, 2015, for NCDs aggregating to Rs 499.80 Crores by Vardhman Textiles

Ltd (“Issuer”), for the half year ended 30% September 2019.

Dear Sir/ Madam,

We are acting as Debenture Trustee for the captioned Debenture Issues. Pursuant to Regulation 52(4) read with Regulation 52(5) of SEBI (Listing Obligations & Disclosure

Requirements) Regulations, 2015, the issuer is required to submit its half yearly financial results with a certificate of Debenture Trustee, that the Debenture Trustee has noted the

contents furnished by the issuer as per the Regulation 52(4).

In pursuance thereof we hereby confirm that we have received the said information vide your

email dated November 8, 2019 along with the relevant/ necessary supporting and we have noted the contents of the financial results furnished by the issuer as per the Regulation 52(4) of the Regulations.

Yours faithfully, For SBICAP Trustee Company Limited

Authorised Signatory

& www.sbicaptrusiee.com Corporate Office : Registered Office ;

+91 22 4302 5566 Apeejay House, 6th Floor, 202, Maker Tower E,

+91 22 4302 5555 3, Dinshaw Wachha Road, Cuffe Parade, Mumbai - 400 005,

(i +91 22 2204 0465 Churchgate, Mumbai, CIN : U65997MH2005PLC 158386

«a [email protected] Pin - 400 020.

A Group Company of SBI