"Exchange Plaza": Mumbai 400 001 Mumbai 400 051

VST Industries Limited
August 7, 2024
The General Manager The Manager

Listing Department Listing Department
BSE Limited National Stock Exchange of India Ltd.
Phiroze Jeejeebhoy Towers “Exchange Plaza”
Dalal Street, Fort Bandra Kurla Complex, Bandra (E)
Mumbai – 400 001 Mumbai – 400 051
STOCK CODE : 509966 STOCK SYMBOL : VSTIND
Dear Sir/Madam,
Sub : Annual Report 2024
Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015 as amended, we enclose a copy of the Annual
Report for the financial year ended 31st March, 2024 including the Report on
Accounts of the Company, Notice of the 93rd Annual General Meeting of the
Company to be held on 29th August, 2024 and the Business Responsibility &
Sustainability Report (BRSR).
The abovementioned report is also being uploaded on the Company’s website

(www.vsthyd.com).
Please take the same on record.
Yours faithfully,
For VST INDUSTRIES LIMITED
PHANI KUMAR Digitally signed by PHANI KUMAR
MANGIPUDI
MANGIPUDI Date: 2024.08.07 18:11:04 +05'30'
PHANI K. MANGIPUDI
Company Secretary &
Vice President – Legal & Secretarial
Encl : As above.
Registered Office: Azamabad, Hyderabad – 500 020; Phone: 91-40-27688000; Fax:91-40-27615336;

CIN: L29150TG1930PLC000576; Email:corporate@vstind.com; website: www.vsthyd.com
VST INDUSTRIES LIMITED
ANNUAL REPORT 2023-24
STRONG ROOTS.
STRONGER TOMORROW.
what’s
inside
STRONG ROOTS
01 CORPORATE OVERVIEW FY24 HIGHLIGHTS
02 VST at a glance
03 Extensive reach across India
Financial
STRONGER TOMORROW
04 Board of Directors
J 1,"3,7%& Lakhs J 3&,1%7 Lakhs

08 Management team
10 Chairman’s statement
Revenue Net profit
12 MD and CEO’s message
18 Amplifying our portfolio
20 Key performance indicators
J 1'%.3 17.(% At VST Industries, we are building on our strong
24 Value creation model
Earnings per share EBIT margin roots and shaping a stronger tomorrow through our
26 Strategic priorities
30 Emphasis on the ESG unwavering commitment to drive excellence and our
36 Cleaner tomorrow for a sustainable
J 1,(%,()1 Lakhs J 1%& relentless pursuit of innovation.
future
Net assets employed Dividend per share
38 Foundations of teamwork, growth,
responsibility With a firm belief in the power of forward-thinking investments, we
42 Empowering Change through our
31.'% have strategically focused on four pillars that form the cornerstone
CSR vision
48 Ensuring ESG-compliant Governance RoCE of our success: Brands, Digitalization, Distribution, & Technology.
50 Corporate Information
02 STATUTORY REPORTS
52 Notice
Non-Financial Four Pillars of Success
64 Report of the Board of Directors &
Management Discussion and Analysis J "(' Lakhs 1(% Brands Digitalisation Distribution Technology
77 Report on Corporate Governance CSR expenditure Solar streetlights
110 Business Responsibility & Sustainability We are continuously We have identified We are ramping up our We are investing in the
Reporting (BRSR) augmenting our brand digitisation as one distribution both in our best in class technology
portfolio to cater to of the key drivers of existing and new markets to drive operational
) %7% diverse and emerging organisational efficiency efficiency and enhance
School building Smart toilets consumer needs with a and agility profitability
03 FINANCIAL STATEMENTS
blocks focus on innovation and
future fit portfolio.
150 Financial Statements
VST INDUSTRIES LIMITED CORPORATE OVERVIEW STATUTORY REPORTS FINANCIAL STATEMENTS
VST at a glance Extensive reach across India

VST Industries Limited is a trusted and responsible Indian cigarette With a strong presence across India, VST Industries has established a
manufacturer, with a rich legacy that spans over nine decades. wide-reaching network that spans the entire country. Our widespread
We take immense pride in our unparalleled and uncompromising presence enables us to meet the diverse demands of our valued
commitment to exceptional quality. With an extensive portfolio consumers, ensuring that our vibrant brand portfolio are easily
of renowned and acclaimed brands, we cater to the discerning accessible throughout India.
preferences of our esteemed consumers.
As an associate undertaking of the British American Tobacco Plc, our operations span across facilities
in Hyderabad and Toopran, enabling us to deliver unmatched excellence and precision throughout
every intricate phase of the manufacturing process.
Core Strengths
Delhi
Guwahati
Brand Portfolio Innovation Lucknow (
Our distinctive brand portfolio reflects our We have established a dedicated product innovation
commitment to meeting the evolving needs of hub to develop and bring to life unique and
Manufacturing facilities in
our adult consumers and has helped us achieve innovative products that meet the ever-evolving Kolkata
Hyderabad and Toopran
remarkable business success in the last 10 years. preferences of adult consumers.
7
Mumbai Regional offices in
Toopran
Hyderabad, Mumbai, Delhi,
National Distribution Led by ambition Kolkata, Chennai, Guwahati
We have increased our distribution network to The long-term success and growth of our Hyderabad Guntur and Lucknow
effectively serve adult consumers across India and organisation are a collective result of the passion,
enjoy a strong national presence. Our wholesale and skill, and ambition of our people. Guided by an
retail network spans the length and breadth of the
country, thus enabling us to reach adult consumers
effective leadership team and good governance,
our people harbour a clear vision to deliver a superior Chennai "3%
across large states of the country. performance. Wholesale dealers
11 Lakhs+
Retail outlets
Offices and Manufacturing Facilities

Market presence Regional offices Corporate office Manufacturing Leaf office
(states) facilities
Map not to scale.
&( ANNUAL REPORT 2023-24 &3

Board of Directors
MR. NARESH KUMAR SETHI MR. S THIRUMALAI MR. RAJIV GULATI MR. ADITYA DEB GOOPTU
Non-executive director & chairman of the board Non-executive director Independent non-executive director Managing director and CEO
MS. RAMA BIJAPURKAR MR. SUDIP BANDYOPADHYAY MR. RAJEEV BAKSHI

Independent non-executive director Independent non-executive director Independent Non-Executive Director
&) ANNUAL REPORT 2023-24 &%

Board of Directors
1 MR. NARESH KUMAR SETHI 5 MR. RAJIV GULATI
Non-executive director & chairman of the board Independent non-executive director
Mr. Sethi joined the Board of Directors Stakeholders Relationship Committee from IIM, Calcutta. He is a Global Mr. Gulati joined the Board of and Stakeholders Relationship Mr. Gulati is an Independent
of VST Industries Limited as a Non- and Corporate Social Responsibility Consumer Products General Manager Directors of VST Industries Limited Committees of the Company. Consultant advising several PE firms
Executive Director to represent the Committee and an invitee to the Audit and Strategy/Transformation Leader as an Independent Non-Executive Mr. Gulati has completed his Masters in making judicious investments in the
interests of the Promoter Group - Committee of the Company. Mr. Sethi with a strong track record of leading Director in 2019. Mr. Gulati is in Pharmaceutical Technology from pharmaceutical sector and has been
British American Tobacco (BAT) in 2018. holds a Degree in Chemical Engineering large, complex businesses, consistently the Chairman of the Corporate IIT, Varanasi and his Post Graduate the Pharma Chair of the American
Mr. Sethi is a Member of the Nomination from IIT, Varanasi and completed his delivering exceptional results and Social Responsibility Committee Diploma in Management from IIM, Chamber of Commerce and Indo-
and Remuneration Committee, Post Graduate Diploma in Management sustainable shareholder value. and Strategy Committee and Ahmedabad. He is a well-known American Chamber of Commerce in
Member of the Audit, Nomination veteran with three decades of rich the Past. Currently, he serves as a
and Remuneration Committee Pharma industry experience. Trustee of Delhi Pharmaceutical Trust.
2 MR. S. THIRUMALAI
Non-executive director
& MR. ADITYA DEB GOOPTU
Mr. Thirumalai has been a Non-Executive Social Responsibility Committees of attended the Advanced Management
Director on the Board of VST Industries the Company. Mr. Thirumalai is a Fellow Programme at Harvard Business Managing director and CEO
Limited since 2019. Prior to this, he Member of the Institute of Chartered School, Boston, USA. He has diversified
was the Independent Non-Executive Accountants of India, the Institute of experience of over four decades and Mr. Gooptu is the Managing Director a bachelor’s degree in engineering Mr. Gooptu has spent over 17 years in
Director of the Company. Mr. Thirumalai Company Secretaries of India, a Certified specialises in Finance, Taxation and & CEO of VST Industries Limited. from Jadavpur University and a Post Godfrey Phillips India in various roles
is a Member of the Audit, Stakeholders Associate of the Indian Institute of Legal affairs, especially in the He is a Member of the Stakeholders Graduate Diploma in Management from and most recently as Executive Vice
Relationship Committee and Corporate Bankers and a law graduate. He has also tobacco sector. Relationship Committee and Corporate IIM, Ahmedabad. He has also attended President & Business Head - Cigarettes
Social Responsibility Committee the Advanced Management Programme before joining the Company.
of the Company. Mr. Gooptu holds at the Harvard Business School.
3 MS. RAMA BIJAPURKAR
Independent non-executive director
Ms. Bijapurkar joined the Board of Ms. Bijapurkar holds a B.Sc. (Hons) strategy consulting practice, is a widely 7 MR. RAJEEV BAKSHI
Directors of VST Industries Limited as an degree in Physics from Delhi University experienced independent director and is Independent Non-executive Director
Independent Non-Executive Director in and a Post Graduate Diploma in also a visiting faculty at IIM Ahmedabad.
2019. Ms. Bijapurkar is the Chairperson Management from IIM Ahmedabad. Ms. Bijapurkar is a Director on the Mr. Rajeev Bakshi joined the Board of 40 years of experience in sales and Mr. Bakshi is presently the Non-
of the Nomination and Remuneration Ms. Bijapurkar is a recognised thought Boards of Gokaldas Exports Limited, Directors of VST Industries Limited as marketing including leadership positions Executive Director in Cummins India,
Committee and Stakeholders leader on market strategy and India’s Apollo Hospitals Enterprise Limited, an Independent Non-Executive Director in several renowned companies viz., Macrotech Developers, Dalmia Bharat
Relationship Committee and a Member consumer economy and has over 30 Cummins India Limited, Mahindra & with effect from 1st July, 2024. PepsiCo, Cadbury Schweppes and Sugar Ltd. and Mother Dairy India Ltd.
of the Audit and Corporate Social years of experience in market strategy Mahindra Financial Services Limited and Lakme overseeing key commercial and He is also an Advisor in the areas of
Responsibility Committees of consulting and market research. She Sun Pharmaceutical Industries Limited Mr. Bakshi holds a BA (Hons.) degree in
operational strategies. He has been a Strategy, General Management and
the Company. has her own independent market & Sun Pharma Distributors Limited. Economics from St. Stephens College,
Board Member of multiple companies Marketing. He has been awarded
Delhi and a Post Graduate Diploma
in different sectors viz. Marico India, the ‘Distinguished Alumni Award’
in Management from IIM, Bangalore
Omniactives Health Technologies Ltd., in recognition of his contribution to
4 MR. SUDIP BANDYOPADHYAY specialises in Marketing. He has over
Raymond Consumer Care, Ola Foods, etc. business and society in the year 2014.
Independent non-executive director
Mr. Bandyopadhyay joined the Accountant with over 31 years of rich He sits on the Boards of a number of
Board of Directors of VST Industries and diverse experience in various areas listed and unlisted domestic companies.
Limited as an Independent Non- non- of finance and financial services. He He is also an investor in many Fintech
executive director in 2019. Mr. Sudip is also a Gold Medallist from Calcutta and other Technology-related ventures.
is the Chairman of the Audit and University. Mr. Bandyopadhyay is He has a significant presence in business
Risk Management Committees and currently the Group Chairman of media through his regular interaction
a Member of the Nomination and Inditrade (JRG) Group of Companies. on leading business channels, business
Remuneration Committee of the Inditrade has a significant presence newspapers and magazines.
Company. Mr. Bandyopadhyay is a rank in Agri Commodity Financing, Micro
holder Chartered Accountant and Cost Finance business and MSME lending.
&* ANNUAL REPORT 2023-24 &7

Management team
MR. ADITYA DEB GOOPTU MR. SANJAY WALI MR. KALYAN BASU DR. T. LAKSHMI NARASAIAH MR. AMIT ARORA MR. TARUN MALHOTRA
Managing Director & CEO Chief Operating Officer President-Marketing Vice President-Leaf Chief Human Resource Officer Vice President-Marketing
MR. S. SRIRAM MR. ANISH GUPTA MR. AJAY CHAUDHARY MR. PHANI MANGIPUDI
Vice-President – Technical Chief Financial Officer Vice-President-Digital Company Secretary and Vice
Transformation President-Legal & Secretarial
&" ANNUAL REPORT 2023-24 &'

Chairman’s statement
This outstanding performance is last 5 years. Since new brands have sustainability into our operations,
a testament to your Company’s a multi-year gestation period in our we contribute to a greener future
expertise in cultivating niche industry, we will consistently back while maintaining operational
tobaccos and commitment to our innovations and new launches efficiency and set a positive
building strong and sustainable with appropriate investments, to example in our community.
We contribute to relationships with the farmers. emerge with a stronger portfolio.
a greener future Strengthening our

Rewarding our shareholders
Industry dynamics Continuing the tradition of
while maintaining In the last 2 years, the industry has fundamentals rewarding shareholders, your
operational efficiency witnessed heightened competitive Another area of focus has been in Company has declared an equity
intensity. Prolonged price strengthening our core geographies dividend of I 150 per share. This
and set a positive stability of premium trademarks and investing in our distribution underscores our commitment to
example in our has accentuated structural engine with digitisation and delivering value to our shareholders.
changes in the industry towards improved activation capabilities.
community”. mainstream premium segments, ‘Smarter feet on street’ with data- Focused on people capital
putting pressure on some of our based decision making is resulting I take this opportunity to extend
popular trademarks. Further, a into better portfolio deployment in my gratitude to our team of 750+
sharp escalation in input prices, our core markets. Our depth of rural proud employees, who have shown
Dear shareholders, particularly in tobacco leaf, has
impacted profitability.
penetration is also being increased,
to ensure we benefit from the green
exemplary grit and demonstration
that helped us navigate challenging
I am pleased to share the FY24 shoots in the rural economy. times and look positively to the
Annual Report of your Company. Agile responses, consistent future. Your Company is dedicated
We are in the process of shifting to
Despite challenges, your Company focus to advancing people excellence.
our new manufacturing facilities in
worked with exemplary resilience Your Company has responded to By investing in our people, we
Toopran. Investments in technology
and focus, towards the goal of the changing industry dynamics by ensure they are equipped to drive
as well as in people and processes
building a stronger tomorrow, increasing its focus and investments innovation, efficiency, and success
have ensured that we will be able
leveraging our decades-long on strengthening the brand portfolio across the organisation, reinforcing
to bring out more innovative
foundation. and on new innovative launches in our commitment to sustainable
products and further improve our
the mainstream premium segment. product quality, along with ensuring growth and organisational excellence.
Financial performance
Our credo continues to be to operational efficiency.
In a challenging business
provide delightful value for money Stronger Tomorrow
environment characterised by
to our consumers – and we are Your Company has made significant
premiumisation of the industry Care at the core
continuously innovating, improving strides in the last year. With a
and price escalation of key raw At VST Industries, sustainability
our products and adjusting pricing dedicated focus on execution,
materials, your Company reported is ingrained in our core ethos.
to ensure that we continue to bolstered by a strong culture,
a 9.82% growth in revenues, from We prioritise renewable energy
deliver that. Over the following aligned capabilities and a clear
I 1,670 Crores in FY23 to I 1,834 adoption, energy conservation
years, we will be delivering an vision, we are poised to realise
Crores in FY24. Total comprehensive and transitioning to cleaner
innovation pipeline to create a our potential and strengthen
income for the year stood at I 303 alternatives to replace fossil fuels.
strong future-fit portfolio. our market position. On behalf
Crores. Profit after tax stood at I 302 Your Company’s robust waste and
Crores, a decline of 7.77% over I 327 Your Company has an impressive water management practices ensure of the Board, I express gratitude
Crores reported in FY 2022-23. The track record of innovative new responsible resource utilisation. to the management team and
tobacco leaf business has achieved launches and successfully refreshing I am thrilled to share that we have all employees for their efforts
a remarkable 24% growth in its portfolio. As a company with been awarded the “Alliance for in overcoming challenges and
profitability, reaching an impressive nearly a century behind us, we are Water Stewardship Certification advancing the Company towards
I 51 Crores this year. proud to observe that more than Gold Rating” for our Toopran unit growth and shared value creation.
a third of our volume comes from which underscores our commitment Regards,
new launches of the last decade and to the sustainable management
Naresh Sethi
nearly a tenth from launches of the of water resources. By integrating
Non-executive Chairman
1& ANNUAL REPORT 2023-24 11

MD and CEO’s message

brands. Enhancing operational Distribution and sales force capabilities have propelled this
efficiency, re-engineering costs and growth. We will make appropriate
effectiveness
Our commitment to growing our leaf export business are
Our sales force plays an extremely investments to continue to drive
other cornerstones of our growth growth in this area.
sustainability is evident plan. Our human capital and our
important role in driving growth
and strengthening trade and
in our responsible culture has been at the heart of
customer relationships. People and culture
every rejuvenation in the Company’s
business practices and history – and it gladdens me to see
We have embarked on a journey A talented workforce is pivotal
of continuously improving sales for an organisation to grow from
environmental initiatives the energy and passion of our team
force effectiveness through strength to strength. We believe
in the current journey.
that have yielded role alignment, ownership and in nurturing and recognising our
empowerment at every level. talented workforce and are well
tangible outcomes”. Strengthening our brand There is a strong thrust on data- prepared in making VST future
portfolio based decision making. Rural ready. Frontline empowerment is
It is critical that our portfolio penetration is our competitive an area of emphasis. The mantra
of brands remains extremely advantage and approaches are of “Each individual as a CEO”
Dear shareholders, relevant amidst evolving in place to drive further growth (Collaboration, Empowerment
I am happy to share the consumer preferences. In the last from rural markets. We are and Ownership) has been well
performance overview of the ( years, we have contemporised effectively leveraging digitisation received across the organisation
Company, delivered in the each of our heritage brands to streamline our sales processes, and resulted in positive outcomes.
context of a challenging operating through new brand architecture improve productivity and We continue to prioritise training
environment. In FY24, the industry and product upgradation. retail activation. and capability building as tools for
witnessed slower growth on a In addition, your Company career growth.
higher base. There was accelerated launched innovative new variants Technology investments
premiumisation of the industry on at multiple price points. Our We have taken rapid strides in Sustainability: Creating a better
account of continued price stability entry into the mainstream fortifying our manufacturing tomorrow
of large trademarks. The year also premium segment through capabilities by seamlessly Our commitment to sustainability
saw high price escalation of critical innovative launches is being ably transitioning to our new factory is evident in our responsible
raw materials such as tobacco leaf supported by actionable local with best-in-class machinery business practices and
and filters. A combination of these consumer insights. and quality standards. We are environmental initiatives
factors impacted your Company’s Portfolio deployment in each driving operational efficiency that have yielded tangible
performance in the short term. geography is another area of and aggressively striving for outcomes. We have increased
While total revenue for the year focus. We have expanded the improvements in asset utilisation our use of renewable energy
increased by 9.82% in FY24 over width of our portfolio across key which will partially offset and strengthened our efforts
FY23, our EBITDA witnessed a drop geographies, covering more price ongoing volatility in input raw to enhance energy efficiency.
of 10.02%. points and consumer segments. material costs. Our efforts have yielded a 3%
Several of our brands have reduction in total absolute
A strong plan is in place to recover
had strong regional presence Tobacco Leaf Business energy consumption, while
our growth momentum, through
historically - an opportunity exists Our tobacco leaf business has (*% of our overall electricity
strengthening our brand portfolio
to expand their footprint through registered an impressive growth consumption is through solar
and enhancing our performance in
innovation. As an example, the in FY (). Along with decades of energy. I am delighted to share
our core geographies. Our focus
footprint of our king size brand expertise in growing tobacco, that our Toopran facility was
remains on creating an innovation
Editions has increased from 3 our loyal farmer relationships honoured with the AWS ‘Gold
pipeline to drive our premium
states to over (& states over with deep involvement in the certification,’ a milestone we view
product portfolio while maintaining
the past year, with encouraging community and improved as a significant contribution to
our position in the existing popular
consumer response. marketing and customer servicing sustainable water management.
1( ANNUAL REPORT 2023-24 13

MD and CEO’s message

Our efforts have resulted in early comprising shareholders, like to express my heartfelt
achievement of our (&(% target consumers, employees, farmers, thank you to each and every
of reducing absolute total water factory workers, distributor employee of our organisation
consumption by %% and we have representatives, suppliers for the remarkable dedication
now achieved a 1(.%% reduction. and partners. We recognise and resilience exhibited during
the need to ensure best challenging times. By leveraging
We have expanded our
possible outcomes for all our our market standing and
community engagement through
stakeholders while navigating successfully implementing our
a variety of initiatives that span
evolving market dynamics and strategies, I am confident that we
rural development, healthcare
challenges of external business will not only return to our growth
and sanitation, education, and
environment. We will continue momentum but also accelerate
environmental sustainability.
to focus on executing our and create long-term value for
We are proud to announce that
strategies successfully to achieve our stakeholders.
we have been able to positively
sustainable growth, improve
impact of about 1 million lives in Thank you,
market share and strengthen
Telangana and Andhra Pradesh.
our brand portfolio. Aditya Deb Gooptu,
Managing Director & CEO
Way forward Finally, I extend my sincere
Our responsibility and our gratitude to the Board for their
source of inspiration is the VST invaluable guidance, expertise,
community and vast ecosystem and support and would also
Toopran Factory, Telangana Diwali gathering at HO
1) ANNUAL REPORT 2023-24 1%

In last 10 years, we have successfully
Strengthening created brands that captivate the hearts

and minds of consumers.
brand
Our commitment to brand excellence
is unwavering. We meticulously craft
products to delight consumers and
inspire loyalty, and stand the test of
portfolio
time. We are continuously expanding
our brand portfolio and investing in new
innovative launches in the mainstream
premium and emerging segments.
Amplifying our portfolio

Growth Heritage Brand Brand Launches in Recent Years
At VST Industries, we are not just a tobacco company; we are pioneers in
crafting a multi-faceted experience for our consumers. With our extensive
range of brands, we have positioned ourselves strategically to meet Charms Editions
As a brand spanning multiple Editions Trio offers an innovative
evolving consumer preferences. Embracing innovation and quality as generations and regions, Charms 3-in-1 flavour experience in
our guiding principles, we relentlessly challenge the status quo to reshape has been a reliable fixture in the a stylish super kings format.
Indian cigarette industry for many It is gaining traction among
the industry. years. The enduring loyalty of its young adult consumers seeking
customer base serves as proof of its a combination of flavor and
Our portfolio reflects our firm dedication committed to setting new standards to meeting the ever-evolving needs exceptional quality and has strong style. Editions Trio is currently
of our consumers. It comprises a collection of five dynamic brands, each with its unique essence and purpose. presence in key states-East & South. available in 22 states across the
Among them, two are New-Age Brands, embodying the spirit of contemporary preferences. The remaining three are country.
esteemed Growth Heritage Brands, carrying forward a legacy of excellence.
New-age brands Special

Special is known for its distinct
flavour and is popular in the
Total
Eastern parts of the country.
Total, our most vibrant brand over

the last decade is evidence of our
capacity to innovate and fulfil the
elevated experience sought by adult
consumers.
Moments
Moments presents a unique
combination of quality
Editions tobacco, taste and value
for money. It has a strong
Editions is your company’s first
presence in North India.
successful king size brand. Standing
for refinement and modernity, it has
a strong presence in South India and
now expanding pan India.
1" ANNUAL REPORT 2023-24 1'

Key performance indicators

Financial Non-financial
Revenue from Operations PAT CSR expenditure Consumer spend
(J in Crores) (J in Crores) (J in Crores) (J in Crores)
1,837.5 320.2 327.0 8.21 8.29 5,148 5,040

310.8 7.75 4,788 4,923
1,672.5 304.1 4,726
301.6
1,560.7 6.81
1,472.9
1,370.4
5.73
FY 20 FY 21 FY 22 FY 23 FY 24 FY 20 FY 21 FY 22 FY 23 FY 24 FY 20 FY 21 FY 22 FY 23 FY 24 FY 20 FY 21 FY 22 FY 23 FY 24
'."% 7.*% (7."%) (&.(%) 1.&% '.7% ().&%) 1.)%
Operational
Earnings per share Dividend per share Volumes
(J) (J) (Million cigarettes)
207.38 211.75 150.0 150.0 9,492

196.93 201.27
195.29 8,340 8,253
7,860 7,988
140.0
114.0
103.0
FY 20 FY 21 FY 22 FY 23 FY 24 FY 20 FY 21 FY 22 FY 23 FY 24 FY 20 FY 21 FY 22 FY 23 FY 24
(7."%) (&.(%) '.'% (3.(%) ().(%)

y-o-y growth %-year CAGR y-o-y growth %-year CAGR
(& ANNUAL REPORT 2023-24 (1

In an increasingly interconnected world,
Leveraging we recognise the transformative power
of digitalisation. We boldly embrace
digitalisation to drive cutting-edge technologies, harnessing
organisational
their potential to propel us into the
future. By staying ahead of the curve,
we leverage digital solutions to optimise
our operations, enhance customer
efficiency
experiences, and drive innovation
across our entire value chain. Through
digitalisation, we empower ourselves
and drive the culture of data based
decision making.
Value creation model

Sourcing
The tobacco leaf is pivotal to our manufacturing
FINANCIAL RESOURCES
Our strong financial performance allows us to
Industry Landscape THE VALUE WE CREATE
process. We directly source cured tobacco from persist in allocating funds to our key growth
our contracted farmers across Andhra Pradesh,
Telangana, Karnataka, Gujarat, and Maharashtra.
initiatives, fostering consistent and sustainable
revenue expansion. Consequently, we can
STRATEGIC PRIORITIES
H 1,)(,&)7 Lakhs
This sourcing supports both our domestic uphold a forward-looking dividend strategy. Enhancing equity of
Net revenue
operations and export activities. Additionally, Market expansion our brands
we procure FCV Andhra and Mysore tobaccos
through suppliers who participate in year-round 1,%)).1' Lakhs Driving volume and market Improving sames processes H 3&,(*1 Lakhs
auctions, aimed at meeting both domestic and Equity share capital
international demands.
share growth and sales effectiveness Total comprehensive income
A considerable proportion of our contracted
H 1'%.('
farmers are smallholders. In FY(), our farmer
MANUFACTURING AND OTHER ASSETS
network included 1&,7&& farmers across )1&
Earnings per share
villages. These long-term contracts not only secure
the livelihoods of these farmers but also enhance ( 7
the stability and resilience of our supply chain, Factories Regional offices ENABLERS
ensuring a reliable and consistent supply of high-
quality tobacco.
Research and People
H 1%&
To reach the end product stage, we require development development
Dividend per share
HUMAN RESOURCES
materials like paper and filter which are sourced
383 employees and 389 workmen who collaborate
from both domestic and international markets.
Operations
with a mindset geared towards growth to assist us
in accomplishing our mission. Quality control Digitisation
31.'%
The PMD or the Primary Manufacturing Division Return on capital employed
operations include the threshing of procured leaves
into stems and laminas. Then, the individual lines INTANGIBLE ASSETS
go through a blending phase where they are graded
while also going through series of mechanical
Our range of brands, pioneering product
development, and commendable workplace ethos STAKEHOLDER RELATIONSHIPS
17.(%
operations that include sieving, cutting and drying
EBIT
enable us to attain and maintain our position as
after which the blended lamina and stems are market leaders. People Consumers
treated and stored in humidified conditions.
The cut tobacco then heads towards Secondary &)

Manufacturing Division (SMD) operations that New products launched
involve making, packing, wrapping and parcelling.
Dealers Farmers
Off to markets
Our products are distributed to markets that
constitute more than "&% of India with the help
&(
of the top 1& cigarette
of our trusted distributors. Partners brands are owned by VST
The wholesale dealers and retailers are provided
with VST products by the distributors.
A segment of the unmanufactured tobacco is

exported to buyers in foreign markets.
() ANNUAL REPORT 2023-24 (%

Strategic priorities
At VST Industries, we are driven to build a stronger and more resilient
organisation. Our strategic priorities revolve around driving sustainable
growth and becoming an industry leader in products innovation. Through
our relentless pursuit of excellence, we are determined to surpass
expectations and achieve remarkable success.
Improving Sales
Enhancing A strong brand portfolio is most critical to deliver sustainable
Improving efficiency and effectiveness of our sales force
top & bottomline growth. We have upgraded our portfolio to
Processes remains a top priority. Digitisation, on the job training,
equity of our address the evolving needs of adult consumers.
product knowledge are some of the tools that have been
In addition, new product launches basis consumer relevant and Sales deployed to achieve this goal.
brands innovation remains a core priority.
Effectiveness
We have made significant progress in strengthening our

market presence, entering new markets and appealing to Driving volume
Market diverse customer segments. We stay strongly committed to grow our volume and market
and market share and have deployed multiple levers to achieve growth.
expansion By leveraging our robust distribution network and
implementing market specific strategies, we are well
positioned for sustained growth.
share growth
Industry Landscape
Ongoing investments in Digitalisation and Analytics

Through continued investments in digitisation in last four years, we have increasingly become a
data-driven organisation. Our critical data decision-making is driven by insights from analytics.
(* ANNUAL REPORT 2023-24 (7

At VST Industries, we firmly believe
Progressing that technology is the catalyst
for progress. We invest heavily in
towards a pioneering technologies that push
tech-driven
boundaries, disrupt industries, and
create new possibilities. From advanced
manufacturing processes to cutting-edge
research and development, we embrace
future
technology as a driving force behind
our growth. By harnessing innovation,
we unlock new opportunities, enhance
productivity and shape the future of
our industry.
Emphasis on the ESG Social

At VST, we recognise our critical role in creating a sustainable future. We
see addressing Environmental, Social, and Governance (ESG) factors as
both a responsibility and an opportunity to drive positive change. We
prioritise environmental stewardship, social responsibility, and strong
corporate governance for long-term success and stakeholder well-being.
Our comprehensive ESG framework encompasses operations, supply
chain, and engagement with employees, customers, and communities.
Key ESG highlights

J "(' Lakhs (,&&& 1(% 1* %,&&&
CSR expenditure Students solar lights Schools in Students benefitted
benefitted from installed in Telangana equipped from the Mid-day
solar rooftops Cherlapally Jail with solar rooftops meal initiative directly
Environment
3%& (&& 1,*&& 1,(&& *%&
Students benefitted Inmates school children students will Students
benefitted
directly from the benefitted benefit from encouraged to
from solar light
electric food van from the school the Hindi Maha take up arts,
installation
infrastructure Vidyalaya school sports, etc.
project project
Governance
&.)" ).)&
tCO(eq/million cigarettes GHG GJ/million cigarettes energy
intensity (Scope 1+() intensity
3.33 1.( MW
KL/million cigarettes
water intensity
Renewable energy capacity 17% %&%
Gender diversity in the Board of the Board is Independent

Emphasis on the ESG

VST’s strategic ESG pillars and identified material topics
Inclusive
Environment
growth
Sustainable operations Contributing to the UN SGDs
• Community
initiatives
Sustainable operations Contributing to the UN SGDs • Consumer

welfare
• Energy
• Littering
• Emissions
prevention
• Water
• Waste management
• Sustainable material
Sustainable
• Circular economy
agriculture
• Biodiversity
Care for people Contributing to the UN SGDs
• Farmer livelihood
Social • Climate resilience
• Water
• Waste management
Care for people Contributing to the UN SGDs
• Employment
Responsible
• Labour-management
governance Care for people Contributing to the UN SGDs
relations
• Business ethics
• Diverse and inclusive
environment • Regulatory compliance
• Responsible sourcing
• Training and education
• Innovation
• Human rights
• Policy and advocacy
• Health and safety
• Illicit tobacco
trade prevention

Emphasis on the ESG

ESG Roadmap 2030
Our commitment to sustainability and generating value for all stakeholders is redirected in our ESG goals.
We are dedicated to achieving excellence in every aspect of ESG, aiming to bring about positive change and
leave a lasting impact.
ESG Pillar Material Topic Targets for FY30 ESG Pillar Material Topic Targets for FY30
Sustainable Energy • %&% renewable energy in the overall energy mix Care for people Diverse and Promote an inclusive work environment by:
operations (subject to the regulatory environment) inclusive work
• Being an equal opportunity employer and providing equal
environment
• Aim to operate 1&&% of fleet (owned and third-party opportunity to all employees based on merit and ability
passenger vehicles) on electric vehicles by (&3&
• Provide inclusiveness training to management staff to
promote a work environment free from discrimination,
Emissions Carbon neutrality/offsetting: 1&&% carbon offset for
sexual harassment and undue biases in compensation,
VST’s operations (Scope 1+( emissions) by (&3&
training and employee benefits based on caste, religion,
Water Rainwater Harvesting Potential equivalent to over 3x disability, gender, sexual orientation, race, colour, ancestry,
the Net Water Consumption in own operations marital status, or affiliation with a political, religious, or
union organisation or majority/minority group
Waste • 1&&% of packaging to be reusable, recyclable, or
biodegradable by (&3& Employment Continue to invest in employee engagement and conduct
the employee engagement survey at regular intervals to
• 1&&% offsetting of plastic packaging (plastic neutrality) track for any course correction, track relevant KPIs for
through post-consumer plastic waste collection and the workforce
processing under Extended Producer Responsibility (EPR)
Health and Safety Zero accidents in own operations
ESG Pillar Material Topic Targets for FY30

Responsible Regulatory Continue to comply with applicable regulatory requirements
Sustainable Climate • 3&% of contracted farmers (for Talmari and Oriental crops) governance compliance
operations resilience to use drip irrigation by (&3&
• 3&% of crop protection agents used by contracted farmers
to be biofertiliser/biochemicals based by (&3&
• (&% improvement in soil organic matter by (&3& through
green manuring crops for better water-holding capacity
Farmer • We have zero tolerance towards child labour or forced

livelihood labour. We shall continue to have adequate measures in
place to identify and mitigate such risks within the leaf
supply chain
• We shall continue to ensure minimum legal wage is provided
to farm workers
• Implement mechanisation of field preparation and removal
of stubbles for 1&&% of the area under tobacco by (&3&
• Explore and implement mechanisation of other farm
operations (harvesting and plantation) for at least (&% of
tobacco area by (&3&

Cleaner tomorrow for a

sustainable future
At VST Industries, we remain committed to a cleaner future by investing Our energy consumption for the past three financial years Scope 1 and Scope 2 Mix
(%)
in renewable energy, greenhouse gas reduction, waste management Financial year
Direct energy
consumption (TJ)
Indirect energy
consumption (TJ)
Total energy
consumption (TJ)
programs, responsible water management, and stakeholder engagement, FY (&(3-() 1'.(% 1%.%7 3)."3
striving to lead in environmental sustainability. FY (&((-(3 1%.3( 1(.%3 (7."%

FY (&(1-(( 12.8 16.2 29 22
Our dedication to minimising our environmental impact and promoting sustainable practices is driven by our
responsibility as a corporate citizen and our genuine care for the planet and future generations. We adhere to We recognise our responsibility for all three categories of greenhouse
global best practices, including optimising renewable energy use, implementing energy-saving strategies, and gas emissions (Scope 1, Scope (, and Scope 3) resulting from our
operations and throughout the upstream and downstream value chain. &8
reducing emissions.
Currently, we are actively measuring and monitoring our Scope 1 and
Scope ( emissions. We are enhancing our data monitoring system to
Energy and Emissions consumption, while on-site Energy Consumption Mix prioritise relevant sources of Scope 3 emissions within our value chain
solar plants contributed ("% of (%) and intend to disclose our Scope 3 emissions in the future.
Management
We actively pursue various the energy needs. The rise in The table and graphs below illustrate the organisation’s greenhouse gas
renewable energy utilisation is FY 2(23-24
initiatives to ensure our operations emissions profile over the past three financial years:
are sustainable. We have attributed to the installation of Scope 1
an additional (&& KW solar plant, Total GHG
implemented energy conservation Financial year Scope 1 (tCO2e) Scope 2 (tCO2e)
emission (tCO2e)
measures in our manufacturing expanding our existing 1 MW solar Scope (
FY (&(3-() "'' 3,&'7 3,''*
facilities to reduce environmental capacity. This capacity increase 55 45
brings our total solar capacity to FY (&((-(3 *)( (,"1' 3,)*1
impact. Our sites are accredited with
ISO 1)&&1:(&1% for Environmental 1.( MW. FY (&(1-(( 762 3,559 4,321
Management Systems. We primarily
rely on two energy options for
our operations: FY 2(22-23 GHG Emissions (tCO2e)
Direct Energy – Fuels like natural AWS Certification
gas or diesel for our boiler room Categorisation of Direct Energy
VST Toopran facility has been awarded AWS Certification for
operations, Diesel generator Consumption by Type (%) 4,321
Water Stewardship (Gold Rating). This is a step forward in our
sets and on-site renewable sustainability endeavours. We are one of the few companies in
energy sources. India to be AWS certified. 3,996
3 3,461
45
Indirect energy – Electricity which is
purchased from utilities. 28 55
In FY(), we purchased grid
electricity accounted for )%% of the
69
total energy requirements.
Similarly, fossil fuels, including

FY 2(23-24
High-Speed Diesel (HSD) and
FY 2(23-24
Piped Natural Gas (PNG), Direct
accounted for approximately PNG RE (Solar Energy)
7(% of the total direct energy Indirect
HSD
FY 22 FY 23 FY 24
3* ANNUAL REPORT 2023-24 37

Foundations of teamwork,
growth, responsibility The Head of HR collaborates closely with the Managing Director and Chief Executive Officer to shape our
Human Capital strategy. The Corporate Executive Committee (CEC), under the leadership of the Managing
Director, is responsible for finalising and executing these strategies.
At VST Industries, we believe that the strength and success of any
organisation lies in its people. We invest in employee development to The trio of elements within our Human Capital Strategy that will facilitate in fulfilling our pledge are:
build a culture that cultivates harmony among employees, harnessing

the best in individuals in their respective roles.
Capability & Talent Employee Communication Driving Performance Culture
• Strengthen leadership at and Connect • Robust performance
Our goal is to enrich lives, create value in every internal and external transaction, and build the
all levels • Recognition programmes management process
organisation from the ground up to deliver sustainable growth and success for a brighter tomorrow.
• Succession plans for • Employee engagement • Sales incentive programme
critical roles and wellness - instilling competitive spirit
among teams
• Capability • Focus on diversity
development strategy • Attracting right talent
• Strengthen employer
• Enhance the sales brand-building • Performance orientation through
team’s capability to regular feedback and tracking
utilise digitisation progress against KRAs
Material Topic Targets for FY30
Diverse and Diversity and inclusion are at the Additionally, we actively support
inclusive work forefront of our organisation’s values. individuals from diverse backgrounds,
environment We foster an open culture that ensuring they have the necessary
promotes equal opportunities for career resources and opportunities to
advancement and development. participate fully in the decision-
making processes.
Employment Maintain ongoing investments in employee engagement and regularly

People-First Empowerment At VST, every employee brings a Our culture embraces traits
calibrate employee satisfaction, allowing for adjustments as needed.
unique perspective and approach, that drive collaboration,
Approach Monitor key performance indicators (KPIs) relevant to the workforce to
contributing to our Company’s empowerment, and ownership at
We believe that a personalised ensure alignment with organisational goals.
success. We are instilling a all levels, fostering growth with
approach goes beyond a one-size-
vibrant and well-balanced culture purpose and uniting us under the
fits-all model. We are creating
by leveraging each individual’s power of One VST.
an environment of recognition,
strengths, enriched by diverse
respect and empowerment Health and Safety Successfully maintaining a zero-accident record in operations.
thoughts, ideas, and actions.
by valuing each employee’s
individuality and offering
customised growth opportunities.

Foundations of teamwork,
growth, responsibility
Enhancing Capabilities for We have made significant Highlights include building and Innovation
Continuous Improvement progress in capability building strengthening talent at all levels, We promote commitment to innovation by
We have established a culture that and talent development, offering development centres, employee creating a culture that celebrates creativity
nurtures our employees’ personal opportunities for employees potential development programs, and rewards experimentation through our
and professional development to enhance their business skills and focused leadership roadmap recognition programmes.
through comprehensive training and foster well-rounded growth. for future preparedness.
We encourage employees to explore new
programmes, workshops, and ideas with the resources, freedom, and
skill-building initiatives. We support to turn concepts into reality. We
empower them to reach their full also embrace a mindset that views failure
potential and achieve their career as a valuable learning opportunity and
goals. Our comprehensive L&D fuels improvement.
structure enables our team to
achieve their professional goals
and contribute meaningfully to
our organisation.
Problem-solving Skills
We help our employees develop problem-solving skills through targeted training. We empower individuals to
face challenges confidently, building their ability to overcome obstacles and foster a collaborative environment
that leverage diverse perspectives to drive innovative solutions that push beyond conventional limits.
Our employee base as of 31st March, 2(24 is 772 which includes both permanent employees and workers.
Employee-Worker Classification Gender Diversity Employee Categorisation

(%) (%) (%)
Reward & Recognition innovation and promotes loyalty.
At VST Industries, recognition Our Gold Star Recognition 2.5 2.5
is a core part of our culture. program highlights desired
We celebrate team successes behaviours, awards employees 4
and individual efforts through quarterly and communicates
various measures that drive their achievements across 22
collective success. By valuing the organisation. 50 50 96 &3
employee contributions, we
facilitate a positive, motivating
work environment that inspires
Junior management
Permanent employees Female
Middle management
Permanent workers Male Senior management
Executive management
)& ANNUAL REPORT 2023-24 )1

Empowering Change
through our CSR vision
At VST Industries, our CSR initiatives are integral to our values and ethos.
Our CSR vision aligns with our business goals to create tangible differences
for individuals and communities by addressing relevant environmental
issues for a more equitable and sustainable future for all.
Together, with our employees, stakeholders, and partners, we are committed to driving positive change
and impact. Through our CSR vision of ‘Empowering Change’, we seek to inspire others and be a catalyst for
transformative social and environmental progress.
CSR Focus Areas
Skill Development Programme Swachh Ghar Mission Project Gyandeep

• Training rural women • Household toilet construction • Providing infrastructural
Thematic Areas identified
for self-sustenance – support for schools – benches,
• Creating awareness of safe We prioritise social well-being and contribution to the community through our Corporate Social Responsibility
Women Entrepreneurs classrooms, etc.
hygiene habits Policy. We actively participate in social initiatives that advocate for inclusive development, concentrating on the
• Vocational skill training following key areas:
programme for youth
Menstrual Hygiene Providing Medical Support Nutrition Support Health and Sanitation Education & Sports Rural Development Environment &
• Awareness of menstrual • Partner with NGOs/private • Feed underprivileged children • Facilitate • Education support • Women farmer Sustainability
hygiene and usage of cotton hospitals to address healthcare (Mid-day meals) government health through infrastructure self-help groups • Solar energy solutions
sanitary pads for women challenges in the villages insurance coverage for schools, mobile for irrigation pumps,
• Farmer training
libraries and street lights, Primary
• Health screening on modern
IT infrastructure Health Care Centres
camps and referral farming techniques
and Schools
linkages with hospitals • Mid-day meals
Sustainability • Vocational training to
for students
• Projects promoting • Toilet Construction youth for employment
sustainability, e.g. • Sponsor sports
• Training on personal
I "(' Lakhs
solar panels in villages, activities representing
1 Million
hygiene and menstrual
schools, etc. lives the nation
cycle hygiene
• Projects promoting
CSR expenditure Benefitted through our
wildlife conservation during FY() CSR programmes
)( ANNUAL REPORT 2023-24 )3

Empowering Change
Health and Sanitation Promoting Education School Infrastructure Rural Development

We made significant strides in
improving community well-being
essential services to residents.
We also collaborated with L.V.
%7% In FY(), we launched
programmes focused on
We upgraded the infrastructure
at a government school near
We sponsored skill-building
programmes for women
through our Health and Sanitation Prasad Eye Hospital to organise Household toilets were promoting education and Brahmanpally Village, Toopran entrepreneurs in villages of
Project in FY(). In Kurnool, eye care camps, addressing eye constructed in ) villages vocational skills, particularly for Mandal, Medak District, by adding Kurnool. We supported women’s
Telangana, we constructed health needs. Additionally, we during FY() children, women, senior citizens, three new classrooms, improving entrepreneurship and menstrual
household toilets, enhancing sponsored a Mobile Medical Unit and specially-abled individuals. the learning environment for hygiene initiatives in Undavelly
sanitation and hygiene. In (ambulance) in the villages of a brighter future. Additionally, Mandal, Jogulamba Gadwal
Toopran, Hyderabad, our
partnership with the Red Cross
Kurnool to ensure prompt and
effective healthcare response and ',1&& we sponsored the construction
of a new building at Hindi Maha
District, Telangana, with training
on reusable cloth pads, stitching,
Society facilitated impactful improve healthcare accessibility in Household toilets have Vidyalaya School in Vidyanagar, and menstrual hygiene through
healthcare camps, delivering the region. been constructed in 3' Hyderabad. We also supported the Naari Shakti project as part of
villages till date Devnar School for the Blind in our rural development efforts.
Hyderabad by providing six Braille
printing machines, enhancing
educational opportunities for
visually impaired students.
)) ANNUAL REPORT 2023-24 )%

Empowering Change
Environmental Sustainability
We contributed to environmental
sustainability by installing 1(%
solar street lights in Cherlapally
Central Jail, addressing the crucial
need for continuous power
supply within the jail campus and
enhancing safety and convenience
for the inmates. We also
sponsored two electric vehicles
for M/s Akshaya Patra Foundation
and M/s Devnar School for the
Blind to support their services for
children in Hyderabad.
3%&
Students benefitted
directly from the electric
food van
Mid-day Meals
*,%)( 1,(&&
Nutrition for Schoolchildren
We provided mid-day meals
Students benefitted from
the mid-day meal initiative
Students will benefit from
the Hindi Maha Vidyalaya
(&&
in government schools and school project Inmates benefitted from
Anganwadis in Medak district, solar light installation
Hyderabad, contributing to
1,*&& *%&
eliminating classroom hunger,
ensuring children have access to
nutritious meals, and supporting
their overall development
School children benefitted
from the school
Students encouraged to
take up arts, sports, etc.
(,&&& 1(% 1* Schools
and education. Students benefitted from Solar streetlights installed in Telangana were equipped
infrastructure project
solar rooftops with solar rooftops
)* ANNUAL REPORT 2023-24 )7

Ensuring ESG-compliant
Governance
Our ESG governance feedback to the Corporate oversees the monitoring of ESG
At VST Industries, we are fiercely committed to upholding the highest standards of Environmental, Social,
We have implemented a three- ESG committee. Key Performance Indicators
and Governance (ESG) principles. We firmly believe that responsible and sustainable business practices are an
tiered ESG governance framework (KPIs), conducts performance
obligation we owe to our planet, our stakeholders, and future generations. • ESG Strategy Committee:
at the Board, corporate, and evaluations specific to the unit’s
Headed by our Managing
unit levels. ESG efforts, and manages the
Director & CEO, this committee
implementation and monitoring
• Corporate Social Responsibility is responsible for formulating
Environmental responsibility Governance excellence of projects.
(CSR) and Environmental, the ESG strategy, conducting
We are committed to We have set high standards our stakeholders’ expectations. Social, and Governance (ESG) a comprehensive performance • The execution of our
addressing the pressing and hold ourselves accountable We continuously monitor and Committee: This committee evaluation, offering strategic comprehensive ESG strategy
environmental challenges our to the strictest levels of assess our internal processes operates at the Board level and is updates, and providing and the preparation of reports
world faces. Our governance transparency, integrity, and through rigorous audits, risk led by an Independent Director. operational direction. are overseen by our Company
practices focus on minimising ethical conduct. Our governance assessments, and robust Its role includes assessing Secretary, who directly reports
• ESG Council: At the unit
our ecological footprint. We framework ensures that internal controls. performance, offering strategic to the Managing Director & CEO.
level, this committee, led by
actively implement eco- decisions are fair and align with guidance, and providing essential
the respective unit heads,
friendly policies and adopt
innovative technologies
to reduce waste, conserve
resources, and combat Social impact
climate change.
We champion inclusivity, our employees. We also actively Our board diversity Board independence
diversity, and respect within engage with local communities, (%) (%)
our organisation, creating a supporting initiatives that
workplace where everyone improve education, healthcare,
Stakeholder engagement feels valued and empowered. and social well-being, 1&
We prioritise the well-being, creating positive long-term
Stakeholder engagement
safety, and personal growth of social change. 50 50
is vital to our governance
practices, enabling us to make
well-informed decisions that 83
align with their interests and
expectations. We actively Constant advancement
engage with our stakeholders,
valuing their perspectives, We are always looking to improve, aiming higher and exceeding
Male Independent Directors
concerns, and feedback. We industry standards by staying updated on ESG trends and regulations
forge strong partnerships and adapting. We are committed to evolving and innovating to Female Non-independent Directors
with our shareholders, ensure a sustainable future for everyone.
employees, customers,
suppliers, and communities.
17% %&%
Gender diversity in Proportion of the Board
the Board is Independent
)" ANNUAL REPORT 2023-24 )'

Corporate Information
BOARD OF DIRECTORS RISK MANAGEMENT COMMITTEE
Naresh Kumar Sethi Sudip Bandyopadhyay Chairman
Chairman Rama Bijapurkar Member
(DIN &"('*)"*) Naresh Kumar Sethi Member
S. Thirumalai Member
Aditya Deb Gooptu Aditya Deb Gooptu Member
Managing Director & CEO Kalyan Basu Management Member
(DIN &7")'1&)) Anish Gupta Management Member
S. Thirumalai S. Sriram Management Member
Non-Executive Director
CORPORATE EXECUTIVE COMMITTEE
(DIN &&&11"'')
Aditya Deb Gooptu Managing Director & CEO
Rama Bijapurkar
Sanjay Wali Chief Operating Officer
Independent Non-Executive Director
Ajay Chaudhary Vice President
(DIN &&&&1"3%)
Digital Transformation
Sudip Bandyopadhyay Amit Arora Chief Human
Independent Non-Executive Director Resource Officer
Statutory Reports
(DIN &&&&73"()
Anish Gupta Chief Financial Officer
Rajiv Gulati Kalyan Basu President-Marketing
Independent Non-Executive Director T. Lakshmi Narasaiah Vice President-Leaf
52-149
(DIN &*"(&**3)
Phani K. Mangipudi Company Secretary & Vice
BOARD COMMITTEES President-Legal
& Secretarial
AUDIT COMMITTEE S. Sriram Vice President-Technical
Sudip Bandyopadhyay Chairman
Tarun Malhotra Vice President-Marketing
Rama Bijapurkar Member
Rajiv Gulati Member
AUDITORS
BSR & ASSOCIATES LLP
STAKEHOLDERS RELATIONSHIP COMMITTEE Chartered Accountants
Rama Bijapurkar Chairperson Hyderabad – %&& &3)
Rajiv Gulati Member
Naresh Kumar Sethi Member REGISTERED OFFICE
S. Thirumalai Member PLANT LOCATIONS
Aditya Deb Gooptu Member 1-7-1&*3/1&*% Survey No.(""/("'
Azamabad, Muppireddy Palli,
NOMINATION AND REMUNERATION COMMITTEE Hyderabad – %&& &(& Toopran, Medak
Rama Bijapurkar Chairperson
Financial Statements
Telangana Telangana
Rajiv Gulati Member
Sudip Bandyopadhyay Member REGISTRAR & SHARE TRANSFER AGENTS
Naresh Kumar Sethi Member KFin Technologies Ltd.
150-202
Selenium Tower B, Plot No.31 & 3(
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Financial District, Nanakramguda,
Rajiv Gulati Chairman
Serilingampally, Gachibowli
Rama Bijapurkar Member
Hyderabad – %&& &3(, Telangana
Naresh Kumar Sethi Member
Phone : +'1 )& *71* ((((
E-mail : einward.ris@kfintech.com
Aditya Deb Gooptu Member
Website : www.kfintech.com
%&
NOTICE H1&&,&&,&&,&&&/- (Rupees One Hundred Crores)

divided into 1&,&&,&&,&&& (Ten Crores) Equity shares
time being into several classes and to attach thereto
respectively preferential, qualified or special rights,
of H1&/- (Rupees Ten) each.” privileges or conditions including as to voting and to
NOTICE is hereby given that the Ninety third Annual retire by rotation, to hold office for a term of five vary, modify, or abrogate the same in such manner
RESOLVED FURTHER THAT for the purpose of giving
General Meeting of VST INDUSTRIES LIMITED will be years on the Board of the Company commencing as may be permitted by the Act or as may for time to
effect to this resolution, the Board be and is hereby
held on Thursday, 29thAugust, 2024 at 11.&& A.M. (IST) from 1st July, (&() up to 3&th June, (&(' (both days time being be provided for by these presents and the
authorized do all such acts, deeds, things and matters
through Video Conference (VC)/Other Audio Visual inclusive) .” Articles of Association of the Company.”
as it may in its absolute discretion deem necessary,
Means (OAVM) for transacting the following business: proper, or desirable and further to do all such acts, RESOLVED FURTHER THAT for the purpose of giving
RESOLVED FURTHER THAT pursuant to the
provisions of Sections 1)', 1'7 and other applicable deeds and things and to execute all documents and effect to this resolution, the Board be and is hereby
ORDINARY BUSINESS provisions of the Act read with the Rules made writings as may be necessary, proper, desirable or authorized do all such acts, deeds, things and matters
1. To receive, consider and adopt the Audited Financial thereunder and Regulation 17(*) of the Listing expedient to give effect to this resolution.” as it may in its absolute discretion deem necessary,
Statements of the Company for the financial year Regulations, Mr. Rajeev Bakshi (DIN: &&&))*(1), be proper, or desirable and further to do all such acts,
ended 31st March, (&(), and the Reports of the Board paid such fees and remuneration and profit-related INCREASE IN AUTHORISED SHARE CAPITAL deeds and things and to execute all documents and
of Directors and Auditors thereon. commission as the Board may approve from time to writings as may be necessary, proper, desirable or
AND AMENDMENT TO CAPITAL CLAUSE OF THE
time and subject to such limits prescribed from time expedient to give effect to this resolution.”
(. To declare a final Dividend of H1%&/- per Equity Share MEMORANDUM OF ASSOCIATION
for the financial year ended 31st March, (&(). to time.
*. To consider and if thought fit, to pass, with or
TO CONSIDER AND APPROVE ALTERATION OF
3. To appoint a Director in place of Mr. Naresh Kumar RESOLVED FURTHER THAT the Board be and is without modification(s), the following Resolution as
hereby authorized to delegate all or any of the an Ordinary Resolution: ARTICLES OF COMPANY WITH RESPECT TO
Sethi [DIN: &"('*)"*] who retires by rotation and
being eligible, offers himself for re-appointment. powers to any committee of directors with power CHANGES IN CAPITAL CLAUSE
“RESOLVED THAT pursuant to the provisions of
to further delegate to or any other Officer(s) / 7. To consider and if thought fit, to pass the following
Section 13, *1 and other applicable provisions,
Authorized Representative(s) of the Company to do Resolution as a Special Resolution:
SPECIAL BUSINESS if any, of the Companies Act, (&13 read with the
all acts, deeds and things and take all such steps as
Rules framed thereunder, including any statutory “RESOLVED THAT pursuant to the provisions of
APPOINTMENT OF INDEPENDENT DIRECTOR may be necessary, proper or expedient to give effect
modification(s) or re-enactment(s) thereof, and Section 1) of Companies Act, (&13 and other
). To consider and, if thought fit, to pass with or to this resolution.
other provisions of Memorandum and Articles of applicable provisions, if any, of the Act (including
without modification(s), the following Resolution as Association of the Company, consent of the Members any statutory modification(s) or re-enactment(s)
a Special Resolution: RECLASSIFICATION OF AUTHORISED SHARE CAPITAL be and is hereby accorded to increase the Ordinary thereof), the Articles of Association be amended
%. To consider, and if thought fit, to pass, with or Equity Shares in the authorised share capital of by deletion of the existing Article % and substituting
“RESOLVED THAT pursuant to the provisions
without modifications, the following resolution as a the Company from H1&&,&&,&&,&&&/- (Rupees One therefor with the following:
of Sections 1)', 1%&, 1%( read with Schedule IV
Special Resolution: hundred Crores) divided into 1&,&&,&&,&&& (Ten
and other applicable provisions, if any, of the 5. The Authorised Share Capital of the Company
Companies Act, (&13 (“the Act”) and the Rules made “RESOLVED THAT pursuant to the provisions Crores) Equity Shares of H1&/- (Rupees Ten) each to
shall be such amount as may be set out in the
thereunder and applicable provisions of Securities of Sections 13, *1, *) and all other applicable H17&,&&,&&,&&/- (Rupees One Hundred and Seventy
Memorandum of Association of the Company.”
and Exchange Board of India (Listing Obligations provisions, if any, of the Companies Act, (&13 (along Crores) divided into 17,&&,&&,&&& (Seventeen Crores)
and Disclosure Requirements) Regulations, (&1% with any Rules thereunder, including any statutory Equity Shares of H1&/- (Rupees Ten) each, by creation RESOLVED FURTHER THAT for the purpose of giving
(“Listing Regulations”), [including any statutory modification(s) or re-enactment thereof for time of additional 7,&&,&&,&&& (Seven Crores) equity effect to this Resolution, the Board be and is hereby
modification(s) or re-enactment(s) thereof for being in force) (“the Act”), and the Memorandum shares of H1&/- (Rupees Ten) each ranking paripassu authorized do all such acts, deeds, things and matters
the time being in force], Mr. Rajeev Bakshi (DIN : and Articles of Association of the Company, as with the existing Equity Shares. as it may in its absolute discretion deem necessary,
&&&))*(1), who was appointed by the Board of agreed to by the Board of Directors of the Company proper, or desirable and further to do all such acts,
RESOLVED FURTHER THAT Capital Clause (Clause %)
Directors, based on the recommendation of the (hereinafter referred to as the “Board” which term deeds and things and to execute all documents and
of the Memorandum of Association of the Company
Nomination and Remuneration Committee as an shall be deemed to include any committee and sub- writings as may be necessary, proper, desirable or
be and is hereby altered by substituting with the
Additional Non-executive Director under Section committee which the Board may have constituted expedient to give effect to this resolution.”
following Clause:
1*1(1) of the Act, designated as an Independent or shall hereinafter constitute to exercise its powers
Director, who has given his consent along with including the powers conferred by this resolution), %. The Authorised Share Capital of the Company is TO CAPITALIZE RESERVES OF THE COMPANY
a declaration that he meets the criteria for consent of the Members of the Company be and H17&,&&,&&,&&&/- (Rupees One Hundred Seventy AND TO ISSUE BONUS EQUITY SHARES
independence under Section 1)'(*) of the Act and is hereby accorded to re-classify the existing Crores) divided into 17,&&,&&,&&& (Seventeen ". To consider and if thought fit, to pass, the following
Regulation 1*(1)(b) of the Listing Regulations and authorized share capital of the Company being Crores) Equity Shares of H1&/- (Rupees Ten) each, Resolution as an Ordinary Resolution:
in respect of whom the Company has received a H1&&,&&,&&,&&&/- (Rupees One Hundred Crores) with power to classify or reclassify, increase or
reduce such capital from time to time and power to “RESOLVED THAT in accordance with the provisions
Notice in writing from a Member under Section divided into %,&&,&&,&&& (Five Crores) Equity shares
divide the shares in the capital in accordance with of Section *3 and all other applicable provisions of
1*&(1) of the Act proposing his candidature for the of H1&/- (Rupees Ten) each, and %&,&&,&&& (Fifty
the Regulations of the Company and the legislative the Companies Act, (&13, read with Rule 1) of the
office of Director, be and is hereby appointed as an Lakhs) Preference Shares of H1&&/- (Rupees One
provisions for the time being in force in this behalf Companies (Share Capital and Debentures) Rules,
Independent Director of the Company not liable to hundred only) each to -
and with the power to divide the share capital for the (&1), Article 1(' of the Articles of Association
%( ANNUAL REPORT 2023-24 %3

of the Company and recommendation of the RESOLVED FURTHER THAT no letter of allotment NOTES: %. Members may note that the VC/OAVM provided
Board of Directors and subject to Regulations and shall be issued to the allottees, and in the case of 1. Ministry of Corporate Affairs (“MCA”) vide its Circular by KFintech allows participation of at least 1&&&
guidelines issued by the SEBI (Issue of Capital and Members who hold equity shares in dematerialized No. '/(&(3 dated September (%, (&(3 (In continuation Members on a first-come-first-serve basis. The
Disclosure Requirements) Regulations, (&1" (“the form, the Bonus Equity Shares shall be credited to the with the Circulars issued earlier in this regard) (“MCA large shareholders (i.e. shareholders holding (% or
ICDR Regulations”), the SEBI (Listing Obligations respective beneficiary accounts of the Members with Circulars”) has allowed conducting Annual General more shareholding), promoters/promoter group,
and Disclosure Requirements) Regulations, (&1% their respective Depository Participant(s) and in the Meeting (AGM) through Video Conferencing (VC) institutional investors, Directors, Key Managerial
(“Listing Regulations”), the Foreign Exchange case of Members who hold equity shares in physical or Other Audio-Visual Means (OAVM) without the Personnel, the Chairpersons of the Audit Committee,
Management Act, 1''' (including any statutory form, the Bonus Equity Shares shall be allotted in physical presence of Members at a common venue Nomination & Remuneration Committee and
modification(s) or re-enactment(s) thereof, for the compliance with the guidelines issued by SEBI. till September 3&, (&(). The MCA Circulars prescribe Stakeholders Relationship Committee, Auditors,
time being in force) and other applicable regulations, the procedures and manner of conducting the AGM etc. can attend the AGM without any restriction on
RESOLVED FURTHER THAT the allotment of new
rules and guidelines issued by SEBI and the Reserve through VC/OAVM. In compliance with the applicable account of first-come-first-serve principle.
Equity Bonus Shares to the extent that they relate to
Bank of India (“RBI”) from time to time, and subject to provisions of the Act and MCA Circulars, the '3rd
non-resident [including Non-Resident Indians (NRIs), *. Members attending the AGM through VC/OAVM
such approvals, consents, permissions, conditions AGM of the Members will be held through VC/OAVM.
Overseas Citizen of India, Overseas Corporate Bodies shall be counted for the purpose of reckoning the
and sanctions as may be necessary from appropriate Hence, Members can attend and participate in the
(OCBs), Foreign Portfolio Investors (FPIs) and other quorum under Section 1&3 of the Act.
authorities and modifications, if any, as may be AGM through VC/OAVM only. Since this AGM is being
foreign investors] Members of the Company, shall be
specified while according such approvals, consent of held through VC/OAVM the physical attendance 7. The Register of Members of the Company remained
subject to the approval, if any, of the Reserve Bank of
the Members be and is hereby accorded to the Board of Members is dispensed with. As the AGM would closed from Saturday, 1%th June, (&() to Friday, (1st
India under the Foreign Exchange Management Act,
of Directors of the Company (‘the Board’), which term be conducted through VC/OAVM, the facility for June, (&() (both days inclusive) for payment of
1''', as amended or any other Regulatory authority,
shall include any Committee authorised by the Board appointment of Proxy by the Members is not available dividend, if declared.
if any, as may be deemed necessary.
to exercise its powers including powers conferred for this AGM. Hence, the Proxy Form and Attendance Dividend, if declared, will be paid within 3& days
on the Board by this resolution for capitalization of a RESOLVED FURTHER THAT the Board be and is Slip including Route Map are not annexed to this from the date of the AGM to those Members whose
sum of H1,%),)1,'(,&&&/- [Rupees One Hundred Fifty hereby authorized to take necessary steps for listing Notice. The deemed venue for the Ninety Third AGM names appear in the Register of Members of the
Four Crores Forty One Lakhs Ninety Two Thousand] of the Bonus Equity Shares so allotted on the Stock shall be the Registered Office of the Company. Company on 1)th June, (&() or to their mandatees,
standing to the credit of the General reserves and/ Exchanges where the securities of the Company are
(. Corporate Members are requested to send a duly subject however to the provisions of Section 1(*
or Retained earnings of the Company as determined listed as per the Listing Regulations, as amended and
certified copy of the Board Resolution pursuant to of the Companies Act, (&13 or any amendment
by the Board as may be necessary, for the purpose other applicable laws, rules, regulations and guidelines.
Section 113 of the Companies Act, (&13 authorising thereto or re-enactment thereof. In respect of
of issue of Bonus Equity Shares in the proportion of
RESOLVED FURTHER THAT for the purpose of giving their representative to attend the AGM through dematerialised shares the dividend will be payable
viz., 1& [Ten] new fully paid-up equity shares of H1&/-
effect to this resolution, the Board including any VC/OAVM on their behalf and vote through remote on the basis of beneficial ownership as on 1)th June,
(Rupees Ten) each for every 1 [One] existing fully
Committee of the Board, be and is hereby authorised e-voting. The Resolution shall be sent to the (&(), as per details furnished by National Securities
paid-up equity share of H1&/- (Rupees Ten) each to
to do all such acts, deeds, matters and things and Scrutinizer by email through its registered email Depository Limited (NSDL) and Central Depository
the eligible Members of the Company whose names
to give such directions as may be necessary, proper, address to saravana1&1%@gmail.com with a copy Services (India) Limited (CDSL) for this purpose.
appear in the Register of Members of the Company/
expedient or desirable and to settle any question, marked to evoting@kfintech.com.
List of Beneficial Owners as received from the SEBI vide Master Circular No.SEBI/HO/MIRSD/
difficulty or doubt that may arise in this regard as the
National Securities Depository Limited (NSDL) and 3. M/s. KFin Technologies Limited (KFintech) will be POD-1/P/COR/(&()/37 dated 7th May, (&() has
Board in its absolute discretion may deem necessary
Central Depository Services (India) Limited (CDSL) providing facility for voting through remote e-voting, mandated that with effect from 1st April, (&()
or desirable and its decision shall be final and binding.
on the ‘Record Date’ to be determined by the Board for participation in the Ninety Third AGM through dividend to Members who are holding shares in
for this purpose, and that the new Bonus Equity RESOLVED FURTHER THAT the Board, be and is VC/OAVM and e-voting during the AGM. physical form shall be paid only through electronic
Shares so issued and allotted shall, for all purposes, hereby authorized to delegate all or any of the mode. Such payment shall be made only after the
be treated as an increase in the Nominal amount powers conferred by this resolution to Committee(s) ). Members may join the Ninety Third AGM through Members furnish their PAN, contact details (postal
of Share Capital of the Company held by each such or any other Director(s), Company Secretary or any VC/OAVM by following the procedure which shall address with PIN and mobile number), bank account
Member, and not as income of Members. other Officer(s) of the Company to give effect to the be kept open for the Members from 1&.)% a.m. i.e. details and specimen signature (‘KYC’) and choice
foregoing resolution, with power to such Committee(s) 1% minutes before the time scheduled to start the of Nomination. Further, relevant FAQs published
RESOLVED FURTHER THAT all such new Bonus AGM and the Company may close the window for
to further delegate all or any of its powers.” by SEBI In on its website can be viewed at the link:
Equity Shares as and when allotted shall rank pari joining the VC/OAVM 1% minutes after the scheduled https://www.sebi.gov.in/sebi_data/faqfiles/jan-
passu and carry the same rights with the existing By Order of the Board time to start the Ninety Third AGM. The detailed (&()/17&))33")33%'.pdf As per the aforesaid SEBI
equity shares of the Company in all respects. Phani K Mangipudi instructions for participating in the Ninety Third Circular, Members holding shares in physical form
Company Secretary & AGM through VC/OAVM are given as a separate
RESOLVED FURTHER THAT the Bonus Equity Shares may note that any future dividend payable against
Vice President-Legal & Secretarial attachment to this Notice.
so allotted shall always be subject to the terms their shareholding would be withheld if their KYC and
ACS 17%%7
and conditions contained in the Memorandum and choice of Nomination are not updated with the RTA.
Dated this (%thday of July, (&()
Articles of Association of the Company.
Hyderabad
%) ANNUAL REPORT 2023-24 %%

Members holding shares in physical form are about these folios to enable consolidation of all such votes electronically on all items of business set forth Company’s website www.vsthyd.com, and websites
requested to furnish Form ISR-1, Form ISR-( and SH- shareholdings into one folio. in this Notice. The detailed instructions for e-voting of the Stock Exchanges i.e. BSE Limited and National
13 (available on the Company’s website at https:// are given separately to this Notice. Members who Stock Exchange of India Limited at www.bseindia.com
11. Members holding shares in single name and physical
www.vsthyd.com) to update KYC and choice of have cast their vote by remote e-voting prior to the and www.nseindia.com respectively.
form are advised to make nomination in respect of
Nomination (in case the same are not already Ninety Third AGM may also participate in the AGM
their shareholding in the Company. The Nomination 17. TDS ON DIVIDEND
updated), to KFin Technologies Limited (‘KFintech’), through VC/OAVM but shall not be entitled to cast
Form SH-13 prescribed under the Companies Act,
Selenium Tower B, Plot Nos. 31 & 3(, Financial their vote again. Only those Members, who will be Pursuant to Finance Act (&(&, dividend income will
(&13 can be obtained from the Registrar and Share
District, Nanakramguda, Serilingampally, Hyderabad present in the Ninety Third AGM through VC/OAVM be taxable in the hands of the Members w.e.f. 1st
Transfer Agent or can be downloaded from the
- %&& &3( who are the Company’s Registrar and and have not cast their vote on the Resolutions April, (&(& and the Company is required to deduct
Company’s website www.vsthyd.com.
Share Transfer Agents. Alternatively, Members through remote e-voting and are otherwise not tax at source from dividend paid to Members at the
may send their documents by email to KFintech at 1(. Members are requested to refer to the “Shareholder barred from doing so, shall be eligible to vote prescribed rates. For the prescribed rates for various
einward.ris@kfintech.com or upload on their Referencer” of the Report on Corporate Governance through e-voting system in the AGM by following the categories, the shareholders are requested to refer
webportal https://www.kfintech.com provided in which inter-alia contains details regarding unclaimed same procedure as in the remote e-voting. to the Finance Act, (&(& and amendments thereof.
both cases the documents furnished shall have dividend. Members wishing to claim dividends that The shareholders are requested to update their
Voting rights will be reckoned on the paid-up value
digital signature of the holders. remain unclaimed are requested to correspond with PAN with the Company/ RTA (in case of shares held
of the shares registered in the name of the Members
the Registrar and Share Transfer Agents as mentioned in physical mode) and DP (in case of shares held in
Similarly, Members holding shares in demat mode on ((nd August, (&() (cut-off date). Only those
above, or the Company Secretary, at the Company’s demat mode).
are requested to update their details with the Members whose names are recorded in the Register
registered office. Members are requested to note
depository participants. of Members of the Company or in the Register of A Resident individual shareholder with PAN and
that dividends that are not claimed within seven
Beneficial Owners maintained by the Depositories who is not liable to pay income tax can submit a
". Brief profile of the Directors proposed to be years from the date of transfer to the Company’s
as on the cut-off date will be entitled to cast their yearly declaration in Form No.1%G/1%H, to avail the
reappointed is given towards the end of this unclaimed dividend account, will, as per Section
votes by remote e-votng or e-voting during the AGM. benefit of non-deduction of tax at sorce by email to
Notice pursuant to Regulation 3*(3) of the Listing 1() of the Companies Act, (&13, be transferred to
Those who are not Members on the cut-off date einward.ris@kfintech.com by 11.%' p.m. on 1)th
Regulations and Secretarial Standard issued by the Investor Education and Protection Fund (IEPF).
should accordingly treat this Notice for information June, (&(). Members are requested to note that in
Institute of Company Secretaries of India. None of Shares on which dividend remains unclaimed for
purpose only. case their PAN is not registered or having invalid
the directors is related to one another. seven consecutive years will also be transferred to
PAN or Specified Person as defined under Section
the IEPF as per Section 1() of the aforesaid Act, and 1%. The Company has appointed Mr. B.V. Saravana
'. The shares of the Company are under compulsory (&*AB of Income Tax Act, 1'*1, the tax will be
applicable Rules thereunder. Kumar, Company Secretary in Practice, who in
demat trading. SEBI vide its circular No.SEBI/HO/ deducted at a higher rate prescribed under Section
the opinion of the Board is a duly qualified person,
MIRSD/MIRSD_RTAMB/P/CIR/(&((/" dated (%th 13. The Register of directors and key managerial (&*AA or Section (&*AB of the Income Tax Act,
as a Scrutinizer who will Scrutinize the electronic
January, (&(( has further mandated issuance of personnel and their shareholding, maintained 1'*1, as applicable.
voting process in a fair and transparent manner.
securities in dematerialised form while processing under Section 17& of the Act, and the Register of
The Scrutinizer shall within two working days from Non-resident shareholders can avail beneficial rates
service requests viz., issue of duplicate securities Contracts or Arrangements in which the directors
the date of conclusion of the Meeting, submit his under tax treaty between India and their country
certificate; claim from unclaimed suspense account; are interested, maintained under Section 1"' of the
report of the votes cast in favour or against, if any, of residence, subject to providing necessary
renewal / exchange of securities certificate; Act, will be available electronically for inspection
to the Chairman of the Company or any other person documents i.e. No Permanent Establishment and
endorsement/splitting/sub-division of securities by the members during the AGM. All documents
authorized by the Chairman and the result of the Beneficial Ownership Declaration, Tax Residency
certificate; consolidation of securities certificates/ referred to in the Notice will also be available for
same will be disclosed forthwith. The result declared Certificate Form 1&F, any other document which
folios; transmission and transposition. Accordingly inspection at the Registered Office of the Company
along with the Scrutinizer’s Report shall be placed may be required to avail the tax treaty benefits by
Members are requested to make service requests on all working days except Saturdays and Sundays,
on the Company’s website www.vsthyd.com and sending an email to einward.ris@kfintech.com. The
by submitting a duly filled Form ISR-), the format between 11.&& a.m. and 1.&& p.m. up to the date
on the website of KFintech, www.kfinech.com The aforesaid declarations and documents need to be
of which is available on the Company’s website at of AGM, i.e. August (', (&(). Members seeking
Company shall simultaneously forward the results submitted by the shareholders by 11.%' p.m. IST on
www.vsthyd.com and on the website of Company’s to inspect such documents can send an email to
to BSE Limited and National Stock Exchange of India 1)th June, (&().
RTA at www.kfintech.com. It may be noted that any investors@vstind.com.
Limited, where the shares of the Company are listed.
service request can be processed only after the folio (&. Members can submit questions in advance with
1). Pursuant to Section 1&" of Companies Act, (&13
of the Member is KYC compliant. Members holding 1*. In compliance with the MCA circulars and the SEBI regard to the financial statements or any other
read with Rule (& of Companies (Management and
shares in physical form are therefore requested to circulars, Notice of the AGM along with the Annual matter to be placed at the AGM, from their registered
Administration) Rules, (&1) as substituted by the
convert their shares into dematerialised form. Report (&(3-() is being sent only through electronic email address, mentioning their name, DP ID and
Companies (Management and Administration)
mode to those Members whose email addresses Client ID No./Folio No. and Mobile No. to reach the
1&. Members who have multiple folios in identical names Amendment Rules, (&1% and Regulation )) of Listing
are registered with the Company/Depositories. Company’s email address investors@vstind.com in
or joint names in the same order are requested to Regulations, the Company is pleased to offer voting
Members may note that the Notice and the Annual advance by (3rd August, (&() %.&& P.M. (IST). Such
intimate the Registrar and Transfer Agents, KFintech by electronic means to the Members to cast their
Report (&(3-() will also be available on the questions by the Members shall be taken up during
%* ANNUAL REPORT 2023-24 %7

the Meeting and replied by the Company suitably. comprise of minimum " characters with at least d. Login method for Individual shareholders holding securities in demat mode is given below:
Members, who would like to ask questions during one upper case (A-Z), one lower case (a-z), one (i) Shareholders holding securities in demat mode with NSDL or CDSL
the AGM with regard to the financial statements numeric value (&-') and a special character. It NSDL CDSL
or any other matter to be placed at the AGM, need is strongly recommended not to share your 1. Users already registered for IDeAS facility of NSDL 1. Users already registered for Easi/Easiest facility of CDSL
to register themselves as a speaker by sending password with any other person and take i. Click on URL: https://eservices.nsdl.com i. Click on URL: https://web.cdslindia.com/myeasitoken/
their request from their registered email address utmost care to keep your password confidential. ii. Click on the “Beneficial Owner” icon under ‘IDeAS’ section. Registration/EasiRegistration or www.cdslindia.com and click
mentioning their name, DP ID and Client ID No./Folio on New System Myeasi.
%. You need to login again with the new credentials. iii. Enter your User ID and Password for accessing IDeAS.
No. and Mobile No. to reach the Company’s email ii. Enter your User ID and Password for accessing Easi/Easiest.
iv. On successful authentication, click on “Access to e-Voting”.
address investors@vstind.com by (3rd August, (&() *. On successful login, the system will prompt you iii. Click on Company name or e-voting service provider for
v. Click on Company name or e-voting service provider for casting the vote during the remote e-voting period.
%.&& P.M. (IST). Those Members who have registered to select the EVEN i.e. VST Industries Limited. casting the vote during the remote e-voting period.
themselves as a speaker shall be allowed to ask 2. Users not registered for IDeAS facility of NSDL 2. Users not registered for Easi/Easiest facility of CDSL
7. On the voting page, the number of shares (which
questions during the AGM, depending upon the i. To register, click on URL: https://eservices.nsdl.com i. To register, click on URL: https://web.cdslindia.com/
represents the number of votes) held by you as on
availability of time. ii. Select “Register Online for IDeAS”. myeasitoken/Registration/EasiRegistration
the cut-off date will appear. If you desire to cast all
iii. Proceed to complete registration using your DP ID, Client ii. Proceed to complete registration using your DP ID, Client ID,
the votes assenting/dissenting to the resolution, Mobile Number, etc.
INSTRUCTIONS FOR REMOTE E-VOTING ARE AS enter all shares and click ‘FOR/AGAINST’ as the
ID, Mobile Number, etc.
iv. After successful registration, please follow steps given iii. After successful registration, please follow steps given under
UNDER case may be or partially in ‘AGAINST’, but the total
under Sr.No.1 above to cast your vote. Sr.No.1 above to cast your vote.
a. Pursuant to SEBI Master Circular No. SEBI/HO/ number in ‘FOR’ and/or ‘AGAINST’ taken together 3. Users may directly access the e-voting module of NSDL as 3. Users may directly access the e-voting module of CDSL as
CFD/PoD(/CIR/P/(&(3/1(& dated July 11, (&(3, should not exceed your total shareholding as on per the following procedure : per the following procedure :
e-voting process has been enabled for all the the cut-off date. You may also choose the option i. Click on URL: https://www.evoting.nsdl.com/ i. Click on URL: https://evoting.cdslindia.com/Evoting/
individual demat account holders, by way of single ‘ABSTAIN’ and the shares held will not be counted ii. Click on the icon “Login” available under “Shareholder/ EvotingLogin
login credential, through their demat accounts/ under either head. Member” section. ii. Provide demat account number and PAN.
websites of Depositories/DPs in order to increase iii. Enter your User ID (i.e. 1*-digit demat account number iii. System will authenticate user by sending OTP on registered
". Members holding multiple folios / demat held with NSDL), login type, Password/OTP and mobile & email as recorded in the demat account.
the efficiency of the voting process. Individual
account shall choose the voting process Verification code as shown on the screen.
demat account holders would be able to cast their iv. On successful authentication, you will enter the e-voting
separately for each folio / demat account. In iv. On successful authentication, you will enter the e-voting module of CDSL.
vote without having to register again with e-voting
case you do not desire to cast your vote on any module of NSDL. v. Click on Company name or e-voting service provider and you
service provider.
specific item it will be treated as abstained. v. Click on Company name or e-voting service provider and will be re-directed to Kfintech website for casting the vote
b. Members are advised to update their mobile number you will be re-directed to Kfintech website for casting the during the remote e-voting period.
'. Cast your vote by selecting an appropriate vote during the remote e-voting period.
and email address in their demat accounts in order
option and click on SUBMIT. A confirmation Procedure to login through their demat accounts/website of Depository Participant
to access remote e-voting facility.
box will be displayed. Click OK to confirm else Individual shareholders holding shares of the Company in Demat mode can access e-Voting facility provided by the Company
c. Login Method for shareholders other than CANCEL to modify. Once you confirm, you will using login credentials of their demat accounts through their Depository Participants registered with NSDL/CDSL for e-voting
facility. An option for “e-Voting” will be available once they have successfully logged-in through their respective logins. Click
individual shareholders holding shares of the not be allowed to modify your vote. During the on the option “e-Voting” and they will be redirected to e-voting modules of NSDL/CDSL (as may be applicable). Click on the
Company in demat mode and shareholders holding voting period, Members can login any number e-Voting link available against the name of Company or select e-voting service provider “KFintech” and you will be redirected to
shares in physical mode. of times till they have voted on the Resolution. the e-voting page of KFintech to cast your vote during the remote e-voting period.
Members who are unable to retrieve User ID/Password are advised to use “Forgot User ID”/”Forgot Password” options
1. Use the following URL for e-voting from KFintech 1&. Members of the Company who have purchased available on the websites of Depositories/Depository Participants.
website: https://evoting.kfintech.com. their shares after the dispatch of the Notice but Contact details in case of technical issue on NSDL website Contact details in case of technical issue on CDSL website
before the cut-off date (((nd August, (&()) may Members facing any technical issue in login can contact Members facing any technical issue in login can contact CDSL
(. Enter the login credentials i.e., User ID and NSDL helpdesk by sending a request at evoting@nsdl.co.in or helpdesk by sending a request at helpdesk.evoting@cdslindia.com
contact KFintech at Tel No. 1"&& 3&' )&&1 (toll
password mentioned in your email. Your call at &((-)""* 7&&& and &((-()'' 7&&&. or call at toll free no. 1"&& (( %% 33.
free) to obtain login id and password or send a
Folio No./DP ID Client ID will be your user ID.
request to einward.ris@kfinech.com. The instructions for members for e-voting on the day of the AGM are as under:-
However, if you are already registered with
1. The procedure for e-voting on the day of the AGM is same as the instructions mentioned above for remote
KFintech for e-voting, use your existing User ID 11. In case of any queries, you may refer the
e-voting.
and password for casting your votes. Frequently Asked Questions (FAQs) for
(. Only those Members/ shareholders, who will be present in the AGM through VC/OAVM facility and have not
shareholders and e-voting User Manual for
3. After entering the details appropriately, click cast their vote on the Resolutions through remote e-voting and are otherwise not barred from doing so, shall
shareholders available at the download section
on LOGIN. be eligible to vote through e-voting system in the AGM.
of https://evoting.kfintech.com or contact
3. Members who have voted through remote e-voting will be eligible to attend the AGM. However, they will not
). You will reach the Password change menu KFintech at Tel No. 1"&& 3&' )&&1 (toll free).
be eligible to vote at the AGM.
wherein you are required to mandatorily
). The contact details for any grievances connected with respect to the facility for e-voting on the day of the
change your password. The new password shall
AGM shall be the same as mentioned for remote e-voting.
%" ANNUAL REPORT 2023-24 %'

Annexure to the Notice Item No. 5 of `1&/- each to H17&,&&,&&,&&&/- (Rupees One Hundred
Seventy Crores) divided into 17,&&,&&,&&&/- (Seventeen
Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 (‘‘The Act”) setting out material facts RECLASSIFICATION OF AUTHORISED SHARE Crores) Equity Shares of ` 1&/- (Rupees Ten) each by
in respect of special business items creation of additional 7,&&,&&,&&& (Seven Crores) Equity
CAPITAL
The existing Authorized Share Capital of the Company shares of ` 1&/- each (Rupees Ten) subject to approval of
Item No. 4 Graduate Diploma in Management from IIM, Bangalore
is H1&&,&&,&&,&&&/- (Rupees One Hundred Crores only) Members. The increase in the Authorized Share Capital
majored in Marketing. He has over )& years of experience
comprising of H%&,&&,&&,&&&/- divided into %,&&,&&,&&& as aforesaid would entail consequential alteration of the
APPOINTMENT OF INDEPENDENT DIRECTOR in sales and marketing and has been a Board Member
Ordinary Equity Shares of H1&/- each and H%&,&&,&&,&&&/- existing Clause % of the Memorandum of Association of
The Board of Directors (“the Board”) on the of multiple companies in different sectors viz. Marico
divided into %&,&&,&&& Preference Shares of H1&&/- each. the Company. The proposed increase in the Authorised
recommendation of Nomination and Remuneration India, Omniactives Health Technologies Ltd., Raymond
share capital shall rank pari-passu with the existing equity
Committee [NRC], appointed Mr. Rajeev Bakshi [DIN Consumer Care, Ola Foods, etc. He is presently the The Preference Capital as given under the Authorised shares in all respects and shall be subject to the provisions
: &&&))*(1] as an Additional Independent Director of Non-Executive Director in Cummins India, Macrotech Capital of the Company is not being used and as such it of the Memorandum and Articles of Association of the
the Company with effect from 1st July, (&() to hold Developers, Dalmia Bharat Sugar Ltd. and Mother Dairy is felt that it would be appropriate to reclassify the same Company. The increase in the Authorized Share Capital and
office up to 3&th June, (&(' (both days inclusive) and India Ltd. He is also an Advisor in the areas of Strategy, into Ordinary Equity Shares of the Company. consequential alteration to Clause % of the Memorandum
further he fulfills the requirements of an Independent General Management and Marketing. He has been
Hence, the Board at its meeting held on April (*, (&(), of Association of the Company require Members’ approval
Director as laid down under Section 1)'(*) of the Act, awarded the ‘Distinguished Alumni Award’ in recognition
considered and approved the reclassification of the in terms of Sections 13 and *1 of the Companies Act,
and Regulation 1*(1)(b) of the Listing Regulations. of his contribution to business and society in the
authorised Share Capital of the Company and consequent (&13 and any other applicable statutory and regulatory
year (&1).
The NRC after considering his knowledge, acumen, amendment to the Memorandum of Association of the requirements and requests the Members to accord their
core skills, expertise, consumer insights, competency, The Company has received a declaration from Company, subject to the approval of the shareholders. consent to the proposed resolution.
has recommended to the Board his appointment Mr. Rajeev Bakshi confirming that he meets the criteria The Authorised Capital post reclassification will be None of the Directors / Key Managerial Personnel / their
for a term of five years. The NRC and the Board are of independence as provided under Section 1)'(*) of the as follows: relatives is in any way concerned or interested, financially
of the view that he fulfills the requisite skills and Act. Further, the Company has also received consent
1&,&&,&&,&&& Ordinary Equity Shares of H1&/- each or otherwise in the aforesaid resolution except to the
capabilities which would be of immense benefit to the from Mr. Rajeev Bakshi to act as a Director in terms of
amounting to H1&&,&&,&&,&&&. extent of their shareholding.
Company and hence, it is desirable to appoint him as Section 1%( of the Act and a declaration that he is not
an Independent Director of the Company for a term of disqualified from being appointed as a Director in terms None of the Directors / Key Managerial Personnel / their The Board recommends this resolution as set out
five years. of Section 1*) of the Act. relatives is in any way concerned or interested, financially in Item no. * of the Notice for your approval as an
or otherwise in the aforesaid resolution except to the Ordinary Resolution.
The Board vide Circular Resolution on ()th June, (&() In terms of Section 1*& of the Act, the Company has
based on the recommendation of NRC, recommended received a notice in writing from a Member signifying his extent of their shareholding.
ITEM No.7
for the approval of the Members in terms of Sections candidature for the office of Director. Mr. Rajeev Bakshi The Board recommends the resolution as set out in item
1)', 1%( and other applicable provisions of the Act, has confirmed that he is not debarred from holding the No. % above for your consideration and approval by way TO CONSIDER AND APPROVE ALTERATION OF
the Companies (Appointment and Qualification of office of a Director by virtue of order passed by SEBI or of a Special resolution. ARTICLES OF COMPANY WITH RESPECT TO
Directors) Rules, (&1) read with Schedule IV to the Act, any other such authority. Mr. Rajeev Bakshi has confirmed
Listing Regulations, as amended, the appointment of that he is in compliance with Rule * of the Companies ITEM NO.6 CHANGES IN CAPITAL CLAUSE
Mr. Rajeev Bakshi for a term of five years with effect (Appointment and Qualification of Directors) Rules, (&1). In consequence to change in authorized share capital
from 1st July, (&() up to 3&th June, (&(' [both days INCREASE IN AUTHORISED SHARE CAPITAL of the Company, the corresponding Article % of Articles
The letter of appointment of Mr. Rajeev Bakshi setting of Association also required to be substituted. The
inclusive], subject to the approval of the shareholders AND AMENDMENT TO CAPITAL CLAUSE OF THE
out the terms and conditions of appointment shall be amendment to the Article % of Articles of Association
by way of Special Resolution. MEMORANDUM OF ASSOCIATION
available for inspection by the Members electronically. requires Members’ approval in terms of Section 1) of the
In the opinion of the Board and based on its evaluation, Members seeking to inspect the same can send an email The present Authorized Share Capital of the Company is
Companies Act, (&13 and any other applicable statutory
Mr. Rajeev Bakshi fulfils the conditions specified to investors@vstind.com. H1&&,&&,&&,&&&/- (Rupees One hundred Crore) comprising
and regulatory requirements and requests the Members
in the Act, and Rules made thereunder and Listing of H%&,&&,&&,&&&/- divided into %,&&,&&,&&& Ordinary
None of the Directors or Key Managerial Personnel or their to accord their consent to the proposed resolution.
Regulations for his appointment as an Independent Equity Shares of H1&/- each and H%&,&&,&&,&&&/- divided
relatives other than Mr. Rajeev Bakshi has any concern or into %&,&&,&&& Preference Shares of H1&&/- each. In None of the Directors / Key Managerial Personnel / their
Director of the Company and he is independent of the
interest, financial or otherwise in this Resolution. order to facilitate the issue of Bonus Equity Shares and relatives is in any way concerned or interested, financially
Management of the Company.
The Board commends this item of business for requirements of the Company for the operations in future, or otherwise in the aforesaid resolution except to the
Mr. Rajeev Bakshi [*7 years] holds a BA (Hons.) degree in if any, the Board at its meeting held on July (%, (&() extent of their shareholding.
your approval.
Economics from St. Stephens College, Delhi and a Post approved the increase in the Authorized Share Capital of
The Board recommends this resolution as set out
the Company from H1&&,&&,&&,&&&/- (Rupees One hundred
in Item no. 7 of the Notice for your approval as a
Crore) divided into 1&,&&,&&,&&& (Ten Crore) Equity Shares
Special Resolution.
*& ANNUAL REPORT 2023-24 *1

ITEM NO. 8 shares will be made in line with the provisions of Section DETAILS OF DIRECTORS SEEKING RE-APPOINTMENT/APPOINTMENT
*3 of the Companies Act, (&13, ICDR Regulations, Listing
[Pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
ISSUANCE OF EQUITY BONUS SHARES Regulations and any other applicable regulations for the
and Secretarial Standard-2 on General Meetings]
The equity shares of your Company are listed and traded time being in force [including any statutory modifications
on the BSE Limited (“BSE”) and National Stock Exchange or re-enactment for the time being in force] and subject to Mr. Naresh Kumar Sethi Mr. Rajeev Bakshi
Name of the Director
of India Limited (“NSE”). Over the period, reserves such approvals, if required, from the statutory authorities. (As a Non-Executive Director) (As an Independent Director)
and surplus of the Company have grown significantly. Further, it is proposed to authorize the Board of Directors DIN &"('*)"* &&&))*(1
Considering the substantial amount of Reserves and of the Company including any Committee of the Board Age %" *7
Surplus and with a view to reward the Members and to complete all the regulatory formalities as prescribed
rationalize the paid-up share capital, the Board of by SEBI, Stock Exchanges on which the Company’s Date of first appointment on the Board 1).1(.(&1" 1.7.(&()
Directors of the Company in its meeting held on July shares are listed and/or any other regulatory or statutory Qualifications - Chemical Engineer from IIT Varanasi B.A. (Hons.) in Economics from St.
(%, (&(), proposed to issue Bonus Equity Shares in the authority in connection with the issue of bonus shares. - MBA from IIM Kolkata Stephens College, Delhi,
proportion of 1&:1 i.e. 1& (Ten) new fully paid Equity MBA (specialised in Marketing) from IIM
Shares of the Company of H1&/- each for every One (1) The Company has not accepted any fixed deposits; has Kolkata
existing fully paid Equity Share of the Company of H1&/- not defaulted in respect of the payment of statutory dues
Expertise in specific functional areas Governance, Marketing and Business Business Strategy, Marketing & Governance
each held by the Members on the Record Date, subject of the employees; has no partly paid-up shares; and the Strategy
to approval of the Members and any other statutory and proposed issue of bonus shares is not in lieu of dividend.
Number of Meetings of the Board 7 NA
regulatory approvals, as may be applicable, by way of None of the Directors and/or Key Managerial Personnel attended during the year
capitalization of the Capital Redemption Reserve, Free of the Company and/or their relatives is deemed to
Reserves or any other permitted reserves / surplus of Last drawn remuneration H(,&&,)&,&&& -
be concerned or interested, financially or otherwise
the Company, as may be considered appropriate for this in the aforesaid resolution, except to the extent of Remuneration proposed to be paid - Sitting Fees, Commission and other - Sitting Fees, Commission and other
purpose, as per the Audited Financial Statement of the their shareholding. remuneration as approved by the remuneration as approved by the Board
Company for the year ended 31st March, (&(). Board of Directors/Shareholders. of Directors/Shareholders.
The Board recommends the resolution as set out in item
Article 1(' of Articles of Association of the Company List of Directorships of other listed entities Nil • Cummins India Ltd.
No. " above for your consideration and approval by way • Dalmia Bharat Sugar and Industries Ltd.
permits issuance of unissued shares to the Members of of an Ordinary resolution. • Macrotech Developers Ltd.
the Company as fully paid bonus shares. Capitalisation
of any part of the amount for the time being standing By Order of the Board List of Memberships/Chairmanships of Nil • Cummins India Ltd. – Member of
Phani K Mangipudi Committees of other listed entities Audit Committee & Stakeholders
to the credit of any of the Company’s reserve accounts Relationship Committee
(including capital redemption reserve account), or to Company Secretary&
• Macrotech Developers Ltd. –Member of
the credit of the profit and loss account, or otherwise Vice President-Legal & Secretarial Audit Committee
available for distribution by applying the same towards ACS 17%%7
Listed entities from which resigned/retired Nil Nil
payment of unissued shares to be issued to the Members Dated this (%thday of July, (&()
in the past three years
as fully paid bonus shares. The proposed issue of bonus Hyderabad
Shareholding in the Company Nil Nil
Relationship with other Directors and Key None None

Managerial Personnel of the Company.
*( ANNUAL REPORT 2023-24 *3

REPORT OF THE BOARD OF DIRECTORS & MANAGEMENT DISCUSSION & ANALYSIS REPORT TOTAL, your Company’s national trademark, continues
to be among the top 1& brands in the industry. Your
(MD&A)
MANAGEMENT DISCUSSION AND ANALYSIS FOR THE Based on feedback from Members on the Annual Report Company is focused on strengthening TOTAL’s consumer
appeal through relevant brand upgradations & variants.
YEAR ENDED 31ST MARCH, 2024
and Accounts, this report includes MD&A as appropriate
so that duplication and overlap between the Directors’ In addition, EDITIONS has been launched in many parts of
Report and a separate MD&A is avoided and the entire the country at a mid-price segment during the year. Your
The Directors of your Company have pleasure in presenting the '3rd Annual Report together with the Audited Financial material with Company’s state of affairs is provided in a Company is continuously strengthening the overall brand
Statements for the financial year ended 31st March, (&(). composite and comprehensive document. portfolio through a combination of product upgradations
and launch of new consumer relevant variants. Heritage
FINANCIAL SUMMARY brands such as CHARMS, SPECIAL and MOMENTS have
INDUSTRY PERFORMANCE
been refreshed in this manner during the year.
(` Lakhs) Industry volumes grew incrementally in (&(3-() after
2023-24 2022-23 a higher-than-normal growth the preceding year. The Our Distribution has been strengthened over the last
regulatory environment including taxation remained 3 years, with significant strides in leveraging digital
Revenue from Operations 1"37%& 1*7(%1
largely stable. With the stable tax regime, the leading infrastructure for informed decision making and driving
Profit after Tax 3&1%7 3(*'"
brands in the industry have kept prices unchanged for market specific initiatives. This has also helped in driving
Balance available for Appropriation in Retained Earnings 1&'*&% 1&3"')
several years, causing structural change of premiumisation portfolio depth in both existing and new geographies.
Amount transferred to General Reserves 3&&& 3&&&
in the industry. The industry has witnessed intensified
Dividend paid (3&77 (1%3" With green shoots in rural markets being visible and the
competition, with price-based competition from both
Balance in retained earnings 83528 79356 expectation of a favourable monsoon, we look forward
new brands as well as existing players.
Key Ratios to a greater buoyancy in rural demand for the entire
Earnings per Share (`) 195.29 211.75 Illegal non-duty paid cigarettes continue to pose a threat brand portfolio.
Dividend per Share (`) 1%&.&& 140.00 to legal players as they benefit from a large price gap
versus legally taxed cigarettes. Though, the Government LEAF TOBACCO
Value creation during the decade has been Compounded Annual Growth Rate (CAGR), 7.1% in Earnings Per Share (EPS) through a co-ordinated effort of various agencies is In (&(3-(), our leaf tobacco business has once again
and 7.'% in Dividend Per Share (DPS). taking action on an ongoing basis to control the menace proven its exceptional resilience and delivered an
of illicit cigarettes, this continues to be an ever-present outstanding performance, achieving the highest ever
DIVIDEND AND TRANSFER TO GENERAL RESERVE SHARE CAPITAL threat to the legal industry. turnover of ` ))(.37 Crores and a PBIT of about ` %1
The Directors are pleased to recommend a dividend The paid up Equity Share Capital as on 31st March, (&() Crores. We have also been successful in broadening our
Some of the other challenges faced by the industry
of ` 1%&/- per equity share of ` 1&/- each on the paid up was ` 1%)).1' Lakhs. The Company has neither issued customer base and the geographies to which we export.
during the year were hyper-inflation of raw material,
equity share capital of the Company, for consideration shares with differential rights as to dividend, voting or This remarkable performance was made possible through
particularly tobacco leaf and filter tow and muted demand
and approval of Members at the ensuing Annual General sweat equity shares. exemplary teamwork and dedicated efforts of the team
in rural markets.
Meeting (AGM). It is proposed to carry forward an and stands as a testament to our ability to overcome
amount of ` 3&&& Lakhs to General Reserve. Pursuant EMPLOYEE STOCK OPTION PLAN challenges posed by adverse weather conditions and an
COMPANY PERFORMANCE
to Regulation )3A of the SEBI (Listing Obligations and During the year under review, there has been no change aggressive competitive landscape.
Your Company’s strength has historically been in
Disclosure Requirements) Regulations, (&1% (‘Listing in the VST Employee Stock Option Plan-(&(& (VST-ESOP
the low-price segment of the industry. Within this We have concentrated our efforts on enhancing our
Regulations’), the Company has adopted a Dividend (&(&) of the Company and further the said VST-ESOP
operating price segment your Company’s performance green tobacco procurement processes by adopting a
(&(& are in compliance with SEBI (Share Based Employee
Distribution Policy. This policy can be accessed on was better than the industry. However, with the trend digital approach. A special emphasis has been placed on
Benefits and Sweat Equity) Regulations, (&(1. The
the Company’s website at https://www.vsthyd.com/ of premiumisation emerging, it is necessary to invest traceability to ensure transparency and accountability
necessary disclosures in compliance with Regulation 1)
mainsite/documents/Dividend-Distribution-Policy.pdf into new brand launches in higher price segments. in our operations. Additionally, your Company focused
of the SEBI (Share Based Employee Benefits and Sweat
Accordingly, we have taken rapid steps to launch new on developing new varieties, particularly high-nicotine
Equity) Regulations, (&(1 are available on the website
MATERIAL CHANGES AND COMMITMENTS brands and innovative varieties in the mid-price segment, tobaccos, and high-nicotine burley types, to meet
of the Company at https://www.vsthyd.com/mainsite/
where significant headway has been made in establishing the dynamic demands of international markets. Our
Except as disclosed elsewhere in the Report, there have documents/vst-employee-stock-option-plan-(&(&.pdf
a presence. commitment to innovation and quality positions us to
been no material changes and commitments which affect
During the year under review, the VST Employee Phantom meet the evolving preferences of our customers.
the financial position of the Company that have occurred The unprecedented raw material cost inflation and
Stock Option Plan (VST EPSOP-(&(3) of the Company
between the end of the financial year to which the intensified competition put pressure on the Company’s The Company acknowledge the challenges that changing
with respect to the grant of phantom options to the
financial statements relate and the date of this Report. margins in the short run. However, these were mitigated climatic conditions pose to tobacco cultivation and have
eligible employees of the Company including the KMPs
There has been no change in the nature of business of the partially through restructuring business processes and prioritised the interests of our farmers to sustain it. We
and Senior Management was approved.
Company during the year. leveraging digitisation for efficiency improvements. take pride in the fact that our contracted farmers cultivate
*) ANNUAL REPORT 2023-24 *%

tobacco with the lowest pesticide residue levels and Your Company’s strategic people charter is completely Company’s focus is on accelerating the usage of PARTICULARS OF LOANS, GUARANTEES OR
low TSNAs (Tobacco Specific Nitrosamines), adhering aligned with the business priorities and its long-term renewable sources of energy and contributing to the INVESTMENTS
to international standards. This commitment not only goals. With this as a backdrop your Company continues goals of sustainability adopted by the Company. The Company has not taken any loans or given guarantees
ensures the quality of our products but also contributes to build the right capabilities at all levels, strengthen its or made investments in any other Company covered and
With better maintenance and managing the solar Plant,
to the development of less-advanced regions in the leaf- talent to drive superior business results. provided under Section 1"* of the Companies Act, (&13
efficiency has improved by *.%% compared to FY+(&((-(3.
growing areas. during the year.
The capability building and talent development plan This Solar power plant generates 3(% of our electricity
In our continuous effort to uplift the social and economic was extended this year through Development Centers, requirement and reduces 3*% of Carbon foot print.
conditions of our tobacco-growing communities, we have focused leadership roadmaps and action plan and change FIXED DEPOSITS
Your Company has setup EV charging stations in
sustained our sponsorship of initiatives such as Women management initiatives. The Company has not accepted any deposits from public
Azamabad and Toopran Plants (two & four wheelers).
empowerment, Mobile health clinics, Household smart as per the provisions of the Companies Act, (&13 and as
We strengthened our flagship recognition program
toilets, Digital classrooms in government secondary such no amount on account of principal or interest on
that encourages employee efforts and right behaviors CLEANER FUEL FOR BOILER/INCINERATOR
schools, infrastructure upgrades in government schools, deposits from public was outstanding as on the date of
to shape the culture of the organisation. “Pragathi” – a As a part of reducing the emissions and carbon footprint,
and Solar Street lighting. These initiatives are part of our the balance sheet.
quarterly sales incentive plan to drive superior business your Company has Converted Incinerator primary fuel
holistic approach to supporting the farming society and results was also introduced during the year. from High Speed Diesel (HSD) to cleaner eco-friendly fuel
ensuring sustainable growth. UNCLAIMED SHARE CERTIFICATES
To create a safe environment for its female employees, Piped Natural gas (PNG) in incinerator operations instead
The Company has communicated to the Members whose
As we move forward, the Leaf Function remains dedicated your Company has constituted an Internal Complaints of using HSD. PNG is economical, safer and one of the
share certificates have been returned undelivered to
to evolving and growing our business in alignment Committee as per the Sexual Harassment of Women at cleanest burning fuel and helps improve the quality of air.
the Company that these would be transferred to the
with changing customer preferences and penetrating Workplace (Prevention, Prohibition and Redressal) Act, Your Company has taken this conversion towards Unclaimed Suspense Account if not claimed by them,
new geographies. (&13 and the Rules framed there under. However, no environmental benefits in order to reduce the Carbon as required under Regulation 3)(3) read with Schedule
cases were filed during the year under the above Act. foot print of overall )'% and fuel cost saving by ` 1*% V(F) of the Listing Regulations as amended. The status of
PRODUCTION AND PLANT MODERNISATION As of 31st March, (&(), your Company’s workforce Lakhs per Annum for Boiler and Incinerator. unclaimed shares as on 31st March, (&() is given in the
Your Company is in the process of shifting its production was 77( employees, with 3"3 Management staff and Report on Corporate Governance.
to a new modern facility at Toopran near Hyderabad. 3"' Workmen. FINANCE
Along with machinery upgradation, this will enable us to CORPORATE GOVERNANCE
make further big improvements in product quality, capital a) Profits
ENVIRONMENT, HEALTH & SAFETY (EHS) AND In terms of Regulation 3) of the Listing Regulations, a
efficiency and cost optimisation. The Profit after Tax of your Company for the year is Report on Corporate Governance along with Compliance
COMMUNITY SERVICES ` 3&1.%7 Crores. Certificate issued by the Statutory Auditors of the
33& employees and 1&& contract workmen have
RESEARCH & DEVELOPMENT ACTIVITY Company is annexed as “Annexure A” and forms part
undergone EHS training, mock drills were also conducted b) Treasury Operations
Your Company's Research & Development Centre has of this Report. Your Company has taken adequate steps
for workers and management during the period to
played a vital role in developing and offering first of Your Company follows a SLR model (Safety, Liquidity for strict compliance with the Corporate Governance
comply with the Company’s EHS guidelines. Half-yearly
its+ kind new age innovative products which have been and Return) in deployment of earmarked funds. The guidelines, as amended from time to time.
and Annual EHS audits of the Company’s operations were
well appreciated by consumers and gaining traction changes (change of (%% or more) as compared to
carried out to ensure compliance of EHS requirements.
in markets. the immediately previous financial year ratios of the MEETINGS
ISO 1)&&1:(&1% & ISO )%&&1:(&1" Recertification Audit
Company including those listed out and specified The Board met seven times during the financial year.
The R&D Centre Laboratory of your Company has was held at Azamabad & Toopran premises which was
under Schedule V (B)(1)(i) read with Regulation 3)(3) The Board and Committee Meetings are pre-scheduled
received "Certification of Continuation" of ISO 17&(%:(&17, carried out by M/s. Rina India Pvt. Ltd. and received
and %3(f) of the Listing Regulations, as amended and a tentative calendar of the Meetings finalised in
from NABL, Quality Council of India, Government of India, a continuation certificate for ISO 1)&&1:(&1% & ISO
are disclosed in Note No. 3( of Notes on Financial consultation with the Directors are circulated to them
for the year (&(3-(). )%&&1:(&1" for both Azamabad & Toopran locations.
Statements to the Accounts in the Annual Report. in advance to facilitate them to plan their schedule.
Your Toopran facility is awarded “Gold rating” in Water However, in case of special and urgent business needs,
c) The financial statements have been prepared in
HUMAN RESOURCE DEVELOPMENT Stewardship Certification from Water Stewardship and the approval is obtained by way of circular resolution. The
accordance with Indian Accounting Standards
On the journey towards building a Winning organisation, Assurance Services, AWS, Scotland. details of the meetings of the Board and Committees held
specified under Section 133 of the Companies Act,
your Company takes pride in its unique culture, rooted during the year are given in the Corporate Governance
(&13 read with Rule 3 of the Companies (Indian
in a deep sense of purpose, a passion for winning, and RENEWABLE / GREEN ENERGY Accounting Standard) Rules, (&1%, as amended Report, which is part of this report.
a personal connection to the brands and with each Your Company has Installed PV technology solar power from time to time. The accounting policies which are
other. Collaboration, Empowerment, Ownership with plant 1.(MW ('&& KW for Azamabad and 3&&KW for consistently applied have been set out in the Notes
a performance orientation approach – these are the Toopran plants). The solar plant has been commissioned to the Financial Statements.
attributes that are deeply ingrained in each and every in September (&((, which is VST’s initiative on renewable
employee of the organisation. energy towards the sustainable development. Your
** ANNUAL REPORT 2023-24 *7

INTERNAL FINANCIAL CONTROL AND ITS oversight in the area of financial risks and controls. The geographic expansion. The Company addresses this cigarette industry. Factors such as increased
ADEQUACY major risks identified by the businesses and functions are risk by engaging in continuous social dialogue with product prices (either for retailer or consumer)
a) Your Company maintains an adequate and effective systematically addressed through mitigating actions on a stakeholders and regulatory community through and economic downturn among others encourage
internal control system commensurate with the continuing basis. industry bodies. At the same time, it works on consumers shift to cheaper cigarettes which results
size and complexity. Your Company also has well developing strategies and capabilities to effectively in commoditisation of the Product and erosion of
Your Company has always endeavored to bring together
documented Standard Operating Procedures (SOPs) launch competitive and consumer acceptable brands brand value resulting in undermining company’s
elements of best practices for risk management in
for various processes which are periodically reviewed within the changing regulatory environment. investment in trade marketing and distribution.
relation to existing and emerging risks faced by it at
for changes warranted due to business needs. As part of its mitigation plan the company both
both strategic and operating level. The Company faces
ii. Taxation changes could have an impact on short- directly as well as through trade bodies engages
b) Your Company remains committed to improve a variety of risks from external and internal sources.
term revenue growth of the Company. with key external stakeholders including periodical
effectiveness of internal financial controls and However, the objective is to be aware of different kinds
The Company’s business is subjected to GST, excise interaction with law enforcement agencies in pursuit
processes which would help in efficient conduct of risks affecting the business. Rather than eliminating
and other cesses as may be made applicable, which of priority targets.
of its business operations, ensure security to its these risks, the decision making process at your Company
considers sensible risk taking, and thereby proactive could require the Company to take up product prices
assets and timely preparation of reliable financial v. Infringement of Intellectual property could
steps are taken to ensure that business is undertaken in and in absence of such action, impact its business.
information. The policies and procedures laid out have a short term impact on revenue growth and
an environment which encourages a reasonable amount The impact increases when due to changes in
by your Company capture the control environment profitability.
of risk taking and enables the Company to leverage economic situation, consumer’s disposal income
prevalent in the organisation. Over a period of three
market opportunities effectively. reduces, resulting in down-trading to cheaper The Company relies on its registered designs,
years, the business processes of your Company are
cigarettes including non-duty paid illicit cigarettes trademarks and copyrights under which it sells its
reviewed through an internal audit process which The Board is responsible for determining the nature or alternative tobacco products. Such risks are products to get competitive advantage. Risk of
reviews the systems on a continuous basis. The and extent of the principal risks that your Company is addressed by the company through: (a) engagement Infringement happens due to delay in identification
objective being to identify potential risk areas and willing to take to achieve its strategic objectives and for with tax authorities at levels where appropriate; (b) and action taken including limitation of judicial
come up with a comprehensive risk mitigation plan. maintaining sound risk management system. With the regular management review to build a well laddered protection. In addition, as third-party rights
The Audit Committee of your Board met four times support of the Audit Committee, it carries out a review brand portfolio across new segments including new (registered trademarks) are not always identifiable,
during the year. Review of audit observations covering of the effectiveness of your Company’s risk management brand creation; and (c) capability buildup through there may be claims against the company for
the operations, consideration of accounts on a process covering all material risks including strategic, investments in distribution infrastructure to increase infringement of their intellectual property rights. Such
quarterly basis and monitoring the implementation financial, operational and also compliance levels. Your geographical spread. infringement of trademarks results in reputational
of audit recommendations were some of the key Company has substantial operations all over the country impact due to inability to protect its trade marks,
areas which were dealt with by the Committee. and competes on the basis of brand appeal, loyalty, iii. Geopolitical tension could have a short- disruption to normal business processes resulting
The Statutory Auditors/Internal Auditors were price value connotations and strong trade relationships. term impact on company’s revenue growth and in potential loss of revenue, unnecessary protracted
invited to attend the Audit Committee Meetings and The Company’s position is influenced by the economic, profitability. litigation. Such risks are mitigated through constant
make presentations covering their observations on regulatory and political situations both nationally and training to all team members to recognise misuse
The Company’s supply chain and normal business
adequacy of internal financial controls and the steps at a state level and of the competitors. The principal of Company’s trademarks and report to take legal
processes are exposed to the risk of disruption. Such
required to bridge gaps, if any. Chief Financial Officer risks impacting your Company’s business and steps protection, Further, process is in place to ensure
disruption could be caused through geopolitical
is a permanent invitee to the Audit Committee and undertaken to mitigate them are as under: new trademarks do not infringe with trademarks
tension, civil unrest, economic policy changes, health
other executives of the Company are invited to crisis, violent weather conditions or other natural belonging to others.
address, respond or provide clarifications to relevant i. Regulatory restrictions could have an impact on
disasters, This could result in potential loss of assets
issues as and when required. long term revenue growth of the Company. vi. Cyber Security the company’s operations place
and increased costs due to more complex supply
The Company operates under increasingly stringent chain arrangements and/or maintaining inefficient high reliance on its digital data. Loss or misuse of
RISK MANAGEMENT regulatory regime (COTPA guidelines on packaging facilities. Such risks are mitigated through a robust any such sensitive information, or its disclosure
Your Company has constituted the Risk Management and labeling, advertising and promotion). This business continuity planning process and having to outsiders, including competitors and trading
Committee as mandated by Listing Regulations to frame, further gets complicated with adoption of differing multiple sourcing / delivery (supply chain) strategy. partners could potentially have a significant adverse
implement and monitor the risk management plan for the regulatory regimes in different states and/or lack impact on the Company’s business operations and/
Company. The Committee comprises of Directors and of consensus on interpretation/application. Such iv. Illicit Trade could have a risk to Company’s long or give rise to legal liability. For this purpose, the
Senior Management as its Members as prescribed under restrictive regulations which are subjected to term revenue growth and profitability. Company has put in place cyber security policies and
Regulation (1 of the Listing Regulations as amended. The interpretation could result in not only penalties procedures which are reviewed regularly. In addition,
Non-Duty Paid (NDP) Cigarettes in the form of
Company Secretary is the Secretary of the Committee. being imposed/loss of reputation, but also impair for continuity of the operations we perform periodic
counterfeit product, contraband (genuine smuggled
The Committee is responsible for monitoring and the Company’s ability to communicate with adult assessment of information technology controls
product) and locally manufactured products on
reviewing the risk management plan and ensuring its smokers and/or to meet consumer expectations implemented like data back-up mechanism, Disaster
which applicable taxes are evaded, represents a
effectiveness. The Audit Committee has additional through new/innovative brand launches or recovery centre, authorisation verification, firewalls,
significant and growing threat to the legitimate
etc.
*" ANNUAL REPORT 2023-24 *'

CORPORATE SOCIAL RESPONSIBILITY at Hindi Mahavidyalaya School, Hyderabad and Three Company has not entered into any transactions with any • Evaluation of the performance of the Non-
INITIATIVES Government Schools at Toopran and Brahmanpally. person or entity belonging to the promoter or promoter Independent Directors and the Board as a whole.
Your Company has formulated a Corporate Social group which holds 1&% or more shareholding in the
Your Company had provided Mid-day meals for more • Evaluation of the performance of the Chairman
Responsibility Policy with the objective to promote listed entity other than the corporate actions applicable
than %,&&& Government School children in Medak and of the Company, Chairman of the Committee’s
inclusive growth and equitable development of identified uniformly to all the shareholders. Prior approval for
Toopran, Hyderabad this financial year. considering the views of the Executive and Non-
areas by contributing back to the society. Over the years, all the related party transactions is obtained from the
Executive Directors.
In the field of sports your Company has sponsored for Audit Committee.
your Company has been involved in various social activities
Coaching to Asian & Olympics Yacht games participant. • Evaluation of the quality, content and timelines of
focusing on Rural Development, Health & Sanitation Form AOC-( pursuant to Section 13)(3)(h) of the
like construction of toilets under Swachh Ghar mission, Your Company has taken up an initiative of supporting Companies Act, (&13 read with Rule "(() of the Companies flow of information between the Management and
Education & Sports and Environment sustainability. environment sustainability by installing 1(% solar street (Accounts) Rules, (&1) for disclosure of particulars of the Board that is necessary for the Board to perform
lights in Cherlapalli Jail, Hyderabad in Telangana. Apart contracts/arrangements, entered into by your Company its duties effectively and reasonably.
The Company has with the help of Gramalaya, a non-
from this, installation of solar roof tops in 1* schools in with related parties for the year ended 31st March, (&()
profit organisation, was involved in creating awareness
Toopran were also set up. is annexed herewith as “Annexure C” and forms part of VIGIL MECHANISM
and training women on menstrual hygiene and usage of
this Report. In terms of Section 177 of the Companies Act, (&13, and
cloth sanitary pads under project Naari Shakti as part of In order to protect environment, your Company has
Regulation (( of Listing Regulations, the Company has
our Rural development initiative. Towards this initiative sponsored two electric vehicles to M/s Akshaya Patra
BOARD EVALUATION formulated a Whistle Blower Policy as a vigil mechanism
women were mobilised and self-help groups were formed foundation and M/s Devnar School for Blind for their
Pursuant to the provisions of the Companies Act, (&13 to encourage all employees and Directors to report any
for better execution of the project and make this project causes to service children in Hyderabad.
as amended and Listing Regulations, the performance unethical behavior, actual or suspected fraud or violation
a self-sustaining one. Your organisation also supported Your Company has also supported conservation of evaluation of the Board, the committees of the Board and of the Company’s ‘Code of Conduct and Ethics Policy’
women entrepreneurs and aspiring entrepreneurs in Wildlife and protection of biodiversity by sponsoring the individual Directors [including Independent Directors and which also provides for adequate safeguard against
skill development programs conducted by the FTCCI, conservation of M/s Whale sharks project in Kerala. Chairperson] has been carried out. The manner in which victimisation of person who use such mechanism and
Hyderabad. In addition to this Vocational skill programs
the evaluation has been carried out has been explained there is a provision for direct access to the chairman of
were planned for youth to provide employment The composition of the CSR Committee is given in the
Corporate Governance Report forming part of this Annual in the Corporate Governance Report. The performance the Audit Committee inappropriate/exceptional cases.
opportunities in Toopran, near Hyderabad
Report. The CSR policy and the projects approved by the evaluation of the Chairman and the Non-independent The details of the Whistle Blower Policy is given in the
Your Company has also in collaboration with Gramalaya Board are available on the Company’s website at: https:// Directors was carried out by the Independent Directors. Corporate Governance Report and also available on
constructed toilets in individual homes (of farmers www.vsthyd.com/mainsite/documents/corporate- The Board of Directors expressed their satisfaction with the Company’s website at: https://www.vsthyd.com/
living) in and around Jogulamba-Gadwal district of social-responsibility-policy.pdf the evaluation process. mainsite/documents/whistle-blower-policy-(&((.pdf
Telangana where your Company has its operations,
under the ‘Swachh Ghar’ programme of your Company. The CSR Policy of the Company and the Annual Report
REMUNERATION POLICY DIRECTORS AND KEY MANAGERIAL PERSONNEL
on CSR activities during the year is annexed herewith as
These villages and the communities in the area were Nomination and Remuneration Committee has
also sensitised regarding the importance of health &
“Annexure B” and forms part of this Report. Directors retiring by rotation
formulated a policy relating to remuneration of directors,
sanitation. Over %7% household toilets have already been key managerial personnel and other employees which Mr. Naresh Kumar Sethi
constructed during the financial year, and your Company BUSINESS RESPONSIBILITY AND SUSTAINABILITY has been revised and approved by the Board. The
Mr. Naresh Kumar Sethi [DIN:&"('*)"*], a nominee
has plans to extend it further to other houses in the same REPORT Remuneration Policy and the criteria for determining
of the Raleigh Investment Company Limited, a British
area and thereafter extend it to other areas. In terms of Regulation 3)(()(f) of the Listing Regulations, qualification, position, attributes and independence of a
American Tobacco group Company was appointed as a
a report on Business Responsibility and Sustainability Director as required under Section 17"(3) of Companies
In addition to toilets under Health, your Company has Director of the Company with effect from 1)th December,
Report (BRSR) in the prescribed format forms part of the Act, (&13 are disclosed in the Corporate Governance
supported villages in Toopran with Health checkups and (&1" whose office is subject to retirement by rotation.
Board’s Report. Report. The policy is also placed on the website of
Eye checkups in partnership with Red Cross society and His appointment was approved by the Members at the
the Company at https://www.vsthyd.com/mainsite/
M/s L.V.Prasad eye hospital respectively. Your Company Annual General Meeting of the Company held on ("th
RELATED PARTY TRANSACTIONS documents/remuneration-policy.pdf
has a robust plan to address the health care needs in August, (&1'.
Kurnool region through its Mobile Dispensary program The related party transactions entered into by the
(Ambulance), with this the villagers shall have access to
Company during the year are in its ordinary course MEETING OF INDEPENDENT DIRECTORS Pursuant to Article '3 of the Articles of Association of
of business and on arm’s length basis. There were no During the financial year under review, all the Independent your Company, Mr. Naresh Kumar Sethi is liable to retire
health checkups regularly.
materially significant related party transactions between Directors of the Company met on (%th April, (&(3, from the Board and being eligible, offers himself for re-
In the field of Education, your Company supported the your Company and the Directors, Promoters or Promoter inter-alia, to discuss: election. Your Board recommends his reappointment.
sponsoring of Pan India Chess tournament for the Blind group, Key Managerial Personnel and other designated
children at M/s Devnar school for Blind, Hyderabad and persons which may have a potential conflict with the
also supported construction of school infrastructure interest of your Company at large. During the year, the

Mr. Naresh Kumar Sethi's [%" years] career spans 3( years Personnel as per the provisions of Section (&3 of the • Commitment to spare time to attend Board/ paper used for wrapping cigarette packets) had
as a Global Marketer, General Manager and Strategy Companies Act, (&13. Committee and other Meetings as may be necessary; been manufactured and consumed by your
Transformation Officer. He has held various marketing Company without payment of duty during the
• Diversity of perspectives brought to the
roles in India, Indonesia, West Africa Area and Australasia DIRECTORS’ RESPONSIBILITY STATEMENT period April 1''* to July (&1%. Demand for the
existing Board;
prior to moving to Japan as President of British American Pursuant to Section 13)(%) of the Companies Act, (&13 period till March (&&( has been adjudicated and
Tobacco, Japan. Mr. Sethi is a chemical engineer from your Directors confirm that: • Existing composition of the Board. the CESTAT decided in favour of your Company.
Indian Institute of Technology, Varanasi and has an MBA Department preferred an appeal before the
The qualification of the candidate is scrutinised by the
from the Indian Institute of Management, Calcutta, India. 1. in the preparation of the annual accounts, the Supreme Court was dismissed on monetary
Committee considering educational degree, college/
applicable accounting standards have been followed limits. Demands for period after March, (&&(
Mr. Naresh Kumar Sethi is not a Director in any other institution, professional qualification if any, etc. In
along with proper explanation relating to material till July, (&1% are yet to be adjudicated by the
Company in India. He is a Member in CSR Committee, addition, there is also a criteria regarding minimum
original authority.
departures, if any; work experience and the positive attributes such as
Stakeholders Relationship Committee, Risk Management
2. appropriate accounting policies have been selected leadership quality, level of maturity, management
Committee and the Nomination & Remuneration b) Tobacco Refuse
and applied consistently. Judgement and estimates capabilities, strategic vision, problem solving abilities,
Committee. Mr. Naresh Kumar Sethi does not hold any
etc., on which the candidate is judicially scrutinised. In Your Company has received show cause notices
shares in the Company and is not related to any other which are reasonable and prudent have been made
case of an internal candidate, the senior management demanding recovery of duty on cut tobacco
Director of the Company. so as to give a true and fair view of the state of affairs
employee is also evaluated on the above criteria before used in the manufacture of tobacco refuse since
of your Company as on 31st March, (&() and of the
being recommended for promotion as a Director. While January (&&% till June (&17 amounting to H+1).%(
profits of the Company for that period;
Independent Directors considering re-appointment of the Directors, their Crores. Demand for the period till October, (&13
In accordance with Section 1)' of the Companies Act, 3. proper and sufficient care has been taken for the performance evaluation report is considered. In case has been adjudicated and the CESTAT decided in
(&13, the Members at the Annual General Meeting of maintenance of adequate accounting records in of Independent Director, the independence, integrity, favour of your Company. Department preferred
the Company held on ("thAugust, (&1' have approved accordance with the provisions of the Companies expertise, experience and interest pecuniary or otherwise an appeal before Supreme Court which is
the appointment of Mr. Rajiv Gulati as Independent Act, (&13 for safeguarding the assets of your as per the statutory provisions are also assessed pending. Demands for period after October,
Director of the Company with effect from (*th July, Company and for preventing and detecting fraud before appointment. (&13 till June, (&17 are yet to be adjudicated by
(&1' and the Members through Postal Ballot by way of and other irregularities; the original authority.
Special Resolution have approved the re-appointment SIGNIFICANT & MATERIAL ORDERS PASSED BY
4. the annual accounts have been prepared on a going c) Service Tax
of Ms. Rama Bijapurkar and Mr. Sudip Bandyopadhyay THE REGULATORS OR COURTS OR TRIBUNALS
concern basis.
to be effective from 1st April, (&() and 1st June, (&() There are no significant or material orders passed by the Your Company has received show cause notices
respectively to hold the office for a further term of five 5. proper internal financial controls have been laid Regulators, Courts or Tribunals which impact the going from the Excise Department seeking to deny
consecutive years from their respective dates. down to be followed by your Company and such concern status of the Company and its future operations. CENVAT credit availed on various input services
internal financial controls are adequate and were However, Members’ attention is drawn to the following: on the ground that the same are not in relation
All the Independent Directors have given a declaration
operating effectively; and to the manufacture of final products. Upon
in terms of Section 1)'(*) of the Companies Act, (&13
adjudication, credit on most of the services was
as amended and Regulation (% and 1*(1)(b) of the 6. proper systems to ensure compliance with TAXATION
allowed in favor of your Company. Some of them
Listing Regulations as amended for the financial year the provisions of all applicable laws have been
i. Entry Tax have been disputed. Except for 3 show cause
ended 31st March, (&(), that they meet the criteria of devised, and such systems were adequate and
Entry Tax levy by the States of West Bengal, notice periods, all the matters that were pending
independence. They also declared that they are not aware operating effectively.
Jharkhand and Assam has been challenged before before the CESTAT were adjudicated and Final
of any circumstance or situation, which exist or may Orders passed in favour of your Company.
the respective State High Courts by your Company,
be reasonably anticipated, that could impair or impact CRITERIA FOR SELECTION AND APPOINTMENT basis the directions of the Hon’ble Supreme Court.
their ability to discharge their duties as an Independent OF DIRECTORS Demand of interest on entry tax was challenged PUBLIC INTEREST LITIGATION (PIL)
Director with an objective independent judgment and The Nomination and Remuneration Committee is before the High Court of Allahabad and is pending
without any external influence. The Board carried out an responsible for identifying, screening, recommending to adjudication. In the State of West Bengal, during i. Your Company has been impleaded in the petition
assessment of the declarations and took the same on the year, the Company has settled its Entry Tax filed in the Supreme Court by an NGO called ‘Centre
the Board a candidate for appointment as Director. Based
record. None of the Independent Directors are related to matter under amnesty scheme by paying %&% of the for Transforming India’ against the Union of India along
on the recommendation of the Committee, the Board
any other director of the Company. disputed tax amount. with other cigarette manufacturers, Tobacco Institute
identifies the candidate for the position of Director. While
of India, Bidi Manufacturers and Bidi Manufacturers’
identifying the candidate, inter-alia the following are
ii. Excise Association, seeking prohibition/ban of the
KEY MANAGERIAL PERSONNEL taken into consideration:
manufacture, storage and sale of all forms of tobacco
The Managing Director & CEO Mr. Aditya Deb Gooptu, the
• Qualification, experience and expertise; a) Wrapping Materials within the territory of India. This is being contested.
Chief Financial Officer Mr.Anish Gupta and the Company
Secretary Mr. Phani K. Mangipudi are the Key Managerial • Skills, abilities and personal contribution; The Excise department has issued show cause ii. Petitions have also been filed in other courts
notices demanding payment of duty of H+ ).%1 such as High Court of Madhya Pradesh - Jabalpur,
Crores on the ground that Gay Wrappers (printed National Green Tribunal, Delhi seeking ban on sale of

cigarettes and before High Court of Madhya Pradesh "%% of space. The "%% health warning came into effect the land is not to be altered and no third party interest ANNUAL RETURN
– Indore Bench seeking directions to mention tar from 1st April, (&1*. Your Company also filed a Writ to be created. Your Company filed a counter and vacate As required under Section '((3) of Companies Act,
and nicotine content on cigarette packs by the Petition before the High Court bench at Dharwad against stay application seeking permission to construct on the (&13 and Rule 1((1) of Companies (Management and
manufacturers. All of the above are being effectively the implementation of "%% health warning. The Hon’ble aid land. Judgment was pronounced on the vacate stay Administration) Amendment Rules, (&(&, Annual Return
contested by your Company. Supreme Court on hearing a PIL filed by Health for Millions, petition allowing your Company to construct but with is available on the Company’s website at https://www.
constituted a Bench before the Karnataka High Court to hear certain conditions. The State Government preferred an vsthyd.com/mainsite/Annual-Returns.html
FINANCIAL SERVICES BUSINESS all the matters relating to graphical health warning. The Writ appeal before the Supreme Court which was dismissed.
The Company petition filed by the Official Liquidator Petitions filed by TII and your Company were heard before AUDITORS
before he High Court of Andhra Pradesh (now Telangana the Bangalore Bench and it was held on 1%th December, PARTICULARS OF EMPLOYEES AND RELATED
High Court) seeking directions against some of the Ex- (&17 that the amendment made to the Packaging Rules Statutory Auditors
DISCLOSURES
Directors of ITC Agro Tech Finance and Investments imposing "%% graphic health warning is ultra vires the M/s. BSR & Associates, LLP, Chartered Accountants, were
The information required pursuant to Section 1'7(1()
Limited (ITCATF), the Company in liquidation, into Constitution. Against the said Judgment, an appeal was re-appointed as the Statutory Auditors of the Company
of the Companies Act, (&13 read with Rule %(1) of
which one of the subsidiaries of your Company, viz. VST filed by the Ministry of Health before the Supreme Court. A to hold office for a second term of five years from the
the Companies (Appointment and Remuneration of
Investments Limited was amalgamated, and its related stay has been granted on the said judgement and the case conclusion of the '&th AGM to the conclusion of the '%th
Managerial Personnel) Rules, (&1) as amended in
matters are still pending final adjudication. is pending before the Supreme Court. AGM. The Report given by the Auditors on the financial
respect of employees of the Company, are annexed
statements of the Company is part of the Annual Report.
herewith as “Annexure D” and forms part of this Report.
THE CIGARETTES AND OTHER TOBACCO REAL ESTATE There has been no qualification, reservation or adverse
The statement containing particulars of employees as
PRODUCTS (PROHIBITION OF ADVERTISEMENT The then Government of Andhra Pradesh had filed a land remark in their Report. During the year under review, the
required under Section 1'7 of the Act read with Rule
grabbing case against your Company in 1''1 in relation Auditors have not reported any matter under Section
AND REGULATION OF TRADE AND COMMERCE, %(() of Companies (Appointment and Remuneration
to a piece and parcel of vacant land which has been under 1)3(1() of the Companies Act, (&13 and hence, no details
PRODUCTION, SUPPLY AND DISTRIBUTION) ACT, of Managerial Personnel) Rules, (&1) is provided
possession and occupation by your Company for over is required to be disclosed under Section 13)(3)(ca) of the
in a separate annexure forming part of this Report.
2003 (COTPA) four decades. By its judgment dated ("th July, (&1&, the Companies Act, (&13.
However, in terms of Section 13* of the Act, the Report
i. In view of the provisions of COTPA, various restrictions Special Court had held that your Company is not a land and Accounts are being sent to the Members and
such as ban on advertising in print, visual media and grabber but had given the State Government the right Secretarial Auditor
others entitled thereto, excluding the information on
outdoors, regulation of in-store advertising, prohibition to initiate proceedings to recover possession of the land Pursuant to the provisions of Section (&) of the Companies
employees’ particulars which is available for inspection
of sale of cigarettes to persons below the age of 1" years, at some future date. Against this part of the judgement, Act, (&13 and Rule ' of the Companies (Appointment and
by the Members at the Registered Office of the Company
etc. have been in force. Printing of pictorial warnings your Company filed a writ petition before the then Hon’ble Remuneration of Managerial Personnel) Rules, (&1), the
during business hours on working days of the Company
on cigarette packets, came into effect from 31st May, High Court of Andhra Pradesh to expunge that part of the Company appointed M/s. Tumuluru and Company Firm
up to the date of the ensuing AGM. In case any Member is
(&&' were further revised and the pictorial warning Order giving such liberty to the Department despite the as Secretarial Auditor of the Company for the financial
interested in obtaining a copy thereof, such Member may
covering "%% of the front and back side of the packets fact that your Company has already been declared not year (&(3-(). The Secretarial Audit Report is annexed
write to the Company Secretary of the Company.
was implemented w.e.f. 1st April, (&1* and is being duly to be a land grabber. The writ petition is still pending. herewith as “Annexure E” and forms part of this Annual
complied with by your Company. The State Government has also filed a writ petition in The Nomination and Remuneration Committee of the Report. There are no qualifications, reservations or
the Hon’ble High Court of Andhra Pradesh seeking to Company has affirmed that the remuneration is as per adverse remarks in the Secretarial Audit Report.
ii. Your Company also filed a writ petition in the Hon’ble
set aside the said judgment of the Land Grabbing Court. the Remuneration Policy of the Company. Your Directors
High Court of Andhra Pradesh (now Telangana High Court)
An interim Order was passed restraining your Company take this opportunity to record their deep appreciation
challenging The Cigarettes and Other Tobacco Products COMPLIANCE WITH SECRETARIAL STANDARDS
from changing the status of the land or creating any third of the continuous support and contribution from all
(Packaging & Labelling) Rules, (&&* and the Amendment Your Company has complied with applicable Secretarial
party interest therein. Your Company is taking all the employees of your Company.
Rules (&&", on the grounds inter-alia that they are ultra standards, i.e. on Meetings of the Board of Directors
vires of COTPA and therefore the notifications issued necessary steps for speedy disposal of the above writ The Company has complied with provisions relating to the [SS-1] and on General Meetings [SS-(] issued by The
there under (including those seeking implementation of petitions which are pending before the Court. constitution of Internal Complaints Committee under the Institute of Company Secretaries of India (ICSI).
graphic health warnings) should be quashed. The said One more case of land grabbing was filed by the then Sexual Harassment of Women at Workplace (Prevention,
writ petition has been admitted but no interim orders Government of Andhra Pradesh against your Company Prohibition and Redressal) Act, (&13. The information COST ACCOUNTS AND RECORDS
were passed by the Hon’ble Court. The matter came up in the year 1'"' on a piece of land along with building as regards the number of cases filed and their disposal The maintenance of cost accounts and records and
for hearing and the same was dismissed as infructuous. called ‘Lal-e-Zar’, before the Special Court. In the year under this Act is given in the Business Responsibility and requirement of cost audit as specified under Section
(&1&, the Special Court passed a judgment stating that Sustainability Report. 1)"(1) of the Companies Act, (&13 are not applicable for
iii. Before the High Court of Karnataka, a Writ Petition was
filed by Tobacco Institute of India (TII) on behalf of your your Company is not a land grabber. After 7 years, the the business activities carried out by the Company.
Company and other manufacturers against the proposed Government of Telangana filed an appeal before the
notification dated 1%th October, (&1) by Health Ministry Hon’ble High Court of Telangana and Andhra Pradesh
to print health warning on both sides of the pack occupying seeking a direction from the court that the nature of

CONSERVATION OF ENERGY, TECHNOLOGY WAY FORWARD ANNEXURE A

ABSORPTION, FOREIGN EXCHANGE EARNINGS A highly consumer relevant brand portfolio remains a top
AND OUTGO
priority for your Company. This will be rigorously driven REPORT ON CORPORATE GOVERNANCE
by market level consumer insights, innovative product The Directors present the Company’s Report on Corporate Governance for the year ended 31st March, (&().
Information in accordance with clause (m) of sub-section
pipeline, best-in-class quality standards, execution
(3) of Section 13) of the Companies Act, (&13 read with
excellence at market level fully supported by a cohesive
Rule " of Companies (Accounts) Rules, (&1) is given in
digital ecosystem to deliver superior top & bottom- 1. COMPANY’S PHILOSOPHY ON CORPORATE GOVERNANCE
the “Annexure F” forming part of this Report.
line performance. Your Company considers good Corporate Governance a pre-requisite for meeting the needs and aspirations of its
Members and other stakeholders in the Company. The Board of Directors of your Company firmly believes that
SUBSIDIARY/ASSOCIATES/JOINT VENTURES
ACKNOWLEDGEMENTS the same could be achieved by maintaining transparency in its dealings, creating robust policies and practices for
Your Company does not have any subsidiary company,
The Directors are grateful to all valuable stakeholders key processes and systems with clear accountability, integrity, transparent governance practices and the highest
associates or joint ventures.
of the Company viz. customers, shareholders, dealers, standard of compliance.
vendors, banks and other business associates for their
INSOLVENCY AND BANKRUPTCY CODE 2016 excellent support rendered during the year. The Directors 2. BOARD OF DIRECTORS
There was no application made or any proceedings also acknowledge the unstinted commitment and valued
pending under the Insolvency and Bankruptcy Code (&1* contribution of all employees of the Company. a) Composition and category of Directors
(31 of (&1*) during the financial year. Name of the Director Category No. of outside No. of Memberships/Chairmanships of
On behalf of the Board, directorships held* board committees of other companies#
UTILISATION OF FUNDS Mr. Naresh Kumar Sethi, Non-Executive Director Nil Nil
Your Company has not raised any funds during the year Mr. Aditya Deb Gooptu Managing Director & CEO 1 Nil
NARESH KUMAR SETHI
through preferential allotment or Qualified Institutional Ms. Rama Bijapurkar Independent - Non-Executive Director % )
Dated this (*th day of April, (&() Chairman
Placement, as a result question of providing details of Mr. Sudip Bandyopadhyay Independent - Non-Executive Director ( (
Hyderabad DIN : &"('*)"*
utilisation of such funds does not arise. Further, during Mr. Rajiv Gulati Independent - Non-Executive Director Nil Nil
the year, there were no transaction relating to difference
Mr. S. Thirumalai Non-Executive Director Nil Nil
between amount of valuation done at the time of one-
time settlement and the valuation done while taking loan Notes: There are no inter-se relationships between the Board Members.
from the Banks or Financial Institutions. Except Mr. S. Thirumalai who holds 25 equity shares, none of the other Directors hold any shares in the Company. There are no convertible
instruments issued by the Company and hence none held by the Non-Executive Directors during the year ended 31st March, 2024.
*Outside directorships exclude unlisted public companies, foreign companies, private limited companies, debt listed and alternate
directorships.
# Only
Membership in Audit Committee and Stakeholders’ Relationship Committee have been reckoned for other Committee
Memberships.
$Representing equity interest of promoter group – British American Tobacco, U.K.
Directorships and Committees held in other listed companies

Ms. Rama Bijapurkar is on the Board and Member/Chairperson of the Committees in the following listed
companies:-
Name of the Director Directorship held in the other companies Name of the Committee Whether Chairman
or Member
Ms. Rama Bijapurkar Mahindra & Mahindra Financial Services Limited – Audit Committee Member
Independent Director
Stakeholders Relationship Committee Chairperson
Cummins India Limited – Audit Committee Member
Stakeholders Relationship Committee Member
Sun Pharmaceuticals Industries Limited –
- -
Apollo Hospitals Enterprise Limited –
- -
Gokaldas Exports Limited –
- -

Mr. Sudip Bandyopadhyay is on the Board and Member/Chairman of the Committees in the following Name of the Director Skills/expertise/competencies of 1. Oversight of the Company’s financial reporting
the Director
listed companies: process and the disclosure of its financial
Mr. Naresh Kumar Sethi Governance, Marketing and
information to ensure that the financial
Name of the Director Directorship held in the other companies Name of the Committee Whether Chairman or Member Business Strategy
statement is correct, sufficient and credible;
Mr. Sudip Bandyopadhyay Inditrade Capital Limited - - Mr. S. Thirumalai Finance & Regulatory
Ms. Rama Bijapurkar Business Strategy, Marketing & (. Recommendation for appointment,
AGS Transact Technologies Limited Audit Committee Member
Governance remuneration and terms of appointment of
Mr. Sudip Bandyopadhyay Business Strategy & Finance auditors of the Company;
b) Attendance of each Director at the Board Meetings and the last Annual General Meeting (AGM) held
Mr. Rajiv Gulati Business Strategy & Marketing 3. Approval of payment to statutory auditors
Name of the Director No. of Board 25th April, 16th May, 14th July, 29th July, 17th 22nd 27th March, AGM held on
Meetings held 2023 2023 2023 2023 October, January, 2024 21st August, Mr. Aditya Deb Gooptu Business Strategy & Marketing for any other services rendered by the
(Through (Through 2023 2024 (Through VC) 2023 statutory auditors;
VC) VC)
Mr. Naresh Kumar Sethi 7 Yes Yes Yes Yes Yes Yes Yes Yes d) Familiarisation Programme for Independent ). Reviewing, with the management, the annual
Directors financial statements and auditor’s report
Mr. Aditya Deb Gooptu 7 Yes Yes Yes Yes Yes Yes Yes Yes
In order to familiarise the Independent Directors thereon before submission to the Board for
Ms. Rama Bijapurkar 7 Yes Yes Yes Yes Yes Yes Yes Yes
with the Company and to inform them about their approval, with particular reference to:
Mr. Sudip Bandyopadhyay 7 Yes Yes Yes Yes Yes Yes Yes Yes
roles, rights and responsibilities, the Company
Mr. Rajiv Gulati 7 Yes Yes Yes Yes Yes Yes Yes Yes a) Matters required to be included in the
conducts orientation programs by various
Mr. S. Thirumalai 7 Yes Yes Yes Yes Yes Yes Yes Yes Director’s Responsibility Statement to be
departmental heads such as Legal & Secretarial,
included in the Board’s report in terms of
Marketing, Finance, Technical, etc. The Independent
clause (c) of sub-section 3 of Section 13) of
None of the Independent Non-Executive Directors than five such committees, across all listed entities Director is also taken for a market visit, visit to
the Companies Act, (&13;
has any pecuniary relationship or transactions in which he/she is a Director as required under tobacco growing areas, leaf division and tour of
with the Company, its promoters or its senior Regulation (* of the Listing Regulations. the plant. In addition to the above, any other detail b) Changes, if any, in accounting policies and
management which in the judgement of Board which the Director wants or any other department practices and reasons for the same;
In terms of Regulation (%(") of the Listing or function which the Director wants to meet is also
may affect the independence of the Director c) Major accounting entries involving
Regulations, the Independent Directors have arranged. The Policy on Familiarisation Programme
except receiving sitting fees for attending Board/ estimates based on the exercise of
confirmed that they are not aware of any for Independent Directors and the details of such
Committee Meetings and commission on profits judgment by management;
circumstance or situation which exists or may be familiarisation programmes are disseminated on the
from the Company.
reasonably anticipated that could impair or impact website of the Company https://www.vsthyd.com/ d) Significant adjustments made in the
their ability to discharge their duties. Based on mainsite/documents/Familiarisation-Programme- financial statements arising out of
c) Other details
the declarations received from the Independent for-independent-Directors.pdf. audit findings;
The Board of Directors of your Company is routinely Directors, the Board of Directors has confirmed
presented with all requisite information inter-alia that they meet the criteria of independence as The Board also carried out an assessment of the e) Compliance with listing and other
as required under the Companies Act, (&13 and mentioned under Section 1)'(*) of the Act and Independent Directors and confirmed that in its legal requirements relating to
the Listing Regulations. Detailed agenda notes Regulation 1*(1)(b) of the Listing Regulations and opinion they fulfill the conditions of independence financial statements;
containing details required for decision-making are that they are independent of management. as specified under the Companies Act and the Listing
f) Disclosure of any related party transactions;
circulated to the Directors in advance. The Meetings Regulations as amended and are Independent
are held as per the calendar finalised in consultation Further, the Independent Directors have included of management. g) Modified Opinion(s) in the draft audit report.
with the Board Members and the notice and agenda their names in the data bank of independent
Directors maintained with the Indian Institute of %. Reviewing, with the management, the quarterly
of the Meetings are circulated well in advance. 3. AUDIT COMMITTEE
Corporate Affairs in terms of Section 1%& of the Act financial statements before submission to the
The Board exercises its powers subject to the read with Rule * of the Companies (Appointment a) Terms of Reference Board for approval;
provisions of the Companies Act, (&13, Memorandum and Qualification of Directors) Rules, (&1). In the The primary objective of the Committee is to *. Reviewing with the management, the statement
& Articles of Association, the Listing Regulations and opinion of the Board, the Independent Directors monitor and provide an effective supervision of the of uses/application of funds raised through an
other statutory provisions. The Board reviews the fulfill the conditions specified in Listing Regulations financial reporting process, to ensure accurate and issue (public issue, rights issue, preferential
performance and takes on record the actions taken and are independent of the management. timely disclosures with highest level of transparency, issue, etc.), the statement of funds utilised for
by the Company/Management on its suggestions.
The Board has identified the following core skills/ integrity and quality of financial reporting. The purposes other than those stated in the offer
The Board meets at least four times a year and
expertise/competencies which are required and terms of reference of the Audit Committee covers document/prospectus/notice and the report
the gap between two meetings is not more than
available with reference to the business environment all the matters specified under Section 177 of the submitted by the monitoring agency monitoring
1(& days.
in which the Company operates: Companies Act, (&13 and those enumerated in the utilisation of proceeds of a public or rights
None of the Directors on the Board is a Member of Regulation 1" of the Listing Regulations. The terms issue, and making appropriate recommendations
more than ten committees or a Chairperson of more of reference of the Audit Committee are as under: to the Board to take up steps in the matter;

7. Review and monitor the auditor’s independence 1". To review the functioning of the Whistle The representatives of the statutory auditors and d) To vet and approve recommendations from the
and performance, and effectiveness of Blower mechanism; internal auditors and the CFO are the permanent Executive Directors for the appointment and
audit process; 1'. Approval of appointment of CFO (i.e. the invitees and they have attended all the Meetings succession of senior managers;
". Approval or any subsequent modification Wholetime Finance Director or any other held during the year. The Company Secretary is the
e) Formulate a criteria for evaluation of every
of transactions of the Company with person heading the finance function or Secretary to the Committee. Minutes of the Audit
Director’s performance;
related parties; discharging that function) after assessing the Committee Meetings are circulated to the Members
qualifications, experience and background, etc. of the Board of Directors and taken note of. f) Formulate criteria for determining qualifications,
'. Scrutiny of inter-corporate loans
of the candidate; positive attributes and independence of
and investments;
4. NOMINATION AND REMUNERATION a Director;
1&. Valuation of undertakings or assets of the (&. Carrying out any other function as is mentioned
Company, wherever it is necessary; in the terms of reference of the Audit Committee. COMMITTEE g) Recommend to the Board a policy relating to
(1. To consider and comment on rationale, cost- remuneration for Directors, Key Managerial
11. Evaluation of internal financial controls and risk i. Terms of Reference
benefits and impact of schemes involving Personnel & other employees;
management systems; Pursuant to Section 17" of Companies Act, (&13
merger, demerger, amalgamation etc., on the h) Recommend to the Board, all remuneration
1(. Reviewing with the management, performance read with Regulation 1' of the Listing Regulations as
Company and its shareholders. payable to senior management;
of statutory and internal auditors, adequacy of amended, the terms of reference are as under:
the internal control systems; The Audit Committee mandatorily reviews the
a) Identify persons who are qualified to become i) Assess, approve or recommend the training and
following information:
13. Reviewing the adequacy of internal audit Directors in accordance with the criteria development requirements of Directors and
function, if any, including the structure of 1. Management discussion and analysis of senior management as recommended by the
laid down;
the internal audit department, staffing and financial condition and results of operations; Executive Directors;
seniority of the official heading the department, (. Statement of significant related party b) Lay down the criteria for appointment at senior
management level; j) Devising a policy on Board Diversity.
reporting structure coverage and frequency of transactions (as defined by the Audit
internal audit; Committee) submitted by management; c) Recommend to the Board, appointment and
1). Discussion with internal auditors of any 3. Management letters/letters of internal control removal of Directors;
significant findings and follow up thereon; weaknesses issued by the statutory auditors;
1%. Reviewing the findings of any internal ). Internal audit reports relating to internal
investigations by the internal auditors into control weaknesses; ii. Composition, Meetings held and Attendance during the financial year
matters where there is suspected fraud of %. The appointment, removal and terms of Name of the Director Category Attendance at the Nomination and Remuneration Committee
Meetings held on
irregularity or a failure of internal control remuneration of the internal auditor shall be 25th April, 29th July, 17th October, 22nd January,
systems of a material nature and reporting the subject to review by the Audit Committee; and 2023 2023 2023 2024
matter to the Board; Ms. Rama Bijapurkar Independent Non-Executive Director Yes Yes Yes Yes
*. Statement of deviations:
1*. Discussion with statutory auditors before the [Chairperson]
a) Quarterly statement of deviation(s)
audit commences, about the nature and scope Mr.Sudip Bandyopadhyay Independent Non-Executive Director Yes Yes Yes Yes
including report of monitoring agency, if
of audit as well as post-audit discussion to Mr. Rajiv Gulati Independent Non-Executive Director Yes Yes Yes Yes
applicable, submitted to stock exchange(s)
ascertain any area of concern; Mr. Naresh Kumar Sethi Non-Executive Director Yes Yes Yes Yes
in terms of Regulation 3((1);
17. To look into the reasons for substantial defaults
b) Annual statement of funds utilised for
in the payment to the depositors, debenture iii. Remuneration Policy Compensation Philosophy
purposes other than those stated in the
holders, shareholders (in case of non-payment
offer document/prospectus/notice in Purpose The Company’s compensation philosophy reflects
of declared dividends) and creditors;
terms of Regulation 3((7). on the guiding principles of aligning with Company
The remuneration policy defines the compensation
objective of sustained improvement in performance,
or remuneration philosophy of the organisation. It
promoting a culture of meritocracy, creating a
(b) Composition, Meetings held and Attendance during the financial year specifies about the drivers of the philosophy, where
linkage to corporate and individual performance,
the Company positions itself in the overall industry/
Name of the Director Category Attendance at the Audit Committee Meetings held on market competitiveness and positive influence on
25th April, 14th July, 2023 17th October, 22nd January,
market related percentile, who are the comparators
the employee contribution and continuity.
2023 (Through VC) 2023 2024 for the purpose of remuneration.
Mr. Sudip Bandyopadhyay Independent Non-Executive Director Yes Yes Yes Yes The Company’s remuneration philosophy is
[Chairman] Scope aligned with broader HR strategy which reinforces
Ms. Rama Bijapurkar Independent Non-Executive Director Yes Yes Yes Yes It covers the Executive Directors and management employee value proposition through enabling
Mr. Rajiv Gulati Independent Non-Executive Director Yes Yes Yes Yes level employees of the Company comprising of work environment, empowering and engaging
Mr. S. Thirumalai Non-Executive Director Yes Yes Yes Yes senior management, middle management and work culture.
junior management.
"& ANNUAL REPORT 2023-24 "1

The remuneration philosophy is driven by: management, above the median of the market/ level of participation in the Board and Committee The performance of Board Committees were
industry positioning. Meetings etc. In addition to the above parameters, evaluated by the Board on the basis of their
1. Business performance-Remuneration as an
the performance of Executive Director was also achievement of charter and role of each Committee.
effective instrument to enhance performance Middle & junior management: Individual
evaluated against his Key Responsibility Areas The performance of Board as a whole was evaluated
and therefore link as an optimum mix of compensation fitment in this category is around the
(KRAs). The Chairman’s performance was evaluated by the Independent Directors on the basis of its
individual & company performance. median of the market/industry positioning.
by Independent Directors on above parameters after duties and responsibilities as per terms of reference.
(. Remuneration practices that support and The variable component of the salary at the junior considering the views of Executive and Non-Executive The evaluation also assesses the Board composition,
encourage meritocracy based on objectivity, management starts at 1&% of the total cost of the Directors. Independent Directors were also assessed need for induction/change in Directors, Board’s role
fairness & transparency. Company and goes up to 3%% for senior management. by the entire Board (excluding the person being in contributing to the growth and progress of the
evaluated), based on their performance, fulfillment Company, etc.
3. Remuneration policy will act as motivational The variable component for the Executive Directors of the Independence criteria and their independence
tool & drive the desired positive behaviors and is subject to statutory provisions and approval of The overall outcome from the evaluation was that
from the management vis-à-vis Code for Independent
thus improve the overall organisational health the shareholders. The Company’s performance the Board and its individual Directors are performing
Directors under Schedule IV of the Companies
and performance. management system differentiates the executives effectively and that the Board is well supported to
Act, (&13. A structured format for evaluation of the
under four categories and they are accordingly rated focus on strategy, governance and compliance.
). Taking in to the competitive aspect, Directors on the above parameters has been prepared
based on the agreed key result areas. The reward is for the purpose. Director being evaluated does not
remuneration is based on market/industry
linked to the performance rating. participate in the evaluation process.
positioning vis-à-vis relevant competitors.
The review of the compensation structure in line
For determining the market/industry positioning,
with the market shall be done periodically as may be iv. Details of remuneration paid to all the Directors for the financial year ended 31st March, 2024
FMCG, manufacturing and other sector companies
required but at least once in three years. All other
form the basket of comparators with primary focus Allowances,
perquisites and benefits shall also be reviewed at benefits and
on FMCG sector. The list of the comparators and
least once in three years. Salary / contributions Performance Other
the positioning of the remuneration structure is Commission Sitting Fees Total
Name Position Remuneration to Provident/ Linked Bonus Remuneration
` ` `
reviewed periodically as may be required but at least ` Pension and ` `
once in three years in tune with the requirement of

Remuneration of Non-Executive Directors Other Funds
`
the Company. Non-executive Directors of the Company are paid - - - 1,(%,&&,&&& *&,&&,&&& 1%,)&,&&& (,&&,)&,&&&
Mr.Naresh Kumar Chairman-
sitting fees for attending Board & Committee Sethi Non-Executive
Employee compensation positioning is determined
Meetings, reimbursement of expenses for attending Director
by his/her performance as assessed on the basis of
the Meetings and remuneration / commission Mr. Aditya Deb Managing 1,)&,*(,"'* 1,)(,7",)&7 1,%1,)7,(3* - - - ),3),"",%3'
the applicable performance management system. Gooptu Director & CEO
as a percentage of net profit, as approved by the
Members within the overall limit prescribed under Ms. Rama Independent - - - - )%,&&,&&& 1",*&,&&& *3,*&,&&&
Policy Definition Bijapurkar Non-Executive
the law and Independent Directors are not eligible
Remuneration policy of the Company has been Director
for any stock options.
designed to attract, retain and motivate the Mr. Sudip Independent - - - - %&,&&,&&& 1*,*&,&&& **,*&,&&&
employees and Directors of the quality required to Bandyopadhyay Non-Executive
Criteria for selection and appointment of Director
run the Company successfully. The remuneration Directors
Mr. Rajiv Gulati Independent - - - - 3),&&,&&& 17,"&,&&& %1,"&,&&&
is directly linked to the individual performance and
Criteria for selection and appointment of Directors is Non-Executive
is measurable on specified benchmarks as set by Director
given as part of the Board Report.
the Company. The remuneration is an optimum Mr. S. Thirumalai Non-Executive - - - 25,00,000 37,00,000 15,40,000 77,40,000
mix of fixed and variable pay and comprises of the Director
Criteria for performance evaluation
components as mentioned under:
Pursuant to the provisions of the Companies Act,
a) Fixed components: Comprising of (i) Basic (&13 and Regulation 1' of the Listing Regulations, The Company has adopted the VST Employee Stock During the year, the Company has adopted the VST
salary; (ii) Fixed allowances & perquisites; (iii) criteria for performance evaluation of individual Option Plan (&(& (‘VST-ESOP (&(&’) for the benefit Employee Phantom Stock Option (&(3 (‘VST-EPSOP
Retiral benefits. Directors, Board as a whole as well as the Board of the permanent employees and/or Directors of (&(3’) for the benefit of the Senior Management
Committees has been formulated. the Company and/or its holding and subsidiary and/or Directors.
b) Variable components: Comprising of
Company(ies), if any, in future, but excluding
performance linked bonus, paid annually. Performance of the Directors was evaluated on Benefits for Managing Director & CEO are as per the
Independent Directors and any employee who is a
broad criteria such as contribution to the Board emoluments approved by the shareholders at their
promoter or belongs to the promoter group.
Individual compensation fixation is as under: and Committees thereof; contribution to effective meeting held on (7th July, (&(1 and the Rules of
Executive Directors & senior management: Board governance; contribution to the Company and the Company.
Compensation fitment for Executive Directors is management to achieve its plans, goals, corporate
in the top quartile or thereabout and for senior strategy and risk mitigation; level of preparedness;
"( ANNUAL REPORT 2023-24 "3

The appointment of Executive Directors is governed Members of the Company have approved payment Nature of complaints / queries Received Attended Pending
by Resolutions passed by the Board of Directors and of Commission not exceeding one percent of Non-receipt of annual reports & & Nil
the Members of the Company and the agreement the net profits to the Non-Executive Directors of Non-receipt of dividend warrants 33 33 Nil
entered into with the Company, which cover the the Company for each of the five financial years Non-receipt of share certificates ' ' Nil
terms and conditions of such appointment, read with commencing from 1st April, (&(3. Commission Letters from stock exchanges / SEBI 7 7 Nil
the service rules of the Company. The notice period paid to Non-Executive Directors is determined
for Executive Directors is six months as per Article based on their performance evaluation and on the
No.1&1 of Articles of Association of the Company. No basis of their membership in various Committees The shareholders/investors complaints and other expenditure for each activity and recommend
significant material transactions have been made with of the Board. complaints are normally responded to as prescribed the same to the Board every year;
the Non-Executive Directors vis-a-vis the Company. by SEBI under general norms for processing
In accordance with the Listing Regulations, no • To determine the location where CSR activities
No severance fees was paid to the Directors. documents, transfers etc., except where constrained
employee, including key managerial personnel or shall be undertaken;
by disputes or legal impediments. There are some
Performance of the Managing Director & CEO is director or promoter of a listed entity, shall enter pending cases relating to disputes over the title to • To monitor the progress of the projects/
evaluated basis his achievement as determined by into any agreement for himself or on behalf of any shares in which the Company has been made a party activities from time to time;
the Key Result Areas identified and agreed at the other person, with any shareholder or any other third only as a proforma defendant/respondent. However,
beginning of the year. party with regard to compensation or profit-sharing • To nominate employees who shall be
these cases are not material in nature.
in connection with dealings in the securities of the responsible for implementation, execution and
v. Criteria for making payments to Non-Executive Company, without prior approval from the Board monitoring of CSR activities;
Directors 6. CORPORATE SOCIAL RESPONSIBILITY
as well as from shareholders by way of an ordinary • To hire services of external service providers,
The Board periodically reviews the criteria for making resolution. No such instances were reported during COMMITTEE (INCLUDING OVERSIGHT OF
Non-Governmental Organisations (NGOs),
payments to Non-Executive Directors. The Non- financial year ended 31st March, (&(). ESG FRAMEWORK) volunteers, professionals, consultants,
Executive Directors are paid sitting fees for attending In compliance with the provisions of Section 13% specialised agencies, etc., if required, to
each Meeting of the Board or its Committee as per 5. STAKEHOLDERS’ RELATIONSHIP COMMITTEE of the Companies Act, (&13, Corporate Social undertake such activities.
the details given below: In terms of Section 17" of the Companies Act, (&13 Responsibility Committee has been constituted.
Board Meeting -
The Board of Directors has extended the ambit and
` 1,&&,&&& and Regulation (& of the Listing Regulations as The terms of reference of the Committee are scope of CSR Committee to include the ESG strategy
Audit Committee - ` 1,&&,&&& amended, the Committee inter-alia looks after the as under: and its implementation, to execute ESG related
Stakeholders Relationship Committee - ` %&,&&& redressal of investors’ complaints, issue of duplicate
• Identify the areas for carrying out the activities initiatives and policies, assess their impact, review
Nomination & Remuneration - ` "&,&&& shares, reviews the work of Registrar and Share
Committee and formulate policy to undertake the same; disclosures of ESG matters to internal and external
Transfer Agents, etc.
Corporate Social Responsibility - ` "&,&&& stakeholders and to identify and recommend
Committee • Identify the projects, programs for specific area measures to mitigate ESG related risks.
Risk Management Committee - ` "&,&&& of activity, finalise the budget and earmark the
Strategy Committee - ` "&,&&&
Composition, Meetings held and Attendance during the financial year

Composition, Meetings held and Attendance during the financial year: Name of the Member Category Attendance at the CSR Committee Meeting held on
24th April, 2023
Name of the Member Category Attendance at the Stakeholders’ Relationship Committee Meetings held on
Mr. Rajiv Gulati Independent Non-Executive Director [Chairman] Yes
24th April, 14th July, 2023 17th October, 22nd January,
2023 (Through VC) 2023 2024 Ms. Rama Bijapurkar Independent Non-Executive Director Yes
Ms. Rama Bijapurkar Independent Non-Executive Director Yes Yes Yes Yes Mr. Naresh Kumar Sethi Non-Executive Director Yes
[Chairperson]
Mr. S. Thirumalai Non-Executive Director Yes
Mr. Rajiv Gulati Independent Non-Executive Director Yes Yes Yes Yes
Mr. Aditya Deb Gooptu Managing Director & CEO Yes
Mr. Naresh Kumar Sethi Non-Executive Director Yes Yes Yes Yes
Mr. S. Thirumalai Non-Executive Director Yes Yes Yes Yes The Company Secretary acts as the Secretary to the Committee.
Mr. Aditya Deb Gooptu Managing Director & CEO Yes Yes Yes Yes
The Company Secretary acts as the Secretary to the Committee. 7. SUBSIDIARY COMPANY 8. RISK MANAGEMENT COMMITTEE
The Company does not have any material subsidiary The Company has laid down procedures to inform
i) Name and designation of Compliance Officer: Phani K. Mangipudi, Company Secretary company as defined in Regulation 1* of the Listing Board Members about the risk assessment and
ii) Number of shareholders’ complaints received and attended during the financial year ended 31st March, (&() Regulations. Hence, no policy for determining minimisation procedures.
material subsidiaries has been framed.
") ANNUAL REPORT 2023-24 "%

The terms of reference of the Committee are • To periodically review the risk management Annual General Meeting held on 29th July, 2022 Procedure for postal ballot:
as under: policy, at least once in two years, including by No special resolutions were passed The postal ballot was carried out as per the
considering the changing industry dynamics provisions of Sections 1&" and 11& and other
• To ensure appropriate methodology, processes
and evolving complexity; Annual General Meeting held on 27th July, 2021 applicable provisions of the Act, read with the
and systems are in place to monitor and
evaluate risks associated with the business of • To keep the Board of Directors informed about No special resolutions were passed Rules framed thereunder and read with the General
the Company; the nature and content of its discussions, Circular nos. 1)/(&(& dated "th April, (&(&, 17/(&(&
recommendations and actions to be taken; and iii. Details of special resolution passed through dated 13th April, (&(& and '/(&(3 dated (%th
• To monitor and oversee implementation of the September, (&(3, respectively issued by the Ministry
postal ballot, the persons who conducted the
risk management policy, including evaluating • To monitor and review cyber security in of Corporate Affairs.
postal ballot exercise, details of the voting
the adequacy of risk management systems; the Company
pattern and procedure of postal ballot:
• To consider the Business Continuity Plan (BCP) The Company sought approval of Members by way 11. MEANS OF COMMUNICATION
and Sustainability; of Special Resolution through notice of Postal Ballot The quarterly/half yearly financial results are
dated ((nd January, (&() for: announced within )% days of close of each quarter.
The annual audited financial results are announced
Composition, Meetings held through VC and Attendance during the financial year • Re-appointment of Ms. Rama Bijapurkar as an within *& days from the close of the financial year
Name of the Member Category Attendance at the Risk Committee Meetings held on Independent Director for a second term of five as per the requirements of the Listing Regulations.
16th June, 2023 7th December, 2023 consecutive years. The aforesaid financial results are disclosed to BSE
Mr. Sudip Bandyopadhyay Independent Non-Executive Director [Chairman] Yes Yes Limited [BSE] and The National Stock Exchange of
• Re-appointment of Mr. Sudip Bandyopadhyay
Ms. Rama Bijapurkar Independent Non-Executive Director Yes Leave of Absence as an Independent Director for a second term of India Limited [NSE] where the Company’s securities
Mr. Naresh Kumar Sethi Non-Executive Director Yes Yes five consecutive years. are listed. The quarterly, half yearly and annual
Mr. S. Thirumalai Non-Executive Director Yes Yes financial results are published in Business Standard
Both the above resolutions were duly passed and the and in a vernacular newspaper i.e., Nava Telangana.
Mr. Aditya Deb Gooptu Managing Director & CEO Yes Yes
results of which were announced on )th March, (&(). The results along with other official information are
Mr. Anish Gupta Senior Management Yes Yes
Mr. B.V. Saravana Kumar (Membership No.ACS (*'))) also posted on the Company’s website viz. www.
Mr. Kalyan Basu Senior Management Yes Leave of Absence vsthyd.com.
Partner of Tumuluru & Co, Practising Company
Mr. S. Sriram Senior Management Yes Yes
Secretaries, was appointed as the Scrutiniser During the year, there were no presentations made
The Company Secretary acts as the Secretary to the Committee. to scrutinise the postal ballot process by voting to institutional investors or to the analysts.
through electronic means only (remote e-voting) in
a fair and transparent manner. Details of the voting The Stock Exchanges viz. BSE and NSE, maintain
9. SENIOR MANAGEMENT: 10. GENERAL BODY MEETINGS pattern are provided below: separate online portals for electronic submission
The particulars of Senior Management as per of information. As part of the Listing Regulations
i. Location and time of last three Annual General Resolution passed Votes in Votes Invalid
Regulation 1*(1)(d) of the Listing Regulations are compliances, all the disclosures, results and other
Meetings are as under: through postal ballot favour of the against the votes
as follows: resolution resolution communications are filed electronically on these
Year Venue Date Time online portals.
S. Re-appointment of 1(%*"1&( (*7"& 1%
Name Designation (&((-(3 Hotel Taj Krishna, (1.&".(&(3 1&.3& a.m. Ms. Rama Bijapurkar
No.
Road No.1, Banjara Hills, as a Non-Executive
1 Mr. Sanjay Wali Chief Operating Officer Hyderabad-%&& &3) Independent Director
12. GENERAL SHAREHOLDER INFORMATION
( Mr. Kalyan Basu President – Marketing for a second term of five
(&(1-(( Through Video ('.&7.(&(( 1&.&& a.m. Date, Time and Venue of the Annual General
3 Mr. Ajay Chaudhary Vice President – Digital Conference consecutive years
Meeting
Transformation (&(&-(1 Through Video (7.&7.(&(1 &1.3& p.m. Re-appointment of Mr. 1(%"%*17 '(*7 13
Conference Sudip Bandyopadhyay ('th August, (&() at 11.&& a.m. (IST) through Video
) Mr. Amit Arora Chief Human Resource Officer
as a Non-Executive Conference (VC)/Other Audio Visual Means (OAVM)
% Mr. Anish Gupta Chief Financial Officer Independent Director
ii. The following Special Resolutions were passed for a second term of five Financial year: 1st April, (&() to 31st March, (&(%
* Dr. T. Lakshmi Vice President – Leaf
Narasaiah by the Members at the last three Annual consecutive years
General Meetings: Financial Calendar 2024-25 [Tentative]
7 Mr. Phani Mangipudi Company Secretary and Vice
President – Legal & Secretarial iv. Details of special resolution proposed to be
Annual General Meeting held on 21st August, First quarter results July, (&()
" Mr. S. Sriram Vice President – Technical
conducted through postal ballot:
2023 Second quarter and half yearly results October, (&()
' Mr. Tarun Malhotra Vice President – Marketing No Special Resolution is proposed to be conducted
Continuation of directorship of Mr. S. Thirumalai Third quarter results January, (&(%
through Postal Ballot as on the date of this
(DIN:&&&11"'') as a Non-Executive Director on Annual results April, (&(%
Annual Report.
attaining the age of 7% years
"* ANNUAL REPORT 2023-24 "7

Dates of Book Closure: 1%.*.(&() to (1.*.(&() [both days inclusive] Performance in comparison with Nifty 50
Dividend Payment Date: Within 3& days of the AGM date. [based on closing price/Nifty 50] [Source: www.nseindia.com]
Listing on Stock Exchanges with Stock Code:

S.
Name of the Stock Exchange Stock Code
No.
1. BSE Limited %&''** 4,000.00
(%th Floor, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – )&& &&1 23,000.00
(. National Stock Exchange of India Limited VSTIND
Exchange Plaza, C-1, Block G,Bandra-Kurla Complex, Bandra (E), Mumbai – )&& &%1 3,800.00
22,000.00
Annual Listing Fees have been paid to the above stock exchanges.
Share Price (H)

3,600.00
21,000.00
Market Price Data: High/Low during each month in the last Financial Year (2023-24)
Nifty 50
1BSE 2NSE
3,400.00 20,000.00
Period High Low High Low
` ` ` `
April, (&(3 3,))'.&& 3,1%*.'% 3,))'."& 3,1)%.%% 3,200.00 19,000.00
May, (&(3 3,)&'.1% 3,(31.1& 3,)1%.&& 3,(3*.&&
June, (&(3 3,%)%.%% 3,3&%.1% 3,%%'.'% 3,3&*.*&
3,000.00 18,000.00
July, (&(3 3,"1'.7& 3,)%*.&% 3,"(1.&& 3,)%(.*&
April, 2023
May, 2023
June, 2023
July, 2023
August, 2023
September, 2023
October, 2023
November, 2023
December, 2023
January, 2024
February, 2024
March, 2024
August, (&(3 3,"%'.'% 3,3*(.%& 3,"*(.&& 3,)&&.&&
September, (&(3 3,*"1.7% 3,3'1.&& 3,*'*.7& 3,3"7.%&
October, (&(3 3,)%).%& 3,1%'.'& 3,)%".'% 3,1%'.&&
November, (&(3 3,33*.&& 3,17).%& 3,3)3.&& 3,17)."%
December, (&(3 3,)31.7& 3,(1*.&& 3,))&.&& 3,(%1.&&
January, (&() ),3(".)% 3,3*&.7% ),3().7& 3,37).1%
February, (&() 3,7%&.&& 3,)%".&& 3,7%".&& 3,)*&.&&
Share Price Nifty 50
March, (&() 3,"3".&& 3,)%1.&% 3,"%*.&& 3,%1&.)&
1Source – www.bseindia.com
2Source – www.nseindia.com
Performance in comparison with BSE Sensex Registrar and Transfer Agents Share Transfer System
[based on closing price/Sensex] [Source: www.bseindia.com] As a Member of the Company, you are encouraged In terms of Regulation )&(1) of Listing Regulations,
to contact the Registrar and Transfer Agents for as amended from time to time, securities can be
all your shares related services and queries at the transferred only in dematerialised form with effect
4,000.00 below address: from 1st April, (&1'. The requests for effecting
74,000.00 transfer/transmission/transposition of securities
KFin Technologies Limited shall not be processed unless the securities are
3,800.00 72,000.00
Selenium Tower B, Plot No. 31 & 3(, Financial held in dematerialised mode. Members holding
70,000.00 District, Nanakramguda, Gachibowli, shares in physical form are requested to convert
Share Price (H)
3,600.00 their holdings in dematerialised form. A summary

Serilingampally, Hyderabad - %&& &3(, Telangana.
BSE Sensex
68,000.00
Tel: + '1-)&-*71*1*&* of transmission of shares of the Company approved
3,400.00 66,000.00 Fax: + '1-)&-(3)(&"1) is placed at the Meeting of the Stakeholders’
email: einward.ris@kfintech.com Relationship Committee.
64,000.00
3,200.00 Pursuant to SEBI Circular dated (%th January, (&((,
62,000.00 Contact Person:
the listed companies are required to issue the
Mr. Praveen Chaturvedi –
3,000.00 60,000.00 securities in dematerialised form only, for processing
General Manager – Corporate Registry
April, 2023
May, 2023
June, 2023
July, 2023
August, 2023
September, 2023
October, 2023
November, 2023
December, 2023
January, 2024
February, 2024
March, 2024
any service requests from shareholders viz., issue

Mr. Raghunath Veedha – of duplicate share certificates, endorsement,
Deputy Manager – Corporate Registry transmission, transposition, etc. Post completing
Share Price BSE Sensex
"" ANNUAL REPORT 2023-24 "'

the processing of the service request, a letter of Categories of Shareholding as on 31st March, transactions. The use of these foreign exchange 13. DISCLOSURES
confirmation will be issued to the shareholders 2024 forward contracts are intended to reduce the risk
i. Related Party Transactions (RPT)
and shall be valid for a period of 1(& days, within Number of Percentage of
or cost to the Company and are not intended for
which the shareholder shall make a request to Category Shares held Shareholding trading or speculation purpose. The details of foreign There were no materially significant transactions
the Depository Participant for dematerialising currency exposure are disclosed in Note No.(' to with related parties during the financial year which
Promoters and Associates )',*%,'&( 3(.1*
those shares. If the shareholders fail to submit the the Financial Statements. were in conflict with the interest of the Company
FIIs/FPIs (,1&,")) 1.3*
dematerialisation request within 1(& days, then the as contained under Section 1"" of Companies Act,
Insurance Companies (,3(,"&3 1.%1 The Principal raw material used by the Company in (&13. Suitable disclosures as required by the Indian
Company shall credit those shares in the Suspense
Mutual Funds (1,77,"1& 1).1& manufacture of its finished product i.e. Cigarettes, Accounting Standards [IND AS()] have been made
Escrow Demat account held by the Company.
Shareholders can claim these shares transferred to Nationalised banks and 1(,77" &.&" is tobacco. Factors that influence fluctuations in in the notes to the Financial Statements.
Suspense Escrow Demat account on submission of
other banks tobacco prices and availability include farm prices,
government’s policies, operational issues, natural The details of transactions with related parties
necessary documentation. NRI’s and OCB’s 1,%*,"&7 1.&(
were placed before the Audit Committee and the
Bodies Corporate )',7",(*' 3(.() disasters and economic conditions among others.
There are no pending share transfers as at 31st Independent Directors of the Committee have
Indian Public and Others (7,&*,7&7 17.%3 The Company’s commodity risk is arising from reviewed the same for the year ended 31st March,
March, (&().
TOTAL 1,54,41,920 100.00 volatility in price and non-availability of tobacco (&(). The details of RPT are disclosed in Note No.("
Distribution of shareholding as on 31st March, is managed centrally through well-established of Notes on Financial Statements to the Accounts in
2024 Reconciliation of Share Capital Audit operations and control processes which includes the Annual Report and also in Form AOC-( attached
For each quarter of the financial year (&(3-(), a diversified tobacco sourcing strategy from both with the Boards’ Report.
No. of
Slab No. of Shares %
Shareholders
%
qualified Company Secretary in Practice has carried dealers and farmers coupled with sourcing in
The details of such policy for dealing with RPT are
out audit under Regulation 7* of SEBI (Depositories different seasons. There have been no significant
1-%&& 11,)(,*%1 7.)& 3(,"1( '7.%( disseminated on the Company’s website at: https://
and Participants) Regulations, (&1", as amended to changes in the nature of the risk exposures over
%&1-1&&& 3,3*,7&7 (.1" )*' 1.3' www.vsthyd.com/mainsite/documents/policy-on-
reconcile the total admitted capital with NSDL and the last 1( months and there is no futures market
1&&1-(&&& (,7',""" 1."1 1'" &.%' related-party-transactions1.pdf
CDSL and total issued and listed capital. The audit in tobacco.
(&&1-3&&& 1,**,'(* 1.&" *' &.(1
report confirms that the total issued/paid-up capital Accordingly, in terms of Regulation 3)(3) of the ii. Strictures and Penalties
3&&1-)&&& **,)71 &.)3 1' &.&* is in agreement with the total number of shares in
Listing Regulations read with SEBI Circular dated There were no non-compliances by the Company
)&&1-%&&& 3',*&7 &.(* ' &.&3 physical form and the total number of dematerialised
1%th November, (&1", the disclosure requirements and no instances of strictures or penalties have been
%&&1-1&&&& 1,%%,7"7 1.&1 (( &.&* shares held with NSDL and CDSL and the same is
prescribed therein are not applicable to the Company. imposed on the Company by the Stock Exchanges or
1&&&1 and 1,3(,%3,""3 "%."3 )" &.1) filed with BSE & NSE.
by SEBI or by any statutory authority on any matters
above
Similarly, the Company obtains from a Company Plant Locations related to capital markets during the last three
Total 1,54,41,920 100.00 33,646 100.00 Secretary in Practice, yearly certificate of compliance 1-7-1&*3/1&*%, Azamabad, Survey No.(""/("', financial years.
Physical Mode 2,67,515 1.73 1,462 4.35 with the share transfer formalities as required under Hyderabad – %&& &(&, Muppireddy Palli,
Demat Mode 1,51,74,405 98.27 32,184 95.65 Regulation )&(') of the Listing Regulations and copy Telangana. Toopran, Medak iii. Vigil Mechanism/Whistle Blower Policy
of the same is filed with BSE and NSE as required Telangana. In terms of Section 177(') and 177(1&) of the Companies
Dematerialisation of shares and liquidity under Regulation )&(1&) of the Listing Regulations.
Act, (&13 and Regulation (( of the Listing Regulations,
The Company’s shares are compulsorily traded in Address for correspondence a Whistle blower Policy is formulated to encourage
Outstanding GDRs/ADRs/Warrants or any
the dematerialised form on BSE and NSE. Registered Office: all employees & Directors of the Company to report
Convertible Instruments, Conversion Date
VST Industries Limited Mr. Phani K. Mangipudi any unethical behaviour, actual or suspected fraud or
As at 31st March, (&(), 1,%1,7),)&% equity shares and likely impact on Equity
1-7-1&*3/1&*%, Azamabad Company Secretary & violation of the ‘Code of Conduct and Ethics Policy’ of
of the Company constituting '".(7% of Issued and Not applicable as the Company has not made any Hyderabad – %&& &(&. Compliance Officer the Company. The said policy also has provisions for
Subscribed Capital, are dematerialised. such issue. Tel: +'1-)&-(7*" "&&& providing a secure environment to such employees
The processing activities with respect to the Email: investors@vstind.com acting in good faith and safeguarding them from any
requests received for dematerialisation are Commodity Price Risk or Foreign Exchange adverse action by the management.
generally completed within two working days. Risk and Hedging Activities Credit Ratings The Policy ensures that strict confidentiality is
Under the Depository System, the International During the year, the Company had managed the
The Credit Rating Information Services India Limited maintained whilst dealing with concerns and also
Securities Identification Number (ISIN) allotted to foreign exchange risk and hedged to the extent
(CRISIL) has re-affirmed the rating of your Company that no discrimination will be meted out to any
the Company’s shares is INE71&A&1&1*. The annual considered necessary. The Company uses forward
to “AA+/Stable” under their revised nomenclature person or genuinely raised concerns. A Committee
custody fee for the financial year (&()-(&(% has exchange contracts to hedge its foreign currency
for Fixed Deposit Schemes, “AA+/Stable” for Long has been constituted which looks into the
been remitted to NSDL and CDSL, the Depositories, exposures related to the underlying transactions,
Term Non-Convertible Debentures and “A1+” for complaints raised. The Committee reports to the
before the due date. firm commitments and highly probable forecasted
Non-fund based liabilities (Letter of Credit and Bank Audit Committee. Any matter can be reported at
Guarantee). E-mail ID: whistleblower@vstind.com.
'& ANNUAL REPORT 2023-24 '1

In case of disclosure against any Director or in case iv. No funds were raised through Preferential Allotment xi. CEO and CFO Certification Chairman of the Company and Mr. Aditya Deb
of no corrective action or non-receipt of response or Qualified Institutional Placement as per Regulation The CEO (Managing Director & CEO) and CFO Gooptu is the Managing Director & CEO of
on the disclosure within 3& days, the whistle 3((7A) of Listing Regulations. certification for the year ended 31st March, (&() has the Company.
blower shall have the right to directly approach the been annexed at the end of this Report. Similarly, the
v. There have been no instances where the Board has e) M/s. Deloitte Touche Tohmatsu India LLP, the
Chairman of the Audit Committee. No personnel CEO and CFO have also given quarterly certification
not accepted any recommendation of any Committee firm of Chartered Accountants have been the
have been denied access to the Audit Committee on financial results while placing the quarterly
of the Board which is mandatorily required during Internal Auditors for the financial year (&(3-(),
in this regard. financial results before the Board in terms of
the financial year. who report directly to the Audit Committee.
During the year, a complaint was received by the Regulation 33(() of the Listing Regulations.
Other discretionary requirements are being
Company under the whistle blower mechanism. vi. Code of Conduct
xii. Disclosure under the Sexual Harassment of reviewed for implementation.
A detailed investigation was carried out by the Pursuant to Regulation 17 of the Listing Regulations,
designated persons on the allegation raised under the members of the Board and Senior Management
Women at Workplace (Prevention, Prohibition The Company has complied, to the extent
the whistle blower mechanism. It was observed that Personnel have affirmed compliance with the Code
and Redressal) Act, 2013 applicable to it, and unless otherwise stated,
the issues raised in the complaint were found to be of Conduct applicable to them during the year ended Pursuant to Section 13) of the Act, read with Rule " with all the corporate governance requirements
non-material in nature. 31st March, (&(). A declaration to that effect signed of the Companies (Accounts) Rules, (&1) the details specified in Regulation 17 to (7 and Regulation
by Managing Director & CEO is attached and forms have been disclosed in the Business Responsibility )*(() of the Listing Regulations as amended,
part of this Annual Report. and Sustainability Report forming part of the covering the Board of Directors, Audit Committee,
Annual Report. Nomination and Remuneration Committee,
Stakeholders Relationship Committee, Risk
xiii. Disclosure of certain type of agreements Management Committee, Vigil Mechanism, Related
Declaration Party Transactions, obligations with respect to
binding listed entities
This is to confirm that all the Board Members and senior management personnel have affirmed compliance the Directors, Independent Directors and senior
with the Code of Conduct as adopted by the Company, for the year ended 31st March, (&(). Pursuant to Schedule III, Para A, Clause %A of Listing
management, other Corporate Governance
Regulations, there are no agreements impacting
requirements and disclosures on the website of
For VST INDUSTRIES LIMITED management or control of the Company or
the Company.
ADITYA DEB GOOPTU imposing any restriction or create any liability upon
Hyderabad, 1%th April, (&() MANAGING DIRECTOR & CEO the Company. 14. As required under Listing Regulations, a certificate
has been received from Tumuluru & Co., Practising
xiv. Adoption of Discretionary Requirements Company Secretaries confirming that none of the
vii. Management ix. Prohibition of Insider Trading The Company has complied with all the mandatory Directors on the Board of the Company has been
Pursuant to Regulation (*(%) of the Listing In compliance with the provisions of the SEBI requirements of Regulation 3)(3) read with Part C of debarred or disqualified from being appointed or
Regulations, for the year ended 31st March, (&(), (Prohibition of Insider Trading) Regulations, (&1% Schedule V of Listing Regulations. continuing as Directors of the Company by SEBI,
your Company’s Board has obtained declarations as amended, the Company has adopted a Policy Ministry of Corporate Affairs or any such other
Discretionary requirements under Part E of Schedule Statutory Authority. The certificate is enclosed with
from the Senior Management relating to any for prohibition of Insider Trading for Directors and
II of the Listing Regulations are as under: this Section as Annexure.
material, financial and commercial transactions specified employees and designated persons, in
where they have personal interest that may have a relation to their dealings in the securities of the a) The Non-Executive Chairman is allowed to
potential conflict with the interests of the Company Company. The Policy provides for periodic disclosures maintain a Chairman’s office at the Company’s 15. AUDITOR’S CERTIFICATE ON CORPORATE
at large. and pre-clearance for dealing in Company’s shares expense and also allowed reimbursement of GOVERNANCE
and prohibits such transaction by the Directors expenses incurred in performance of his duties. As required under Regulation 3)(3) read with Part E
viii. Shareholders Information and specified employees while in possession of Schedule V of the Listing Regulations, the statutory
b) Shareholder rights: The quarterly, half-yearly
The quarterly results are sent to the stock exchanges unpublished price sensitive information (UPSI) in auditor’s certificate that the Company has complied
relation to the Company and during the period when and annual financial results of the Company are with the conditions of corporate governance is given
on which the Company’s shares are listed and
the Trading Window is closed. The Company has published in newspapers on a pan India basis as an annexure to the Boards’ Report.
also displayed on its own website. During the year
also formulated a policy on inquiry in case of leak and are also posted on the Company’s website:
there were no presentations made by the Company
of UPSI. www.vsthyd.com. Significant events if any, are Shareholder Referencer
to analysts.
also posted on this website under the ‘Investor Pursuant to Section 1() of the Companies Act, (&13
To expedite the process of share transfers, post x. Statutory Auditor relations’ section. read with the Investor Education and Protection Fund
approval of Share Transfer Committee, the power Authority (Accounting, Audit, Transfer and Refund)
The Statutory Auditor of the Company and all the c) The auditors have not qualified the financial
has been delegated to Registrar and Transfer Rules, (&1*, as amended during the financial year (&(3-
entities in the network firm/network entity of which statements of the Company.
Agents– M/s. KFin Technologies Limited. (), unclaimed dividend for the financial year (&1%-1*
the statutory auditor is a part have been paid a total
d) The Company is having separate post of viz., Dividend No.1"1st amounting to ` 1,)",37,13&/-
fees of ` %%.1% Lakhs for all the services rendered by
Chairman and Managing Director & CEO. has been transferred to the Investor Education and
them during the financial year (&(3-().
Mr.Naresh Kumar Sethi is the Non-Executive Protection Fund (IEPF) on (&th September, (&(3 and
'( ANNUAL REPORT 2023-24 '3

),*(3 ordinary equity shares in respect of which Details of shares/dividend transferred to IEPF can details. Members holding shares in demat form are in Form No. SH-13 which could be obtained from
dividends remained unclaimed for a consecutive also be obtained by accessing https://www.vsthyd. requested to update their bank account details with Registrars–M/s.KFin Technologies Limited at the
period of seven years or more have been transferred by com/mainsite/unclaimed-dividend.html their respective Depository Participant to enable address mentioned above or can be downloaded
the Company to the IEPF as notified and established by the Company to provide timely credit of dividend in from the Company’s website www.vsthyd.com
The dividends for the following years remaining
the Central Government. Shareholders may claim their their bank accounts. The above stated forms can be under the section Investor Relations.
unclaimed for seven years will be transferred on
unclaimed dividend for the years prior to and including downloaded from the Company and RTA’s website.
their respective due dates by the Company to Where the shares are held in dematerialised form,
the financial year (&1%-1* and the corresponding shares
the IEPF established by the Central Government the nomination has to be conveyed by the Members
from the IEPF Authority by applying in the prescribed Depository Services
pursuant to Section 1(% of the Companies to their respective Depository Participant directly,
Form No.IEPF-%. This form can be downloaded from For guidance on depository services, Members may
Act, (&13. as per the format prescribed by them.
the website of the IEPF Authority www.iepf.gov.in. write to the Registrar and Transfer Agents or to the
respective depositories: Details of unclaimed shares
Amount of Unpaid The details of shares remaining in the unclaimed
Amount of Dividend Dividend as on Due for transfer to National Securities Depository Limited
Financial Year Dividend No. Date of Declaration suspense account as required under Regulation 3)(3)
` 31st March, 2024 IEPF on
`
)th Floor, ‘A’ Wing, Trade World, Kamala Mills read with Schedule V[F] of the Listing Regulations
&(.&".(&17 11%,"1,)),&&& 1,*",17,77%.&& &*.&'.(&()
Compound, Senapati Bapat Marg, Lower Parel, are given below:
(&1*-(&17 1"(
Mumbai – )&& &13.
(&17-(&1" 1"3 (".&'.(&1" 11',*7,)","&& 1,%3,"),137.%& &3.11.(&(% No. of No. of
Telephone: + '1 &((-)""*7&&& &((-()''7&&& Particulars
(&1"-(&1' 1") (".&".(&1' 1)*,*',"(,)&& 1,"&,(1,*'&.&& &3.1&.(&(* shareholders shares
e-mail: info@nsdl.co.in
Outstanding at the beginning of 7" %%7(
(&1'-(&(& 1"% ('.&7.(&(& 1%',&%,17,7*& 1,%7,&',7%7.&& &(.&'.(&(7 Website: www.nsdl.co.in the year - 1st April, (&(3
(&(&-(&(1 1"* (7.&7.(&(1 17*,&3,7",""& 1,(),(7,))%.&& 31.&".(&(" No. of Members who approached ) 1'7
(&(1-(&(( 1"7 ('.&7.(&(( (1*,1",*","&& 1,3",'),""*.&& &(.&'.(&(' Central Depository Services (India) Limited for transfer of shares
Marathon Futurex, A-Wing, (%th Floor, N.M. Joshi Members to whom shares & &
(&((-(&(3 1"" (1.&".(&(3 (31,*(,"",&&& 1,%3,"%,%'%.&& (*.&'.(&3&
were transferred - through
Marg, Lower Parel, Mumbai – )&& &13. rematerialisation
Members who have not so far encashed their Remittance of Dividend through National Telephone: +'1 (( (3&%-"*)&/"*()/"*3'/"*)(/"**3 Transferred to IEPF 1 1%
dividend warrant(s) or have not received the same Automated Clearing House [NACH] e-mail: investors@cdslindia.com Outstanding shares lying at the end 73 %3*&
are requested to seek issue of duplicate warrant(s) Website: www.cdslindia.com of the year - 31st March, (&()*
The Company provides the facility of remittance of
by writing to the Company’s Registrar & Transfer dividend through NECS to Members provided they *During the year, 164 shares pertaining to 2 shareholders were
Agents confirming non-encashment/non-receipt of Investor Grievances transferred to Unclaimed Suspense Escrow Account pursuant
maintain accounts with those branches of the banks to SEBI Circular SEBI No.SEBI/HO/MIRSD/MIRSD-RTAMB/P/
dividend warrant(s). Shares for which the dividend Your Company has created exclusive E-mail
which have implemented Core Banking System (CBS) Cir/2022/8 dated 25th January, 2022. In addition to the above,
remains unclaimed for seven consecutive years ID for redressal of investor grievances. The 5524 shares are lying outstanding in the Unclaimed Suspense
and participated in the NECS facility extended by the
will be transferred to the IEPF for which notices in Members can send their queries to the E-mail ID: Account as at the end of the year 31st March, 2024.
Reserve Bank of India.
this regard have been published in the newspapers investors@vstind.com.
The Members who have not claimed the shares
and the Members have been individually intimated. Members holding shares in physical form, who now
still from the above returned undelivered cases
Details of such unclaimed dividend and shares are wish to avail NECS facility, may send their NECS Nomination Facility
are requested to contact the Registrar-M/s.KFin
available on the Company’s corporate website under mandate in the prescribed form to the Company. The facility of nomination can be availed by the Technologies Limited at the address given above.
the section ‘Investor Relations-Unclaimed dividend The NECS mandate form can be furnished by the Members holding the shares in single name. In
and shares’. Registrars and Transfer Agents on request or can cases where the shares are held in joint names, the The voting rights on the shares outstanding in the
be downloaded from the Company’s website www. nomination will be effective only in the event of the above suspense account as on 31st March, (&()
Bank Details vsthyd.com under the section Investor Relations death of all the holders. Members are advised to shall remain frozen till the rightful owner of such
– NECS Mandate Form. Members holding shares avail of this facility by submitting the nomination shares claims the shares.
Members holding shares in physical form are
in demat form are requested to update their bank
requested to notify the following to the Registrar &
account details with their respective Depository
Transfer Agents, to facilitate electronic payment.
Participants [DPs].
• particulars of their bank account – name of the
As directed by SEBI vide its Circular Ref. SEBI/
bank, branch with complete postal address,
HO/MIRSD/MIRSD-PoD-1/P/CIR/(&(3/37 dated
account number, MICR and IFSC.
1*th March, (&(3, the Members holding shares in
Members holding shares in Dematerialised form and physical form are requested to submit duly filled in
not opted for remittance of dividend through NECS form ISR 1 inter-alia providing particulars of their
are requested to notify the above details to their bank account along-with the original cancelled
respective Depository Participants [DPs]. cheque to RTA/Company to update their KYC
') ANNUAL REPORT 2023-24 '%

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS CERTIFICATION BY MANAGING DIRECTOR & CEO (CEO) AND CHIEF FINANCIAL OFFICER (CFO)
[(Pursuant to Regulation 3)(3) and Schedule V Para C clause (1&)(i) of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, (&1%)] We, Aditya Deb Gooptu, CEO and Anish Gupta, CFO of VST Industries Limited, to the best of our knowledge and belief,
To, certify that:
The Members of 1. We have reviewed the financial statements and the cash flow statement for the year ended 31st March, (&()
VST Industries Limited and that:
Azamabad, Hyderabad
a) These statements do not contain any materially untrue statement or omit any material fact or contain
I, B V Saravana Kumar, Company Secretary in Practice, Partner of Tumuluru & Company have examined the relevant statements that might be misleading;
registers, records, forms, returns and disclosures received from the Directors of VST Industries Limited having
CIN L('1%&TG1'3&PLC&&&%7* and having registered office at Azamabad, Hyderabad – %&& &(&, Telangana, India b) These statements together present a true and fair view of the state of affairs of the Company and are in
(hereinafter referred to as ‘the Company’), produced before me/us by the Company for the purpose of issuing this compliance with existing accounting standards, applicable laws and regulations.
Certificate, in accordance with Regulation 3)(3) read with Schedule V Para-C Sub clause 1&(i) of the Securities Exchange (. There are no transactions entered into by the Company during the year which are fraudulent, illegal or violative
Board of India (Listing Obligations and Disclosure Requirements) Regulations, (&1% as amended. of the Company’s Code of Conduct and Ethics.
In our opinion and to the best of our information and according to the verifications (including Directors Identification 3. We are responsible for establishing and maintaining internal controls for financial reporting. We evaluated the
Number (DIN) status at the portal www.mca.gov.in) as considered necessary and explanations furnished to us by the effectiveness of internal control systems of the Company pertaining to financial reporting and have disclosed to
Company & its officers, we hereby certify that none of the Directors on the Board of the Company as stated below for the Auditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any, of
the Financial Year ending on 31st March, (&() have been debarred or disqualified from being appointed or continuing which we are aware and the steps taken or proposed to be taken for rectifying these deficiencies.
as Directors of companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs, or any such
other Statutory Authority. ). We have indicated to the Company’s Auditors and to the Audit Committee that :
a) there are no significant changes in internal control over financial reporting during the year;
Sl.
DIN Name of the Director Designation
No.
b) there are no significant changes in accounting policies during the year; and
1. &"('*)"* Naresh Kumar Sethi Non-Executive Chairman
c) there are no instances of significant fraud of which we have become aware of that involves management or
(. &&&11"'' S. Thirumalai Non-Executive Director other employees who have significant role in the Company’s internal control system over financial reporting.
3. &7")'1&) Adityadeb Gooptu Managing Director -CEO
ADITYA DEB GOOPTU
). &&&&1"3% Rama Bijapurkar Independent Director
MANAGING DIRECTOR & CEO
%. &&&&73"( Sudip Bandyopadhyay Independent Director DIN : &7")'1&)
*. &*"(&**3 Rajiv Gulati Independent Director
Place : Hyderabad ANISH GUPTA
for Tumuluru & Company Date : (*th April, (&() CHIEF FINANCIAL OFFICER
Company Secretaries
B V SARAVANA KUMAR
Partner
ACS No. (*'))
C. P. No. 117(7
Place : Hyderabad Peer Review Cert. No.: 11%'/(&(1
Date : (*th April, (&() UDIN: A&(*'))F&&&(1%((&
'* ANNUAL REPORT 2023-24 '7

INDEPENDENT AUDITORS’ CERTIFICATE ON COMPLIANCE WITH THE CORPORATE GOVERNANCE ANNEXURE B

REQUIREMENTS UNDER SEBI (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
CORPORATE SOCIAL RESPONSIBILITY (CSR) POLICY
To, or Certificates for Special Purposes (Revised (&1*)
PURPOSE • Ensuring the effective use of the funds allocated to
The Members of and Guidance Note on Certification of Corporate
The objective of this Policy is to promote inclusive CSR activities for the purposes and in the manner as
VST Industries Limited Governance both issued by the Institute of the
growth and equitable development of identified areas approved by it which shall also be certified by the
Chartered Accountants of India (the “ICAI”), in so
1. This certificate is issued in accordance with the by contributing back to the society and identifying the Chief Financial Officer or the person responsible for
far as applicable for the purpose of this certificate.
terms of our engagement letter dated &' April (&(). thematic domains listed within this Policy that resonate financial management;
The Guidance Note requires that we comply with the
with the overall CSR purpose.
(. We have examined the compliance of conditions of ethical requirements of the Code of Ethics issued by • Ensuring from the financial year (&(1-(( onwards
Corporate Governance by VST Industries Limited the ICAI. that any entity which is permitted under the statute
FUNCTIONS
(“the Company”), for the year ended 31 March (&(), to undertake CSR activities and through which the
7. We have complied with the relevant applicable
as stipulated in regulations 17 to (7, clauses (b) to The main functions of the CSR Committee are as Company intends to implement its CSR activities is
requirements of the Standard on Quality Control
(i) of regulation )*(() and paragraphs C, D and E of under: registered with the Central Government;
(SQC) 1, Quality Control for Firms that Perform Audits
Schedule V of the Securities Exchange Board of India and Reviews of Historical Financial Information, and • Identify the areas for carrying out the CSR activities • Ensuring that multi-year projects (“ongoing
(Listing Obligations and Disclosure Requirements) Other Assurance and Related Services Engagements. and formulate an annual proposal / action plan to
projects”), if any, undertaken by the Company do not
Regulations, (&1% as amended from time to time undertake the CSR activities;
extend beyond three years excluding the financial
(“Listing Regulations”) pursuant to the Listing Opinion • To identify the projects, programs for specific areas year in which it commences;
Agreement of the Company with Stock Exchanges.
". In our opinion and to the best of our information and of activity specified or covered under Schedule VII
• monitoring ongoing projects undertaken by
Management’s Responsibility according to the explanations given to us, we certify of the Companies Act, (&13 as amended, finalise
the Company, if any, with respect to approved
that the Company has complied with the conditions the budget and earmark the expenditure for each
3. The compliance of conditions of Corporate timelines and annual fund allocation and making
of Corporate Governance as stipulated in the above- activity and the modalities for its utilisation and
Governance as stipulated under the listing any modifications that it considers necessary for the
mentioned Listing Regulations. recommend the same to the Board every year;
regulations is the responsibility of the Company’s smooth implementation of such projects within the
Management including the preparation and '. We state that such compliance is neither an • To determine the location(s) where the CSR activities permissible time period;
maintenance of all the relevant records and assurance as to the future viability of the Company shall be undertaken;
• ensuring that administrative overheads as defined
documents. This responsibility includes the design, nor the efficiency or effectiveness with which
• To monitor the progress of the projects/ in the Companies (Corporate Social Responsibility
implementation and maintenance of internal control the management has conducted the affairs of
activities from time to time and identify suitable Policy) Rules, (&1), as amended from time to time
and procedures to ensure the compliance with the the Company.
reporting mechanisms; (“CSR Rules”) do not exceed five percent of the CSR
conditions of Corporate Governance stipulated in
expenditure for the financial year;
the Listing Regulations. Restriction on use • To nominate employees who will be responsible for
1&. The certificate is addressed and provided to the implementation, execution and monitoring of the • Including in its Board Report an annual report on
Auditors’ Responsibility Members of the Company solely for the purpose CSR activities; CSR activities with all details as specified in the
). Our examination was limited to procedures and of enabling the Company to comply with the CSR Rules, including the composition of the CSR
• To hire services of external service providers,
implementation thereof, adopted by the Company requirement of the Listing Regulations and should Committee and the CSR policy;
Non-Governmental Organisations, volunteers,
for ensuring the compliance of the conditions of the not be used by any other person or for any other professionals, consultants, specialised agencies • Disclosing the composition of the CSR Committee,
Corporate Governance. It is neither an audit nor an purpose. Accordingly, we do not accept or assume etc., if required, to undertake the said activities and the CSR policy and the projects approved by the
expression of opinion on the financial statements of any liability or any duty of care for any other purpose for designing, monitoring and evaluation of the CSR Board on the Company’s website;
the Company. or to any other person to whom this certificate is projects or programs including capacity building of
shown or into whose hands it may come without our the employees/ personnel; • Any other acts, deeds and things as may be required
%. Pursuant to the requirements of the Listing
prior consent in writing. under law from time to time.
Regulations, it is our responsibility to provide • Specify the projects that would need an impact
a reasonable assurance whether the Company for B S R & Associates LLP assessment, where applicable;
has complied with the conditions of Corporate Chartered Accountants AREAS
Governance as stipulated in Listing Regulations for Firm’s Registration No: 11*(3W/W-1&&&() • Such other functions as may be delegated by The CSR activities, excluding those which are specifically
the year ended 31 March (&(). the Board. not considered as such, shall be undertaken by the
ARPAN JAIN Company in any one or more of the following areas,
*. We conducted our examination of the above Partner • The main functions of the Board of Directors
projects, programs or activities, either new or ongoing or
corporate governance compliance by the Company Place: Hyderabad Membership No: 1(%71& areas under:
such other areas/activities prescribed by the Companies
in accordance with the Guidance Note on Reports Date: (* April (&() UDIN: ()1(%71&BKFZNN)713 • Approving the CSR policy as formulated and Act, (&13, as amended from time to time, to take forward
recommended by the CSR Committee; its commitment towards Social Responsibility:
'" ANNUAL REPORT 2023-24 ''

i. Eradicating hunger, poverty and malnutrition, x. Rural development projects. Treatment of Unspent Amount in case of ongoing are in line with the agreed CSR activities and place its
promoting health care, preventive health care and projects detailed report periodically before the CSR Committee.
xi. Slum area development.
sanitation including contribution to the Swachh Where the unspent amount is in respect of an ongoing The Committee shall give a detailed report of the CSR
Bharat Kosh set-up by the Central Government for xii. Disaster management, including relief, rehabilitation project, the Company shall within thirty days from the activities to the Board of Directors every year. The Board
the promotion of sanitation and making available and reconstruction activities. end of the financial year transfer such unspent amount shall disclose the details of the Policy in its report and also
safe drinking water; to a separate account called Unspent Corporate Social include in its report an annual report on CSR providing
INVESTMENT Responsibility Account to be opened in any scheduled all details as specified under the Act and the Rules
ii. Promoting education, including special education
The Company shall invest at least two per cent of its bank by the Company for that financial year. The thereunder.The Board shall also disclose the composition
and employment enhancing vocation skills especially
among children, women, elderly, and the differently average net profits, excluding profits arising from Company shall utilise such unspent amount for its CSR of the CSR Committee, the CSR policy and the projects
abled and livelihood enhancement projects; overseas branches and dividend received from other activities within a period of three financial years from its approved by it on the Company’s website.
companies in India which are covered under and transfer, failing which such amount shall be transferred to
iii. Promoting gender equality, empowering women, complying with the provisions of Section 13% of the Act, any fund specified in Schedule VII of the Companies Act, ACQUISITION OF CAPITAL ASSETS
setting up homes and hostels for women and during the three immediately preceding financial years, (&13 or to such specific fund as may be prescribed from The company may utilise the CSR amount to create or
orphans; setting up old age homes, day care centres towards CSR activities. Any surplus arising out of the CSR time to time for this purpose under the Companies Act, acquire a capital asset which shall be held by an entity as
and such other facilities for senior citizens and activities or project or programs shall not form a part of (&13 or Rules thereunder within thirty days from the end may be specified under the CSR Rules from time to time.
measures for reducing in equalities faced by socially business profit of the Company. of the third financial year.
and economically backward groups;
IMPACT ASSESSMENT
iv. Ensuring environmental sustainability, ecological EXECUTING AGENCIES Treatment of Surplus Amount
Commencing from the financial year (&(&-(1, in respect
balance, protection of flora and fauna, animal welfare, The Company may undertake the CSR activities either on Surplus amount, if any, arising out of CSR activities shall of each of the years where the Company has an average
agroforestry, conservation of natural resources and its own or through a registered public trust or a registered not form part of the business profit of the Company. Such CSR obligation to spend Rupees ten Crores or more on its
maintaining quality of soil, air and water including society, or a company established under Section " of surplus amount may within a period of six months from CSR activities in the three immediately preceding years
contribution to the Clean Ganga Fund set-up by the the Companies Act, (&13 established for this purpose the end of the financial year be : or such other threshold as may be specified from time
Central Government for rejuvenation of river Ganga; by the Company or otherwise and which are registered a) ploughed back into the same project or to time, it shall undertake an impact assessment by an
under Section 1(A and Section "&G of the Income Tax independent agency of all its projects having an outlay of
v. Protection of national heritage, art and culture b) transferred to the Unspent Corporate Social
Act, 1'*1. The Company may also undertake the CSR Rupees one Crore or more that were completed not less
including restoration of buildings and sites of Responsibility Account and spent in pursuance
activities through other entities specified under the CSR
historical importance and works of art, setting up of the Company’s CSR policy and its annual action than one year before undertaking the impact assessment.
Rules including through a registered trust, a registered
public libraries, promotion and development of plan or
society, a Company established under Section " of the The impact assessment report, where carried out, shall
traditional arts and handicrafts; c) transferred to any fund specified in Schedule VII of
Companies Act, (&13 which is registered under Section be placed before the Board and shall form part of its
vi. Measures for the benefit of armed forces veterans, 1(A and Section "&G of the Income Tax Act, 1'*1 and the Companies Act, (&13 or to such specific fund as annual report on CSR.
war widows and their dependents, Central Armed has a track record of at least three years in undertaking may be prescribed from time to time for this purpose
under the Companies Act, (&13 or Rules. The expenses incurred by the Company for conducting
Police Forces (CAPF) and Central Para Military similar activities. However, no Director or Key Managerial
the impact assessment can be included in the CSR
Forces (CPMF) veterans, and their dependents Personnel or their relatives shall have substantial interest
Set-Off of excess CSR amount spent expenditure for that financial year to the extent of five
including widows; in such, trust, and society, NGO or Section " Company.
percent of the CSR expenditure for such financial year or
The Company may also collaborate with other companies Subject to the Board of Directors passing a resolution
vii. Training to promote rural sports, nationally Rupees fifty Lakhs whichever is lesser.
for undertaking the projects/programs in accordance to that effect, any amount spent in a financial year by
recognised sports, Paralympic sports and
with the CSR Rules. the Company in excess of the CSR requirement for such The constitution and functioning of the CSR Committee
Olympic sports;
financial year, excluding surplus arising out of CSR activities, for discharging its functions in any financial year shall
viii. Contribution to the Prime Minister’s National Relief CSR BUDGET AND UTILISATION may be set-off against the CSR amount to be spent by the be subject to the threshold limits applicable under CSR
Fund or Prime Minister’s Citizen Assistance and Relief Company in the immediate three financial years. Rules issued by the Government from time to time.
in Emergency Situations Fund (PM CARES Fund or Treatment of Unspent Amount in case of projects
any other fund set up by the Central Government for other than ongoing projects
AUDIT AMENDMENT
socio-economic development and relief and welfare In case of any unspent amount arising in any financial year The CSR activities and the expenditure thereon shall be The Company reserves the right to amend or modify
of the Schedules Castes, the Schedules Tribes, other out of the CSR projects, other than ongoing projects, such audited by an external auditor who may be appointed by this Policy in whole or in part, at any point of time.
backward classes, minorities and women; unspent amount shall be transferred by the Company the Committee. Any amendment to applicable Regulations or statutes
within six months from the end of the financial year to
ix. Contributions or funds provided to technology governing this policy shall become automatically
any fund specified in Schedule VII of the Companies Act,
incubators located within academic institutions REPORTING applicable to this Policy and shall have an overriding effect
(&13 or to such specific fund as may be prescribed from
which are approved or funded by the Central or State The Committee may appoint any executive(s) to to the extent the same may be applicable to a particular
time to time for this purpose under the Companies Act,
Government or public sector undertaking or any monitor the activities and report back to the Committee provision in the Policy. Pursuant to such amendments or
(&13 or Rules thereunder.
agency of the Central or State Government; and periodically. The executive(s) shall also ensure that modifications, the Company Secretary shall carry out the
the utilisation of funds on such projects and programs necessary changes to this Policy, as may be required.
1&& ANNUAL REPORT 2023-24 1&1

ANNUAL REPORT ON CSR ACTIVITIES 7. Details of Unspent Corporate Social Responsibility amount for the preceding three Financial Years:
Amount Amount remaining

1. The Company’s objective of its CSR Policy is to promote inclusive growth and equitable development of identified Balance Amount Amount transferred to any fund
to be spent in
transferred to specified under Schedule VII
areas by contributing back to the society. Details given in the policy enclosed. Unspent CSR
in Unspent CSR Amount
as per second proviso to sub-
the succeeding
Sl. Preceding Account under spent in the financial Years Deficiency,
Account under
(. The current Composition of the CSR Committee: No. Financial Year sub- section (6) Financial Year section(5) of section 135, if any (` Lakhs) if any
sub-section (6)
of section 135 (` Lakhs)
of section 135 Amount Date of
Sl. Designation / Nature of Number of meetings of CSR Number of meeting of CSR Committee (` Lakhs)
Name of Director (` Lakhs) (` Lakhs) transfer
No. Directorship Committee held during the year attended during the year
1. Mr.Rajiv Gulati Independent Non- Non-Executive Chairman 1 1 (&((-(3 ()'.%% - ()'.%% - - NIL NIL
Executive Director
". Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent
(. Ms.Rama Bijapurkar Independent Non- Non-Executive Director 1
in the Financial Year:
Executive Director
3. Mr.Naresh Kumar Sethi Non-Executive Director Managing Director -CEO 1 Yes No
). Mr.S.Thirumalai Non-Executive Director Independent Director 1 If Yes, enter the number of Capital assets created/acquired: Not Applicable
%. Mr.Aditya Deb Gooptu Managing Director Independent Director 1
Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility
3. Provide the web-link where Composition of CSR committee, CSR Policy and CSR projects approved by the board amount spent in the Financial Year:
are disclosed on the website of the Company.
Short particulars of The Details of entity/Authority/
https://www.vsthyd.com/mainsite/documents/corporate-social-responsibility-policy.pdf property or asset(s) Pincode of the
Sl. Date of Amount of CSR beneficiary of the registered owner
[including Complete property
). Provide the executive summary along with web-link(s) of Impact assessment of CSR projects carried out in No.
address and location of Or asset(s)
creation amount spent
CSR Registration Registered
Name
pursuance of sub-rule (3) of rule ", if applicable. the property] Number, if applicable address
Not Applicable Not Applicable
%. a) Average net profit of the company as per sub-section(%) of section 13%. ` )1)3).&) Lakhs '. Specify the reason(s) if the Company has failed to spend two percent of the average net profit
b) Two percent of average net profit of the company as Per sub-section (%) of section 13%. ` "(".*" Lakhs as per sub-section (%) of section 13%. Not Applicable
c) Surplus arising out of the CSR Projects or programmes or activities of the previous Financial years. Nil
d) Amount required to be set-off for the financial year, if any Nil On behalf of CSR Committee
e) Total CSR obligation for the financial year [b+c-d] ` "(".*" Lakhs
ADITYA DEB GOOPTU RAJIV GULATI
*. a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project) ` "(".*" Lakhs MANAGING DIRECTOR CHAIRMAN CSR COMMITTEE
b) Amount spent in Administrative Overheads Nil DIN: &7")'1&) DIN: &*"(&**3
c) Amount spent on Impact Assessment, if applicable N.A.
d) Total amount spent for the Financial Year [(a)+(b)+(c)]. ` "(".*" Lakhs
e) CSR amount spent or unspent for the Financial Year:
Amount Unspent (` Lakhs)

Total Amount transferred to Unspent
Total Amount Spent for the Financial Year Amount transferred to any fund specified under Schedule
CSR Account as per sub-section(6) of
(` Lakhs) VII as per second proviso to sub-section(5) of section 135.
section 135.
Amount Date of Transfer Name of the Fund Amount Date of transfer
"(".*" Nil NA Nil
f) Excess amount for set-off, if any:
Sl. Amount
Particular
No. (` Lakhs.)
i. Two percent of average net profit of the company as per sub-section(%) of section13% "(".*"
ii. Total amount spent for the Financial Year "(".*"
iii. Excess amount spent for the financial year [(ii)-(i)] Nil
iv. Surplus arising out of the CSR projects or programs or activities of the previous financial years, if any Nil
v. Amount available for setoff in succeeding financial year[(iii)-(iv)] Nil
1&( ANNUAL REPORT 2023-24 1&3

ANNEXURE C ANNEXURE D
FORM NO. AOC-2 Particulars of employees pursuant to Section 134(3)(q) of Companies Act, 2013 read with Rule 5(1) of
[Pursuant to clause (h) of sub-section (3) of Section 13) of the Act and Rule "(() of the Companies (Accounts) Rules, (&1)] Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and amendments
thereof:
Disclosure of particulars of contracts/arrangements entered into by the company with related parties
Requirements of Rule 5(1) Details
referred to in sub-section (1) of Section 188 of the Companies Act, 2013 including certain arm’s length
i. Ratio of remuneration of each Director to the median Mr. Naresh Kumar Sethi (&.3:1
transactions under third proviso thereto. remuneration of the employees of the company for the financial Mr. S. Thirumalai 7.":1
year (&(3-() Ms. Rama Bijapurkar *.):1
1. Details of contracts or arrangements or transactions not at arm’s length basis : Nil
Mr. Sudip Bandyopadhyay *.7:1
a) Name(s) of the related party and nature of relationship Mr. Rajiv Gulati %.(:1
Mr. Aditya Deb Gooptu )).&:1
b) Nature of contracts/arrangements/transactions ii. The percentage increase in remuneration of each Director, Chief Directors
Financial Officer, Chief Executive Officer, Company Secretary or Mr. Naresh Kumar Sethi %.1%
c) Duration of the contracts/arrangements/transactions Manager, if any, in the financial year (&(3-() Mr. S. Thirumalai &.3%
Ms. Rama Bijapurkar 3.3%
d) Salient terms of the contracts or arrangements or transactions including the value, if any Mr. Sudip Bandyopadhyay 7.)%
Mr. Rajiv Gulati 1&.(%
e) Justification for entering into such contracts or arrangements or transactions
Key Managerial Personnel
f) Date(s) of approval by the Board Mr. Aditya Deb Gooptu '.3%
Mr. Anish Gupta 1).7%
g) Amount paid as advances, if any Mr. Phani K. Mangipudi 1'."%
h) Date on which the special resolution was passed in general meeting as required under first proviso to iii. The percentage increase in the median remuneration of (.'%
Section 1"" employees in the financial year (&(3-()
iv. The number of permanent employees on the rolls of Company as 77(
(. Details of material contracts or arrangement or transactions at arm’s length basis : Nil on 31st March, (&()
v. Average percentile increase already made in the salaries of Average increase in the salaries of employees other than
a) Name(s) of the related party and nature of relationship employees other than the managerial personnel in the last the managerial personnel in the FY+(&(3-() was 1*."% in
financial year and its comparison with the percentile increase in comparison with )."% increase in managerial remuneration.
b) Nature of contracts/arrangements/transactions the managerial remuneration and justification thereof and point
out if there are any exceptional circumstances for increase in the
c) Duration of the contracts/arrangements/transactions managerial remuneration
d) Salient terms of the contracts or arrangements or transactions including the value, if any vi. Affirmation that the remuneration is as per the remuneration Remuneration paid/payable during the financial year (&(3-
policy of the company () is as per the Remuneration Policy of the Company.
e) Date(s) of approval by the Board, if any
Liability for gratuity, leave encashment and group health premiums are provided on actuarial valuation basis or
f) Amount paid as advances, if any : Please refer the note given below*
separately for the Company as a whole. Accordingly, payments made to KMPs for the above and Share based payments
*The details of transactions between the Company and its related parties, names, nature of such contracts/arrangements/transactions and are not included.
other details are set out in the Notes to the Financial Statements under Note No.28.
On behalf of the Board

NARESH KUMAR SETHI
Chairman
Hyderabad, (*th April, (&() DIN: &"('*)"*
1&) ANNUAL REPORT 2023-24 1&%

ANNEXURE E records in pursuance thereof, on test-check basis, and a system exists for seeking and obtaining further
the Company has complied with the following laws information and clarifications on the agenda items
SECRETARIAL AUDIT REPORT applicable specifically to the Company: before the meeting and for meaningful participation
at the meeting.
For the Financial year ended 31st March, 2024 a) Tobacco Board Act, 1'7% and Rules made
(Pursuant to Section (&)(1) of the Companies Act, (&13 and Rule No.' of the Companies thereunder; and iii. Majority decision is carried through while the
(Appointment and Remuneration of Managerial Personnel) Rules, (&1)) dissenting members’ views are captured and
b) Cigarette and Other Tobacco Products
recorded as part of the minutes.
To, (Prohibition of Advertisement and Regulation
The Members, b) External Commercial Borrowings (not of Trade and Commerce, Production, Supply We further report that there are adequate systems and
VST Industries Limited applicable during the Audit period) and Distribution) Act, (&&3 and Rules processes in the Company commensurate with the size
Azamabad, Hyderabad made thereunder. and operations of the Company to monitor and ensure
vi. The following Regulations and Guidelines prescribed
We have also examined compliance with the applicable compliance with applicable laws, rules, regulations
We have conducted the secretarial audit of the compliance under the Securities and Exchange Board of India
clauses of the following: and guidelines.
of applicable statutory provisions and the adherence Act, 1''( (‘SEBI Act’):
to good corporate practices by VST Industries Limited We further report that during the audit period:
a) The Securities and Exchange Board of India i. Secretarial Standards with respect to meetings of
(hereinafter called the Company). Secretarial Audit was
(Substantial Acquisition of Shares and Board of Directors [SS-1] and General Meetings [SS- a) The Company has spent ` 1&7'.(3 Lakhs includes
conducted in a manner that provided us a reasonable
Takeovers) Regulations, (&11; (] issued by The Institute of Company Secretaries an amount of ` ()'.%% Lakhs spent from Unspent
basis for evaluating the corporate conducts/statutory
of India. CSR Account pertains to ongoing project of the
compliances and expressing our opinion thereon. b) The Securities and Exchange Board of India
ii. Listing Agreements entered into with BSE Limited last financial year ((&((-(&(3). (% of the average
(Prohibition of Insider Trading) Regulations, (&1%;
Based on our verification of the Company’s books, [BSE] and National Stock Exchange of India Limited net profits of the three preceding financial years is
papers, minute books, forms and returns filed and c) The Securities and Exchange Board of India [NSE]. ` "(".*" Lakhs
other records maintained by the Company and also the (Issue of Capital and Disclosure Requirements)
During the period under review the Company has complied b) The Company completed Postal Ballot on (nd
information provided by the Company, its officers, agents Regulations, (&1"; Not Applicable for the
with the provisions of the Act, Rules, Regulations, March, (&() for reappointment of ( Non-Executive
and authorised representatives during the conduct of Audit Period
Guidelines, Standards, etc. mentioned above. Independent Directors for (nd consecutive term of
secretarial audit, we hereby report that in our opinion,
d) The Securities and Exchange Board of India Five Years.
the Company has, during the audit period covering the We further report that –
(Share Based Employee Benefits and Sweat
financial year ended on 31st March, 2024 (herein after for Tumuluru & Company
Equity) Regulations, (&(1; i. The Board of Directors of the Company is duly
called as Audit Period) complied with the statutory
provisions listed hereunder and also that the Company e) The Securities and Exchange Board of India constituted with proper balance of Executive Company Secretaries
has proper Board-processes and compliance-mechanism (Issue and listing of Non-Convertible Securities) Directors, Non-Executive Directors and Independent
B V SARAVANA KUMAR
in place to the extent, in the manner and subject to the Regulations, (&(1; Not Applicable for the Directors including a women Independent Director.
Partner
reporting made hereinafter: Audit Period The changes in the composition of the Board of
ACS No. (*'))
Directors that took place during the period under
f) The Securities and Exchange Board of India C. P. No. 117(7
We have examined the books, papers, minute books, review were carried out in compliance with the
forms and returns filed and other records maintained by (Registrars to an Issue and Share Transfer Place: Hyderabad Peer Review Cert. No.: 11%'/(&(1
provisions of the Act.
the Company for the financial year ended on 31st March, Agents) Regulations, 1''3 regarding the Date : (*th April, (&() UDIN: A&(*'))F&&&(1%%17
(&() according to the provisions of: Companies Act and dealing with client; Not ii. Adequate notice is given to all directors to schedule
applicable for the period; the Board Meetings agenda and detailed notes on Note: This report is to be read with our letter of even date
i. The Companies Act, (&13 (the Act) and the rules agenda were sent at least seven days in advance, which is annexed and forms an integral part of this report.
made there under; g) The Securities and Exchange Board of India
(Delisting of Equity Shares) Regulations, (&(1
ii. The Securities Contracts (Regulation) Act, 1'%*
Not Applicable for the Audit Period
(‘SCRA’) and the rules made there under;
h) The Securities and Exchange Board of India
iii. The Depositories Act, 1''* and the Regulations and
(Buyback of Securities) Regulations, (&1"; Not
Bye-laws framed there under;
Applicable for the Audit Period
iv. Foreign Exchange Management Act, 1''' and
i) The Securities and Exchange Board of
the rules and regulations made there under to the
India (Listing Obligations and Disclosure
extent of
Requirements) Regulations, (&1%
v. Foreign Direct Investment
vi. We further report that having regard to the
a) Overseas Direct Investment (not applicable compliance system prevailing in the Company and
during the Audit period); and on examination of the relevant documents and
1&* ANNUAL REPORT 2023-24 1&7

To, ANNEXURE F
The Members, Information under Section 13)(3)(m) of the Companies Act, (&13 read with Rule "(3) of the Companies (Accounts) (&1)
VST Industries Limited, and forming part of the Directors’ Report for the year ended 31st March, (&().
Azamabad, Hyderabad.
Our report of even date is to be read along with this letter. A. CONSERVATION OF ENERGY iv. Expenditure incurred on Research and Development
1. Maintenance of secretarial record is the responsibility of the management of the company. Our responsibility is 1. 1.(% energy saved in DRF Plant by doing suction
(` Lakhs)
to express an opinion on these secretarial records based on our audit. balance in the system.
- On capital account )(.7&
(. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about (. &.'% energy saved in lighting by installing all - On revenue account 1&(&.1&
the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure LED Light fittings with occupancy sensors. 1&*(."&
that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed 3. 7% Specific energy consumption was reduced As a % of Gross Turnover &.%"
provide a reasonable basis for our opinion. by improving the machines productivity.
3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of C. FOREIGN EXCHANGE EARNINGS AND OUTGO
). Conducted energy conservation awareness
the company. Foreign Exchange earned in terms of actual inflows
program for 31% employees.
during the year and the foreign exchange outgo
). Where ever required, we have obtained the Management representation about the compliance of laws, rules and during the year in terms of actual outflows.
regulations and happening of events etc. B. TECHNOLOGY ABSORPTION
Efforts made towards technology absorption (` Lakhs)
%. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the
Total foreign exchange used*
responsibility of management. Our examination was limited to the verification of procedures on test basis. i. New high speed packer
Benefit – Improved quality and productivity and Raw Materials 1'*%.&3
*. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy
quick size change Spare Parts (%&.(3
or effectiveness with which the management has conducted the affairs of the company.
Capital Goods "*&*.&(
ii New high speed Packer
for Tumuluru & Company Travel, Advertisement, etc. %7'.*'
Benefit –Innovative fresh seal pack style,
Dividends Paid *7&3.'7
improved quality and productivity
Total 1"1&).')
Company Secretaries
In case of imported technology (imported during the *Net of withholding taxes, if any
B V SARAVANA KUMAR
last three years reckoned from the beginning of the Total foreign exchange earned
Partner
financial year) : Tobacco – CIF (7%'3.3'
ACS NO. (*'))
Total (7%'3.3'
C. P. No. 117(7 Year Details of technology imported Whether absorbed Tobacco – FOB (7)%).31
Place: Hyderabad Peer Review Cert No.11%'/(&(1
(&(1-(( New high speed Maker Yes Total (7)%).31
Date : (*th April, (&() UDIN: A&(*'))F&&&(1%%17
(&(1-(( Quantum Neo Yes
(&((-(3 New high speed Maker Yes
(&(3-() New high speed Packers Yes
1&" ANNUAL REPORT 2023-24 1&'

BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT III. Operations

18. Number of locations where plants and/or operations/offices of the entity are situated:
Location Number of plants Number of offices Total
SECTION A: GENERAL DISCLOSURES National ( factories at Azamabad and Toopran 13 1%

International -
I. Details of the listed entity
1. Corporate Identity Number (CIN) of the Listed Entity L('1%&TG1'3&PLC&&&%7*
19. Markets served by the entity:
2. Name of the Listed Entity VST Industries Limited a. Number of locations

Locations Number
3. Year of incorporation 1&th November 1'3& National (No. of States) (* States, * Union Territories
International (No. of Countries) "
4. Registered office address 1-7-1&*3/1&*%, Azamabad, Hyderabad – %&& &(&,
Telangana, India.
b. What is the contribution of exports as a percentage of the total turnover of the entity?
5. Corporate address 1-7-1&*3/1&*%, Azamabad, Hyderabad – %&& &(&,
1%.&)%
Telangana, India.
6. E-mail investors@vstind.com c. A brief on types of customers
Our customers are primarily adult consumers and new-age consumers who have an open mindset and
7. Telephone &)&-(7*""&&& are willing to try new brands introduced by us. We have a robust brand portfolio that caters to needs
8. Website www.vsthyd.com of diverse adult smoker groups across socio-economic strata through our New Age Brands (NABs) and
Growth Heritage Brands (GHBs)
9. Financial year for which reporting is being done FY (&(3-()
IV. Employees
10. Name of the Stock Exchange(s) where shares are listed BSE/NSE
11. Paid-up Capital H+1%,)),1',(&&/- 20. Details as at the end of Financial Year (FY 2023-24):
12. Name and contact details (telephone, email address) of Mr. Phani K Mangipudi, Company Secretary & Vice a. Employees and workers (including differently abled):
the person who may be contacted in case of any queries President - Legal & Secretarial S. Total Male Female
Particulars
on the BRSR report Telephone: +'1 &)& (7*" "&&&, No. (A) No. (B) % (B / A) No. (C) % (C / A)
E-mail: phanimangipudi@vstind.com EMPLOYEES
1. Permanent (D) 3"3 3*' '*% 1) )%
13. Reporting boundary - Are the disclosures under this We do not have any subsidiary company/companies,
(. Other than Permanent (E) - - - - -
report made on a standalone basis (i.e. only for the entity) hence disclosures under this report are made on a
3. Total Employees (D+E) 3"3 3*' '*% 1) )%
or on a consolidated basis (i.e. for the entity and all the standalone basis.
WORKERS
entities which form a part of its consolidated financial
statements, taken together). ). Permanent (F) 3"' 3"' 1&&% - -
%. Other than Permanent (G) - - - - -
14. Name of assurance provider Not Applicable *. Total workers (F+G) 3"' 3"' 1&&% - -
15. Type of assurance obtained Not Applicable

b. Differently abled Employees and workers:
II. Products/services S. Total Male Female
Particulars
No. (A) No. (B) % (B / A) No. (C) % (C / A)
16. Details of business activities (accounting for 90% of the turnover): DIFFERENTLY ABLED EMPLOYEES
S. 1. Permanent (D) - - - - -
Description of Main Activity Description of Business Activity % of Turnover of the entity
No.
(. Other than Permanent (E) - - - - -
Manufacturing of Cigarettes containing tobacco Manufacturing & marketing cigarettes 1&&%
3. Total differently abled - - - - -
employees (D+E)
17. Products/Services sold by the entity (accounting for 90% of the entity’s Turnover): DIFFERENTLY ABLED WORKERS
S. ). Permanent (F) - - - - -
Product/Service NIC Code % of total Turnover contributed
No.
%. Other than permanent (G) - - - - -
1 Cigarettes containing tobacco 1(&&3 7*%
*. Total differently abled - - - - -
( Unmanufactured tobacco )*(&( ()% workers (F + G)

21. Participation/Inclusion/Representation of women 26. Overview of the entity’s material responsible business conduct issues
Total
No. and percentage of Females Please indicate material responsible business conduct and sustainability issues pertaining to environmental
(A) No. (B) % (B / A) and social matters that present a risk or an opportunity to your business, rationale for identifying the same,
Board of Directors * 1 1*.*7% approach to adapt or mitigate the risk along-with its financial implications, as per the following format
Key Management Personnel " - - Indicate Financial implications of

S. Material issue whether risk Rationale for identifying the In case of risk, approach to adapt or the risk or opportunity
No. identified or opportunity risk / opportunity mitigate (Indicate positive or
22. Turnover rate for permanent employees and workers (Disclose trends for the past 3 years) (R/O) negative implications)
1. Energy Risk 1. Energy management We measure the facility’s energy Negative
FY 2023-24 FY 2022-23 FY 2021-22 (Turnover rate in the year reduces costs and risk of
consumption and identify
(Turnover rate in current FY) (Turnover rate in previous FY) prior to the previous FY)
energy scarcity associated
opportunities to reduce energy
Male Female Total Male Female Total Male Female Total with energy. consumption. We are also
Permanent Employees (1% - (1% 1(.7"% 11.7*% 1(.7)% ".7&% (1.)3% '.1'% developing an energy management
(. Effective energy strategy. We educate our
Permanent Workers 3% - 3% ".%3% - ".%3% 1&.*)% - 1&.*)% management reduces the stakeholders i.e., employees,
GHGs emissions. workers, and others on the
V. Holding, Subsidiary and Associate Companies (including joint ventures) 3. Energy management helps importance of energy management
to meet the statutory and provide them guidance on
23. Names of holding / subsidiary / associate companies / joint ventures compliance. managing the consumption.
Name of the holding /subsidiary Indicate whether holding/ Does the entity indicated at column A, (. Emissions Risk 1. Greenhouse gas (GHG) We measure emissions on an Negative
S. % of shares held
/ associate companies / joint Subsidiary/ Associate/ participate in the Business Responsibility emissions is a vital annual basis and tracking the
No. by listed entity
ventures (A) Joint Venture initiatives of the listed entity? (Yes/No) component of a larger same to identify opportunities for
None sustainability plan to reduction. We are also Increasing
mitigate the impact of the contribution of renewables
climate change. at own premises, substituting
VI. CSR Details with cleaner fuels, and promoting
(. GHG emissions impose sustainable agricultural practice to
(). (i) Whether CSR is applicable as per section 13% of Companies Act, (&13: (Yes/No) Yes regulatory risk. reduce our scope 3 emissions.
(ii) Turnover: H 1,"3,7%&.(& lakhs 3. Water Risk Growing tobacco is a very We are supporting various Negative
water-intensive process. initiatives towards water
(iii) Net worth: H 1,(%,()1.37 lakhs Hence any scarcity of water is management & harvesting.
likely to impact the business. Both of our manufacturing units
VIII. Transparency and Disclosures Compliances have implemented Zero Liquid
Discharge (ZLD). We are also
25. Complaints/Grievances on any of the principles (Principles 1 to 9) under the National Guidelines on finalizing KPIs on measuring
water withdrawal, consumption,
Responsible Business Conduct: discharged, recycled, and track the
FY 2023-24 FY 2022-23 same on periodical basis to identify
Grievance Redressal (Current Financial Year) (Previous Financial Year) opportunities for reduction.
Stakeholder Mechanism in Place
group from (Yes/No) No. of No. of We have also introduced a Water
No. of No. of
whom complaint (If yes, then provide complaints complaints Stewardship Policy and undertaken
complaints complaints
is received web-link for grievance pending Remarks pending Remarks
filed during filed during a water risk assessment study. Our
redress policy) resolution at resolution at
the year the year facility at Toopran has obtained
close of the year close of the year
the AWS (Alliance for Water
Communities Yes - - None - - None
Stewardship) Gold certification.
Investors Yes - - None - - None
). Health & Risk Health and safety impact We have an effective health Positive
(other than
Safety our practice on responsible and safety practice deployed in
shareholders)
organization. Effective accordance with our policies on
Shareholders Yes )' - None ** - None H&S performance assist health and safety measures. We
in attracting and retaining are also in the process of finalizing
Employees and Yes - - None - - None
quality talent. KPIs on measuring effectiveness
workers
of our safety practices including,
Customers Yes - - None - - None conducting hazard identification
Value Chain Yes - - None - - None and risk assessment across the
Partners value chain.
Other (please Yes - - None - - None

specify)

Indicate Financial implications of Indicate Financial implications of

S. Material issue whether risk Rationale for identifying the In case of risk, approach to adapt or the risk or opportunity S. Material issue whether risk Rationale for identifying the In case of risk, approach to adapt or the risk or opportunity
No. identified or opportunity risk / opportunity mitigate (Indicate positive or No. identified or opportunity risk / opportunity mitigate (Indicate positive or
(R/O) negative implications) (R/O) negative implications)
%. Responsible Opportunity 1. It eliminates sustainability We have processes in place for Positive 11. Human rights Risk 1. Potential to negatively We have all the policies to mitigate Negative
Sourcing risks in the supply chain. integrating sustainability aspects impact companies ESG the challenges of human rights and
in leaf sourcing. performance. track any issues related to child
(. It ensures the stakeholders labor, forced labour, involuntary
especially investors For the non-leaf suppliers’, we (. Violation of Human rights labour, sexual harassment. We
and customers on the assess performance on quality, leads to Regulatory, legal, also maintain harmonious working
commodities that are delivery and price. We have and legislative challenges environment with the Union at the
sourced from responsible developed a sustainable supply factory and undertake feedback
managed resources and chain framework and going forward exercise on a continuous basis. We
responsible suppliers. we will integrate sustainability proactively recognize the needs
aspects in all sourcing process. of the workforce and address
*. Waste Risk 1. Management of tobacco Hazardous waste being disposed Negative their concerns through long-term
Management product wastes (TPW) at of through PCB approved recycling solutions post interactions and
the consumer end. vendor. We monitor hazardous discussions with the Union.
wastes in our manufacturing 1(. Business Risk 1. Highly opinionated We have ensured a strong ethical Negative
(. Waste management units and the wastes are within
infrastructure has an ethics business segment in terms business culture, undertaken
permissible limits as laid down by of ethics measures to have effective risk
important role in+delivering the regulators.
sustainable development. management such as responsible
(. Regulatory and legal marketing and promotion of
7. Farmer Opportunity 1. Assisting farmers to cope Engaging with key stakeholders Positive challenges associated with products.
Livelihood the challenges related to for evidence based, non- the nature of business we
agricultural practices. discriminatory taxation and are in.
regulations that safeguard farmer 13. Innovation Opportunity 1. Development of new We continue to invest in R&D of Positive
(. Increasing their earnings livelihoods.
by improving farm products new products and often research
productivity Facilitating financing of agricultural on flavours to match customer
(. Access to new geographies preferences.
equipment, awareness on
3. Supporting farmers to reduction of crop losses, quality
thrive in a marketplace. 1). Consumer Risk 1. Our abilities to prevent To prevent counterfeit products Negative
storage facilities and inventory welfare counterfeit products. or illegal trade we are partnering
management. with the industry to identify
(. Our ability to provide inter-governmental efforts and
". Circular Opportunity 1. Achieve global climate and We collect back plastic from end Positive consumers with
Economy sustainable development users across states in India as a public-private alliances in adopting
manufactured products appropriate measures like sensible
commitments. part of EPR (Extended Producer that are aligned with
Responsibility) taxation
(. Resource efficiency societal expectation.
Launching new products to meet
3. Protect human health and 3. Access to the new consumer expectations through
biodiversity. geographies new/ innovative brands
'. Employment Opportunity 1. Poverty reduction Employees are provided with skill Positive 1%. Community Opportunity 1. Build strong relationship Our CSR focus areas have been Positive
enhancement training. initiatives with the communities designed to cater to the needs of
(. Enhanced productivities
We also undertake various where we operate. the community that we operate in.
3. Boost companies’ social feedback from employees on our
performance as an (. Promote economic growth
HR practices and understand their and improve standard of
attractive employer need on a regular basis. living in the areas of CSR
1&. Labour Risk 1. Essential for the success We make contributions to defined Negative interventions.
Management of businesses' operations- contribution schemes such as labor 1*. Climate Opportunity 1. Disruption in tobacco raw We are undertaking various Positive
Relations increased productivity and, welfare fund which are charged as resilience material procurement steps to facilitate financing of
morale. an expense based on the amount agricultural equipment which
of contribution required to be made (. Reduced risk of climate are environmentally friendly and
(. Essential for companies’ as and when services are rendered change.
social performance as an by the workers. As a Company, economically affordable. We have
attractive employer. 3. Building operational also started to monitor impact of
we ensure our relationship with resilience climate change on our business
3. Better working relations our workers union are cordial. process.
with the union at the We recognize the needs of the
premises ensure better workers and address their concerns
brand image. proactively through long-term
solutions post interactions and
discussions with the Union.

Indicate Financial implications of SECTION B: MANAGEMENT AND PROCESS DISCLOSURES

S. Material issue whether risk Rationale for identifying the In case of risk, approach to adapt or the risk or opportunity
No. identified or opportunity risk / opportunity mitigate (Indicate positive or
This section is aimed at helping businesses demonstrate the structures, policies and processes put in place
(R/O) negative implications) towards adopting the NGRBC Principles and Core Elements.
17. Sustainable Opportunity 1. Opportunity to mitigate Positive
material the challenges associated Disclosure Questions P1 P2 P3 P4 P5 P6 P7 P8 P9
with climate change. Policy and management processes
(. Promote circular economy. 1. a. Whether your entity’s policy/policies cover each
principle and its core elements of the NGRBCs. Yes Yes Yes Yes Yes Yes Yes Yes Yes
3. Reduced environmental (Yes/No)
implications.
b. Has the policy been approved by the Board? Yes. The policies are approved by our Board of Directors. Implementation
1". Training and Opportunity 1. Reduced turnover, reduced We provide trainings to our Positive (Yes/No) of policy decision is carried out by the management.
education external hiring costs and workforce based on the needs
c. Web Link of the Policies, if available Our internal policies are available on the intranet. Other policies are
a more engaged and assessment that forms a part of
available on our website, www.vsthyd.com.
committed workforce their performance evaluation.
2. Whether the entity has translated the policy into Yes Yes Yes Yes Yes Yes Yes Yes Yes
(. Mitigate risk of non- Our farmers are provided various procedures. (Yes / No)
compliance trainings like training on the ALP
Code, training on handling CPA and 3. Do the enlisted policies extend to your value chain Yes Yes Yes Yes Yes Yes Yes Yes Yes
3. Increased productivity their safe disposal etc. partners? (Yes/No)
). High ROI 4. Name of the national and international codes/ ISO ISO ISO
certifications/labels/ standards (e.g. Forest )%&&1:(&1" 1)&&1:(&1%, 17&(%:(&17
1'. Regulatory Risk 1. Increase the costs of Responsibilities, accountabilities, Negative Indian Green
Stewardship Council, Fairtrade, Rainforest Alliance,
compliance running a business. and reporting lines are systemically Building
Trustea) standards (e.g. SA "&&&, OHSAS, ISO, BIS) Council
defined in all divisions and
(. Reduce the attractiveness conform to meet all the regulatory adopted by your entity and mapped to each principle. (IGBC) ‘Gold
of an investment. compliance with applicable
Rating, AWS
certification
3. Invalidating business regulations. There are also audit for Sustainable
model procedures to assess compliance manufacturing
preparedness. in cut tobacco
(&. Diverse and Opportunity 1. Improve our performance We encourage the inclusion of Positive
inclusive as it increases the more women in our workforce. 5. Specific commitments, goals and targets set by the entity with defined timelines, if any.
work likelihood of bringing
environment people with different types We practice non-discrimination. Mandatory/
6. Performance of the entity against the specific
of knowledge, views, and Principles Targets commitments, goals, and targets along-with
Voluntary
perspectives together reasons in case the same are not met.
P( 3&% of contracted farmers (for Talmari & Oriental Voluntary %% (On Track)
(. Better innovative and
crops) to use drip irrigation by (&3&
problem-solving skills,
improves talent attraction P( 3&% of crop protection agents used by contracted Voluntary 7% (On Track)
and retention, increases farmers to be biofertilizer/biochemicals based by
employee engagement (&3&
and results in higher P( (&% improvement in soil organic matter by (&3& Voluntary %% of the contracted farmers use green
efficiency through green manuring crops for better water manures to improve soil organic content. The
holding capacity soil will be tested (-3 years later to measure
improvement in soil organic content.
P( Farm Mechanization: Implement mechanization of Voluntary *&% area under tobacco uses mechanization
field preparation and removal of stubbles for 1&&% in field preparation and removal of stubbles.
of area under tobacco by (&3&. Also, explore and We are in the process of researching for the
implement mechanization of other farm operations implementation of other farm operations.
(harvesting & plantation) for at least (&% of tobacco (On Track)
area by (&3&.
P( 1&&% Contracted farmers to be provided with CPA Voluntary )"% (On Track)
(Crop Protection Agent) boxes for safe storage
P3 1&&% Contracted farmers to be trained on use of Voluntary On Track
agrochemicals and safe disposal
P3 Zero accident in own operations Voluntary Complied with (On Track)

Mandatory/
6. Performance of the entity against the specific Governance, leadership and oversight
Principles Targets commitments, goals, and targets along-with
Voluntary
reasons in case the same are not met.
7. Statement by director responsible for the business responsibility report, highlighting ESG related
P) Promote an inclusive work environment by: Voluntary Complied with (On Track) challenges, targets and achievements (listed entity has flexibility regarding the placement of this
• Being an equal opportunity employer and disclosure)
provide equal opportunity to all employees
Our Business Responsibility and Sustainability Report (BRSR) illustrates a commendable effort to
based on merit and ability
transparently communicate our dedication to sustainability and ethical business practices. By interweaving
• Provide inclusiveness training to management financial achievements with our non-financial performance, we not only reaffirm our commitment to
staff to promote a work environment free
from discrimination, sexual harassment and generating long-term value for stakeholders but also highlight a transparent, accountable approach. Our
undue biases in compensation, training and ESG framework stands on % pillars. Here are some essential insights and highlights under each of the %
employee benefits based on caste, religion, ESG pillars:
disability, gender, sexual orientation, race,
colour, ancestry, marital status or affiliation Responsible Governance: We maintain the highest standards of ethics and integrity in dealing with our
with a political, religious or union organisation stakeholders and comply with the applicable laws, rules and regulations, as a responsible corporate citizen.
or majority/minority group.
Our policies and risk management framework provide guidance to preemptively identify, manage and
P) Continue to invest in employee engagement and Voluntary Complied with (On Track) mitigate business risks. While product integrity is a key focus area, we put equal impetus on reducing the
conduct the employee engagement survey at
regular intervals to track for any course correction,
negative impacts on the environment due to product manufacturing and packaging.
track relevant KPIs for the workforce Sustainable Operations: We have made significant progress in integrating sustainability practices into
P% Child labor/forced labour: “We have zero tolerance Voluntary Complied with (On Track) our operations across all relevant stages. We continue to optimize natural resource use in our processes
towards child labor or forced labour. We shall
and products and aim to further improve our environmental performance aligned with technology-related
continue to have adequate measures in place to
identify and mitigate such risks within the leaf advancement and evolving stakeholder expectations. Our Environment, Health & Safety (EHS) Policy
supply chain” establishes and showcases our vision to go beyond the required compliances, legislations, and regulations.
P% Minimum wage for farm workers: “We shall continue Voluntary Complied with (On Track) The management and employees jointly work together to accomplish our common goal of achieving a
to ensure minimum legal wage is provided to farm safe, healthy, and environment-friendly workplace. Both manufacturing facilities have a well-established
workers” environment management system which are also ISO 1)&&1:(&1% certified. Our Toopran unit received
P% "&% Contracted farmers to be GMS (farm level data Voluntary )"% (On Track) Platinum Rating IGBC Green factory building Certification from CII, IGBC Hyderabad. During the reported
recording tool) compliant period, our Toopran facility was honored with the AWS "Gold certification," a milestone that we view as
P* %&% renewable energy in overall energy mix Voluntary 1%% (On Track) a significant contribution to sustainable water management. The goals of AWS encompass improving
(provided favorable regulatory scenario exists) by
water governance, enhancing water quality, and promoting responsible water usage within industries and
(&3& (Baseline (&1'-(&)
communities. Aligned with AWS's principles, we have identified relevant risks, engaged with the appropriate
P* Aim to operate 1&&% of fleet (owned and third Voluntary No EV passenger Fleet. Feasibility study of
stakeholders, and developed action plans catered on water reduction strategies, as well as increasing water
party) on electric vehicles by (&3& (Baseline (&1'- EV buses in progress; 1) forklifts are battery
(&) operated; 1 EV charging stations for ) wheelers; availability through harvesting and recycling techniques. We also maintain our rainwater harvesting share
3 EV charging stations for ( wheelers; (On at (.)7 times the net water consumption in our own facilities. Additionally, renewable energy catered to
Track) approximately (%% of our electricity requirements during the FY(3-().
P* Achieve carbon neutrality for our own operations by Voluntary No offsets yet-VERRA/Gold standard credits to
(&3& (scope 1+( emissions) be purchased and PAS (&*& Assurance to be Care for People: At VST, we have focused at fostering high-performance culture to achieve exceptional
undertaken subsequently (On Track) business growth. Throughout this endeavor, we harness the pride, passion, and resilience of our dedicated
P* Rainwater Harvesting Potential equivalent to over Voluntary (.)7 times (On Track) employees, which form an integral part of our organizational culture. We prioritize on the wellness of our
3 times the Net Water Consumption from own employees and provide distinctive career opportunities. As an equal opportunity employer, our recruitment
operations (Baseline (&1'-(&) procedures are consistent and fair towards potential employees based on caste, religion, disability, gender,
P* '%.*% utilisation of tobacco at Primary Voluntary '*% (On Track) sexual orientation, race, colour, ancestry, marital status, or affiliation with a political, religious, or union
manufacturing organisation or majority/ minority group. We are committed towards Zero Harm, we guarantee a workspace
P* 1&&% of packaging to be reusable, recyclable, or Voluntary 1&&% (On Track) that is free from safety hazards by implementing safe work procedures, promoting a robust safety culture,
biodegradable by (&3& (Baseline (&1'-(&) and monitoring and controlling unsafe work conditions. To uphold high standards of health and safety,
P* Achieve plastic neutrality through sustainable Voluntary 1&&% (On Track) we have developed and implemented the Health & Safety Management system in accordance with ISO
management of waste equivalent to the amount of
)%&&1 requirements.
plastic utilized in Packaging (Baseline (&1'-(&)
P7 Continue to comply with applicable regulatory Voluntary (On Track)
requirements

Sustainable Agriculture: Our sustainable development strategy revolves around generating value that 9. Does the entity have a specified Committee of the Board/Director responsible for decision making on
benefits business, society, and the environment. A primary focus area is sustainable agriculture, which sustainability related issues? (Yes / No). If yes, provide details.
promotes responsible practices across the supply chain. This includes implementing good agricultural Yes, the Board level Corporate Social Responsibility Committee are responsible for decision-making on
practices on a large scale to safeguard the environment, enhance farmer livelihoods, and bolster the CSR activities and overseeing Business Responsibility policy(ies). The following are the Members of CSR
resilience and well-being of farming communities. committee of the Board.
The Farmer Handbook details these practices, supported by field technicians who offer ongoing guidance 1. Mr. Rajiv Gulati (Independent Non-Executive Director; DIN: &*"(&**3) as the Chairman
to farmers. Utilizing the GMS mobile application, these technicians oversee various farming activities to (. Ms. Rama Bijapurkar (Independent Non-Executive Director; DIN: &&&&1"3%)
ensure adherence to agricultural labor practices and environmental standards. Data gathered through the
3. Mr. Naresh Kumar Sethi (Non-Executive Director; DIN: &"('*)"*)
GMS application is analyzed to monitor progress towards achieving sustainability objectives. )"% of our
contracted farmers are GMS compliant. ). Mr. S. Thirumalai (Non-Executive Director; DIN: &&&11"'')
%. Mr. Aditya Deb Gooptu (Managing Director & CEO; DIN: &7")'1&))
We also take initiatives to enhance farmer resilience and livelihood. In this regard, we have made considerable
achievements like, )"% of the contracted farmers have been trained in our ALP code and )"% of the
10. Details of Review of NGRBCs by the Company:
contracted farmers have access to PPE kits to prevent themselves from GTS (Green Tobacco Sickness). In
addition to this, we have been able to implement mechanization of field preparation and removal of stubbles Indicate whether review was undertaken by Frequency
Director / Committee of the Board/ (Annually/ Half yearly/ Quarterly/ Any other
for 1&&% of area under tobacco. Subject for Review Any other Committee – please specify)
Inclusive Growth: We are dedicated to creating shared value and promoting inclusive growth for all our P1 P2 P3 P4 P5 P6 P7 P8 P9 P1 P2 P3 P4 P5 P6 P7 P8 P9
stakeholders throughout the entire value chain. We work closely with the local communities around the Performance against above policies and Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes
manufacturing facilities to identify the direct and indirect impacts of our operations on these communities follow up action
and undertake development initiatives accordingly. The CSR policy and initiatives reflect our vision, mission, Compliance with statutory requirements Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes Yes
thrust areas and lists out various thematic areas for CSR implementation. We focus on rural development, of relevance to the principles, and
rectification of any non-compliances
health & sanitation, education and environment and sustainability through our CSR activities. Additionally,
as a responsible corporate citizen, we continue to adhere to COTPA guidelines, for packaging and labelling,
11. Has the entity carried out independent assessment/ evaluation of the working of its policies by an
advertising, and promotion.
external agency? (Yes/No). If yes, provide name of the agency.
By dedicating resources in these thematic areas, we aim to create a positive and lasting impact that P1 P2 P3 P4 P5 P6 P7 P8 P9
goes beyond immediate business interests. At VST, we work by collaborating with local stakeholders,
No
understanding their needs, and contributing to their well-being while also advancing our ESG goals.
8. Details of the highest authority responsible for implementation and oversight of the Business 12. If answer to question (1) above is “No” i.e. not all Principles are covered by a policy, reasons to be stated:
Responsibility policy(ies). P1 P2 P3 P4 P5 P6 P7 P8 P9
1. Mr. Rajiv Gulati (Independent Non-Executive Director; DIN: &*"(&**3) as the Chairman The entity does not consider the principles
material to its business (Yes/No)
(. Ms. Rama Bijapurkar (Independent Non-Executive Director; DIN: &&&&1"3%)
The entity is not at a stage where it is in a
3. Mr. Naresh Kumar Sethi (Non-Executive Director; DIN: &"('*)"*) position to formulate and implement the
policies on specified principles (Yes/No)
). Mr. S. Thirumalai (Non-Executive Director; DIN: &&&11"'') The entity does not have the financial or/ All principles are covered by our policies.
human and technical resources available for
%. Mr. Aditya Deb Gooptu (Managing Director & CEO; DIN: &7")'1&)) the task (Yes/No)
It is planned to be done in the next financial
Implementation of Business Responsibility policy(ies). year (Yes/No)
Mr. Phani K Mangipudi Any other reason (please specify)
Company Secretary & Vice President - Legal & Secretarial
Telephone: +'1 &)& (7*" "&&&
E-mail: phanimangipudi@vstind.com
1(& ANNUAL REPORT 2023-24 1(1

SECTION C: PRINCIPLE WISE PERFORMANCE DISCLOSURE 4. Does the entity have an anti-corruption or anti-bribery policy? If yes, provide details in brief and if
This section is aimed at helping entities demonstrate their performance in integrating the Principles and available, provide a web-link to the policy.
Core Elements with key processes and decisions. The information sought is categorized as “Essential” and We do not have any standalone anti-corruption or anti-bribery policy. However, we adhere to the Code
“Leadership”. While the essential indicators are expected to be disclosed by every entity that is mandated to file of Conduct and Ethics Policy that encapsulates our commitment to ethical practices and integrity. This
this report, the leadership indicators may be voluntarily disclosed by entities which aspire to progress to a higher policy is established to define the fundamental ethical standards, facilitate the detection and prevention
level in their quest to be socially, environmentally and ethically responsible. of misconduct, and clarify the ethical expectations placed on the employees and directors. Link: code-of-
conduct-ethics-policy-and-guidelines-on-recruitment.pdf (vsthyd.com)
PRINCIPLE 1 Businesses should conduct and govern themselves with integrity, and in a manner that is
Ethical, Transparent and Accountable. 5. Number of Directors/KMPs/employees/workers against whom disciplinary action was taken by any law
enforcement agency for the charges of bribery/ corruption:
Essential Indicators
FY 2023-24 FY 2022-23
(Current Financial Year) (Previous Financial Year)
1. Percentage coverage by training and awareness programmes on any of the principles during the financial
year: Directors
KMPs
Total number of training and Topics / principles covered under the %age of persons in respective category - -
Segment
awareness programmes held training and its impact covered by the awareness programmes Employees
Board of Directors 1 Familiarization was provided on 1&&% Workers
various topics related to regulatory
changes comprising NGRBC
Key Managerial 1 principles, economic development, 1&&% 6. Details of complaints with regard to conflict of interest:
Personnel and other various market scenarios.
FY 2023-24 FY 2022-23
Employees other than 1 ESG awareness programmes by 1&&% (Current Financial Year) (Previous Financial Year)
BoD and KMPs implementation partner.
Number Remarks Number Remarks
Workers 17 EHS Trainings "*.)%
Number of complaints received in relation to issues - -
of Conflict of Interest of the Directors
2. Details of fines / penalties /punishment/ award/ compounding fees/ settlement amount paid in Number of complaints received in relation to issues - -
proceedin1gs (by the entity or by directors / KMPs) with regulators/ law enforcement agencies/ judicial of Conflict of Interest of the KMPs
institutions, in the financial year, in the following format (Note: the entity shall make disclosures on the
basis of materiality as specified in Regulation 30 of SEBI (Listing Obligations and Disclosure Obligations) 7. Provide details of any corrective action taken or underway on issues related to fines / penalties / action
Regulations, 2015 and as disclosed on the entity’s website): taken by regulators/ law enforcement agencies/ judicial institutions, on cases of corruption and conflicts
Monetary
of interest.
Name of the regulatory/ Has an appeal There has been no fines/penalties/action taken by regulators/law enforcement agencies/judicial institutions,
NGRBC Amount
Principle
enforcement agencies/
(In INR)
Brief of the Case been preferred? on cases of corruption and conflicts of interest.
judicial institutions (Yes/No)
Penalty/ Fine - - - - - 8. Number of days of accounts payables ((Accounts payable *365) / Cost of goods/services procured) in the
Settlement - - - - - following format:
Compounding fee - - - - - FY 2023-24 FY 2022-23
Non-Monetary
Number of days of accounts payables )3 31
Has an appeal
NGRBC Name of the regulatory/ enforcement
Brief of the Case been preferred?
Principle agencies/ judicial institutions
(Yes/No)
Imprisonment - - - -
Punishment - - - -
3. Of the instances disclosed in Question 2 above, details of the Appeal/ Revision preferred in cases where
monetary or non-monetary action has been appealed.
Case Details Name of the regulatory/ enforcement agencies/ judicial institutions
Not Applicable
1(( ANNUAL REPORT 2023-24 1(3

9. Open-ness of business PRINCIPLE 2: Businesses should provide goods and services in a manner that is sustainable and safe
Provide details of concentration of purchases and sales with trading houses, dealers, and related parties Essential Indicators
along-with loans and advances & investments, with related parties, in the following format:
1. Percentage of R&D and capital expenditure (capex) investments in specific technologies to improve the
FY 2023-24 FY 2022-23
Parameter Metrics
environmental and social impacts of product and processes to total R&D and capex investments made by
the entity, respectively.
Concentration Purchases from trading houses as % of total purchases - -
of Purchases Current Previous
Number of trading houses where purchases are made from - -
Financial Year Financial Year Details of improvements in Environmental and social impacts
Purchases from top 1& trading houses as % of total purchases - - (FY 2023-24) (FY 2022-23)
from trading houses
R&D 3'% - On-line Laser Ventilation unit installed on Demi slim maker, which
Concentration Sales to dealers / distributors as % of total sales 1&&% 1&&% reduced smoke deliveries by (&%
of Sales
Number of dealers / distributors to whom sales are made '7& ')3 Capex 7% &.7% An integrated system was developed combining an on-line laser
Sales to top 1& dealers / distributors as % of total sales to ((% 1'% ventilation unit, Infralab, ends tester, and humidity chamber for
dealers / distributors comprehensive testing and analysis.
Share of RPTs Purchases (Purchases with related parties / Total Purchases) - -

in
Sales (Sales related parties / Total Sales) - - 2. a. Does the entity have procedures in place for sustainable sourcing?
Loans & advances (Loans & advances given to related parties - - We have established comprehensive procedures for the sustainable sourcing of tobacco leaves and stems,
/Total loans & advances) ensuring a responsible supply chain that aligns with both environmental and social standards. By entering
Investments (Investments in related parties / Total - - long-term contracts with farmers, we mandate compliance with applicable labor laws as outlined in the
Investments made) Agriculture Labour Practices (ALP) code, along with adherence to the good agricultural practices specified
in the farmer handbook. Field technicians play a crucial role in educating farmers about these requirements
Leadership Indicators and offer the necessary guidance to implement these practices effectively. To facilitate monitoring and
data collection on farmer progress, field technicians utilize the GMS application, which aids in evaluating
1. Awareness programmes conducted for value chain partners on any of the principles during the
compliance across various measures such as seedbed management, transplanting, and crop protection,
financial year:
among others.
Total number % Age of value chain partners covered (by
of awareness Topics / principles covered under the training value of business done with such partners) Our commitment to sustainability in the tobacco supply chain is evident through several key practices:
programmes held under the awareness programmes
1 We are committed to fostering strong and mutually advantageous 1&&% of our leaf suppliers Toxicity and Pollution Control: By securing early purchases from farms and promoting natural conditions
relationships with partners along the value chain. By collaborating for de-raking tobacco leaves, we ensure low levels of tobacco-specific nitrosamines (TSNAs).
closely with suppliers, we identify opportunities for improvement
and also provides guidance to retailers and wholesalers on adhering Pesticide Usage: The provision of Crop Protection Agents (CPAs) approved by the Central Insecticides
to COTPA regulations related to packaging, labeling, advertising, Board ensures that farmers use only recommended pesticides in prescribed doses, with tobacco leaves
and sales promotion. A longstanding and vital component of our
undergoing CPA residue analysis to maintain safety thresholds.
business growth is the deep-rooted partnership with the tobacco
farming community. Our dedication to the sustainable livelihoods Soil Nutrient Management: Encouraging practices like crop rotation, usage of left over crop residue to
of farmers is evident in the promotion of good agricultural practices.
These practices not only enhance crop yield but also bring
enhance soil’s organic carbon and the addition of farmyard manure enhances soil health, contributing to
environmental benefits. To support this, we have deployed field sustainable cultivation.
technicians who provide training and advice on various agricultural
methods, such as soil, water, and nutrient management, cropping Curing Processes: The adoption of sun curing by most farmers, and the efficient use of fuel in fire curing by
techniques, integrated pest management, and environmentally others, reflects your efforts to minimize environmental impact while improving curing efficiency.
friendly curing processes.
Non-tobacco Related Material (NTRM) Removal: Through vigilant monitoring during the bailing process
and the use of NTRM sorters in factories, we ensure the purity and quality of the tobacco bales.
2. Does the entity have processes in place to avoid/ manage conflict of interests involving members of the
Board? (Yes/No) If yes, provide details of the same. Health and Safety Measures: The distribution of Personal Protective Equipment (PPE) kits and the provision
Yes. We have a Related Party Transactions (RPT) Policy and has also formulated a policy for determining of water for sanitation purposes safeguard against Green Tobacco Sickness (GTS) among farmers.
the Material RPT and the details of such policies for dealing with RPT are disseminated on our website at Human Rights Protection: Implementing the ALP code allows for regular monitoring and review of the
https://www.vsthyd.com/mainsite/documents/policy-on-related-party-transactions1.pdf. There were no tobacco supply chain to prevent discrimination, child labor, forced labor, and to ensure the payment of
materially significant related party transactions between our Company and the Directors, Promoters, Key minimum wages and safe working conditions.
Managerial Personnel, and other designated persons which may have a potential conflict with the interest
at large. We have obtained all prior approval for all the related party transactions from the Audit Committee These practices underline our dedication to promoting sustainable and ethical practices throughout the
of the Board. supply chain, ensuring the well-being of farmers and the environment, and maintaining high standards of
quality and safety in our products.
1() ANNUAL REPORT 2023-24 1(%

Sustainable Supply chain framework: We have also developed a sustainable supply chain framework and 4. Of the products and packaging reclaimed at end of life of products, amount (in metric tonnes) reused,
associated SOP for our suppliers of raw materials. The framework includes the mechanism to identify the recycled, and safely disposed, as per the following format:
critical suppliers based on set criteria and the assessment of these critical suppliers (both existing and new) We utilize processes designed to recover packaging materials, especially plastic waste, ensuring their safe
for ESG risks. disposal once they reach the end of their lifecycle. In the fiscal year (&(3-(), we have engaged in plastic waste
management initiatives following Extended Producer Responsibility (EPR) guidelines to properly dispose of
b. If yes, what percentage of inputs were sourced sustainably? all non-multi-layered plastic (non-MLP) waste types. Throughout this period, we successfully gathered (&"
*"% of our inputs were sourced sustainably during the reporting period. metric tons of post-consumer plastic waste from across all states and union territories within India.
FY 2023-24 Current Financial Year FY 2022-23 Previous Financial Year

3. Describe the processes in place to safely reclaim your products for reusing, recycling and disposing at
the end of life, for (a) Plastics (including packaging) (b) E-waste (c) Hazardous waste and (d) other waste. Re-Used Recycled Safely Disposed Re-Used Recycled Safely Disposed
Plastic Waste - - (&" MT - - 1").') MT
Yes, we have the processes in place to safely reclaim products for reusing, recycling, and disposing at the
end of life particularly related to e-waste, plastics and hazardous waste. We have partnered with SPCB
approved vendors who are authorized recyclers. 5. Reclaimed products and their packaging materials (as percentage of products sold) for each product
category.
4. Whether Extended Producer Responsibility (EPR) is applicable to the entity’s activities (Yes / No). If Indicate product category Reclaimed products and their packaging materials as % of total products sold in respective category
yes, whether the waste collection plan is in line with the Extended Producer Responsibility (EPR) plan Cigarettes 1&&%
submitted to Pollution Control Boards? If not, provide steps taken to address the same.
Yes, Extended Producer Responsibility (EPR) is applicable to the company. We have partnered with SPCB
PRINCIPLE 3: Businesses should respect and promote the well-being of all employees, including those
approved recycler for implementation of EPR plan.
in their value chains
Leadership Indicators Essential Indicators
1. Has the entity conducted Life Cycle Perspective / Assessments (LCA) for any of its products (for 1. a. Details of measures for the well-being of employees:
manufacturing industry) or for its services (for service industry)? If yes, provide details in the following % of employees covered by
format? Health insurance Accident insurance Maternity benefits Paternity Benefits Day Care facilities
Category
% of total Boundary for which the Whether conducted by Results communicated in Total Number Number Number % (D / Number Number
Name of Product (A) (B) %(B/A) (C) %(C/A) (D) A) (E) %(E/A) (F) %(F/A)
NIC Code Turnover Life Cycle Perspective / independent external public domain (Yes/No)
/Service
contributed Assessment was conducted agency (Yes/No) If yes, provide the web-link. Permanent employees
No, we have not conducted any Life Cycle Assessments for any of our products during the reporting period. Male 3*' 3*' 1&& 3*' 1&& - - - - - -
Female 1) 1) 1&& 1) 1&& 1) 1&& - - - -
2. If there are any significant social or environmental concerns and/or risks arising from production or Total 383 383 100 383 100 14 100
disposal of your products / services, as identified in the Life Cycle Perspective / Assessments (LCA) or Other than Permanent employees
through any other means, briefly describe the same along-with action taken to mitigate the same. Male - - - - - - - - - - -
Female - - - - - - - - - - -
Name of Product / Service Description of the risk / concern Action Taken
Total - - - - - - - - - - -
Not Applicable
b. Details of measures for the well-being of workers:

3. Percentage of recycled or reused input material to total material (by value) used in production (for
% of workers covered by
manufacturing industry) or providing services (for service industry).
Health insurance Accident insurance Maternity benefits Paternity Benefits Day Care facilities
Category
Recycled or re-used input material to total material Total Number Number % (C / Number Number Number
Indicate input material
FY 2023-24 Current Financial Year FY 2022-23 Previous Financial Year (A) (B) % (B / A) (C) A) (D) % (D / A) (E) % (E /A) (F) % (F /A)
Permanent workers
None - -
Male 3"' 3"' 1&& 3"' 1&& - - - - - -
Female - - - - - - - - - - -
Total 389 389 100 389 100 - - - - - -
Other than Permanent workers
Male - - - - - - - - - - -
Female - - - - - - - - - - -
Total - - - - - - - - - - -
1(* ANNUAL REPORT 2023-24 1(7

c. Spending on measures towards well-being of employees and workers (including permanent and other 6. Is there a mechanism available to receive and redress grievances for the following categories of employees
than permanent) in the following format – and worker? If yes, give details of the mechanism in brief.
FY 2023-24 FY 2022-23 Yes/No (If yes, then give details of the mechanism in brief)
Permanent Workers We have implemented a structured mechanism to handle grievances from both
Cost incurred on well-being measures as a % of total revenue of the company &.1*% permanent and non-permanent staff. This system is pivotal in nurturing trust and
&.1%% Other than Permanent Workers
fostering a positive work culture by encouraging feedback aimed at improving
Permanent Employees the workplace.
2. Details of retirement benefits, for current and previous Financial Year. Other than Permanent Employees Moreover, we undertake employee satisfaction surveys every 3 years, focused
on six critical aspects: cultivating a positive work atmosphere, establishing trust
FY 2023-24 FY 2022-23 in leadership, improving teamwork and communication, ensuring supportive
Current Financial Year Current Financial Year
management, engaging employees in meaningful tasks, and creating opportunities
Benefits Deducted and Deducted and for professional development.
No. of employees No. of workers No. of employees No. of workers
deposited with deposited with
covered as a % of covered as a % of covered as a % of covered as a % of We also interact with our employees through Town Halls on a quarterly basis
the authority the authority
total employees total workers total employees total workers and have established a whistleblower policy and a POSH policy. We are highly
(Y/N/N.A.) (Y/N/N.A.)
supportive of our employees in addressing their issues and concerns, empowering
PF 1&& 1&& Y 1&& 1&& Y managers to largely address the challenges employees may face.
Gratuity 1&& 1&& N 1&& 1&& N
ESI - - Y - " Y 7. Membership of employees and worker in association(s) or Unions recognized by the listed entity:
NPS )%.7 - Y %% - Y FY 2023-24 FY 2022-23
No. of employees / No. of employees /
Total employees Total employees
3. Accessibility of workplaces / workers in
workers in respective
/ workers in
workers in respective
category, who are % (B / A) category, who are % (D / C)
Are the premises / offices of the entity accessible to differently abled employees and workers, as per the respective respective
part of association(s) part of association(s)
category (A) category (C)
requirements of the Rights of Persons with Disabilities Act, 2016? If not, whether any steps are being taken by or Union (B) or Union (D)
the entity in this regard. Total Permanent 3"3 - 3** - -

Employees
Yes, our premises have been designed to ensure inclusivity and accessibility for individuals with disabilities.
This commitment is demonstrated through the provision of sufficient wheelchair accommodations and the Male 3*' - 3%( - -
construction of well-designed ramps, facilitating smooth navigation and movement throughout our sites. Female 1) - 1) - -
Total Permanent Workers 3"' 3"' )&( )&( 1&&
4. Does the entity have an equal opportunity policy as per the Rights of Persons with Disabilities Act, 2016? Male 3"' 3"' )&( )&( 1&&
If so, provide a web-link to the policy. Female - - - - -
Although we do not have an equal opportunity policy in accordance with the Rights of Persons with
Disabilities Act, (&1*, we strive to recruit the most qualified talent who share our values. We do not 8. Details of training given to employees and workers:
discriminate based on age, color, disability, religion, caste, or sexual orientation during the recruitment
FY 2023-24 FY 2022-23
process. All employees are treated with respect and dignity, and opportunities for development and career Current Financial Year Previous Financial Year
advancement are based on performance, ability, and potential in alignment with our business requirements.
Category On Health and safety On Health and safety
Most of our establishments are accessible to the differently abled. For easy commute and movements On Skill upgradation On Skill upgradation
measures measures
within our locations, adequate wheelchair facilities are available along with ramp structures. Total (A) No. (B) % (B/A) No. (C) % (C/A) Total (D) No. (E) % (E/D) No. (F) % (F/D)
Employees
5. Return to work and Retention rates of permanent employees and workers that took parental leave.
Male 3*' (*' 73 )( 11.) 3%( )( 11.' 3%( 1&&
Permanent employees Permanent workers
Gender Female 1) 1( "* 1) 1&& 1) 1) 1&&
Return to work rate Retention rate Return to work rate Retention rate
Others - - - - - - - - - -
Male - - - -
Total 383 281 73 56 15 366 42 11.9 366 100
Female - - - -
Workers
Total - - - -
Male 3"' 337 "*.* 3"' 1&& )&( 33' ").3 )&( 1&&
Female - - - - - - - - - -
Others - - - - - - - - - -
Total 389 337 86.6 389 100 402 339 84.3 402 100
1(" ANNUAL REPORT 2023-24 1('

9. Details of performance and career development reviews of employees and worker: 12. Describe the measures taken by the entity to ensure a safe and healthy workplace.
FY 2023-24 FY 2022-23 We ensure safe and healthy workplace by:
Current Financial Year Previous Financial Year
Category
Total Total • Implementing a robust emergency response plan in consideration of fire or explosion, electrical failures,
No. (B) % (B / A) No. (D) % (D / C)
(A) (C) chemical and fuel leakage; and conducting mock drills on quarterly basis
Employees
Male 3*' 3*' 1&& 3%( 3%( 1&& • Implementing safety guidelines to mitigate safety risks identified through job safety analysis
Female 1) 1) 1&& 1) 1) 1&& • Conducting internal safety audit as per IS 1))"' on semiannual basis and external safety audit on
Total 383 383 100 366 366 100 biannual basis
Workers
Male 3"' 3"' 1&& )&( )&( 1&& • Quarterly reviewing of safety performance by the Board and top management
Female - - - - - -
• Providing continuous training to employees and workers
Total 389 389 100 402 402 100
• Undertaking periodic medical survey and medical checkups
10. Health and safety management system:
• Inducing a safety culture by motivating and encouraging employees to provide suggestions to improving
a) Whether an occupational health and safety management system has been implemented by the entity? safety performance.
(Yes/ No). If yes, the coverage such system?
• Conducting Safety Day competitions for employees and giving rewards and recognition.
Yes. We have implemented ISO )%&&1:(&1" occupational health and safety management system at our
manufacturing units located at Azamabad and Toopran. • Launch of Annual Safety Training Plan, introduced a Safety AR&VR Learning and development module
and training is being conducted to workmen and employees.
b) What are the processes used to identify work-related hazards and assess risks on a routine and non-
routine basis by the entity? 13. Number of Complaints on the following made by employees and workers:
We undertake Hazard Identification and Risk Assessment (HIRA) on an annual basis and Job Safety
FY 2023-24 FY 2022-23
Analysis for individual activities on a routine basis to identify work related hazards. We have developed (Current Financial Year) (Previous Financial Year)
control measures which are designed to mitigate the identified work-related hazards and record the same Pending Pending
Filed during the Filed during the
in the risk register. year
resolution at the Remarks
year
resolution at the Remarks
end of year end of year
c) Whether you have processes for workers to report the work-related hazards and to remove themselves Working Conditions - - None _ _ None
from such risks. (Y/N)
Health & Safety - - None _ _ None
Yes. We have processes for workers to report the work-related hazards and to remove themselves
from such risks. We encourage our workers to remove themselves from work in unsafe conditions and 14. Assessments for the year:
create awareness amongst other workers on the mechanisms to report near miss cases while bringing
% of your plants and offices that were assessed
to the attention of the management on any unsafe conditions for investigation. We duly undertake (by entity or statutory authorities or third parties)
subsequent implementation of corrective and preventive actions.
Health and safety practices 1&&%
d) Do the employees/ worker of the entity have access to non-occupational medical and healthcare services? Working Conditions 1&&%
(Yes/ No)
Yes. The employees and workers have access to first aid through the health care center available within 15. Provide details of any corrective action taken or underway to address safety-related incidents (if any)
the premises. and on significant risks / concerns arising from assessments of health & safety practices and working
conditions.
11. Details of safety related incidents, in the following format:
Not Applicable
FY 2023-24 FY 2022-23
Safety Incident/Number Category*
Current Financial Year Previous Financial Year
Leadership Indicators
Lost Time Injury Frequency Rate (LTIFR) Employees - -
(per one million-person hours worked) Workers - - 1. Does the entity extend any life insurance or any compensatory package in the event of death of
Employees - - (A) Employees - Yes
Total recordable work-related injuries
Workers - -
(B) Workers - Yes
Employees - -
Number of fatalities
Workers - - 2. Provide the measures undertaken by the entity to ensure that statutory dues have been deducted and
High consequence work-related injury or ill- Employees - - deposited by the value chain partners.
health (excluding fatalities) Workers - - We engage with vendors who are 1&&% compliant based on the track record.
*Including in the contract workforce

3. Provide the number of employees / workers having suffered high consequence work related injury / ill- 2. List stakeholder groups identified as key for your entity and the frequency of engagement with each
health / fatalities (as reported in Q11 of Essential Indicators above), who have been rehabilitated and stakeholder group.
placed in suitable employment or whose family members have been placed in suitable employment: Whether identified Channels of communication (Email, Frequency of Purpose and scope of
No. of employees/workers that are rehabilitated Stakeholder as Vulnerable & SMS, Newspaper, Pamphlets, engagement (Annually/ engagement including key
Total no. of affected employees/ workers and placed in suitable employment or whose family Group Marginalized Group Advertisement, Community Meetings, Half yearly/Quarterly/ topics and concerns raised
members have been placed in suitable employment (Yes/No) Notice Board, Website), Other others please specify) during such engagement
FY 2023-24 FY 2022-23 FY 2023-24 FY 2022-23 Investors & No • Emails • Quarterly • Our quarterly and annual
(Current Financial Year) (Previous Financial Year) (Current Financial Year) (Previous Financial Year) Shareholders earnings, plan for the next
• Newspaper • Annually financial year
Employees - - - -
Workers - - - - • Advertisement • New market developments
• Website • Regulatory procedures
4. Does the entity provide transition assistance programs to facilitate continued employability and the
• Notice Board
management of career endings resulting from retirement or termination of employment?
Customers No • Product labelling • Ongoing activities • Information as per COTPA
No guidelines
Farmers Yes • Advertisement, • Ongoing • Procurement
5. Details on assessment of value chain partners:
• Notice, • Quality assessment
% of value chain partners (by value of business done with such partners) that were assessed
• Communications during • Grievance redressal
Health and safety practices 1)%
procurement
Working Conditions 1)% • Contract and Payment
terms
6. Provide details of any corrective actions taken or underway to address significant risks / concerns arising Communities/ Yes • Community Meetings • Annually and on • Grievances
NGOs need basis
from assessments of health and safety practices and working conditions of value chain partners. • Focused group discussion • Feedback
We conduct environmental and social assessments for our tobacco farmers, with a special focus on ensuring • Grievance redressal • Program improvement
their health and safety as well as improving their working conditions. A particular area of concern within the sessions
tobacco supply chain is the risk associated with Green Tobacco Sickness (GTS). In efforts to mitigate this • Capacity building
risk, we place a strong emphasis on continuous education and supervision of farmers regarding the critical Employee No • Employee forums • Annually • Learning and development
importance of wearing Personal Protective Equipment (PPE) during the harvesting and curing stages. In
• Leadership forums • Need basis • Well-being
FY (3-(), we have been able to provide PPE kits to )"% of our farmers. Going ahead, the goal is to assess
the farmers through our sustainable supply chain assessment framework. • Employee surveys • Ongoing • Grievance redressal
• Workplace platform • Growth opportunities
We also take measures to ensure that the farmers are trained in safe disposal of CPA. Our field technicians
are responsible for monitoring compliance of contracted farmers and assisting with crop registration, Wholesalers No • Emails • On going • Product quality and
availability
providing expert guidance on nursery management and plantation activities, overseeing baling operations, • Meetings
and facilitating efficient purchasing transactions. Field technicians use mobile apps for data entry, ensuring Suppliers No • Vendor meetings • Annual • Quality
accurate information is recorded in GMS, thus driving successful crop outcomes through comprehensive
• Capacity building • Need-basis • Local procurement
support and monitoring.
Government No • Policy intervention • Need basis • Taxation
and
• Advocacy • Promotions
PRINCIPLE 4: Businesses should respect the interests of and be responsive to all its stakeholders Regulators
• Best practices
1. Describe the processes for identifying key stakeholder groups of the entity. Leadership Indicators
We are committed to nurturing strong relations with our stakeholders. This is driven by a structured plan 1. Provide the processes for consultation between stakeholders and the Board on economic, environmental,
involving identification of stakeholder groups, assessment of their importance and influence on our growth and social topics or if consultation is delegated, how is feedback from such consultations provided to the
and success. We understand that our operations impact a wide array of stakeholders encompassing Board.
employees, suppliers, farmers, partners, shareholders, and the communities we operate in. Consequently,
We have established a Corporate ESG Committee consisting of the Managing Director (MD), Chief
we pledge to incorporate the insights and viewpoints of our stakeholders into our decision-making
Executive Officer (CEO), and ESG Lead (Corporate Sustainability). This Committee is tasked with several key
processes. Following are the principles based on which we prioritize stakeholders:
responsibilities, including the planning and development of our ESG (Environmental, Social, and Governance)
Stakeholders who have a fundamental Needs of the company ‘s Stakeholders relevance and Mutually beneficial strategy, conducting comprehensive reviews of overall performance, and monitoring the operational
impact on company’s performance stakeholders influence relationship direction to ensure alignment with our ESG goals. Additionally, the Corporate ESG Committee is responsible
for providing regular feedback to the CSR (Corporate Social Responsibility) Committee, ensuring continuous
improvement and integration of ESG considerations into our business practices.

2. Whether stakeholder consultation is used to support the identification and management of incidents of violation they witness in our workplace through training. We intend to incorporate human rights
environmental, and social topics (Yes / No). If so, provide details of instances as to how the inputs training into our annual training schedule for the next reporting period to facilitate this initiative.
received from stakeholders on these topics were incorporated into policies and activities of the entity.
Current FY (2023-24) Previous FY (2022-23)
Yes, we believe that sustainable development requires not only addressing material challenges related No. of
Category No. employees/
to corporate operations and strategy, but also identifying and prioritizing the most important challenges Total (A)
employees
% (B/A) Total (C) workers %(D/C)
/ workers
based on stakeholder concerns. We engage in a continuous process of evaluating material topics that are an covered (B)
covered (D)
integral part of our inclusive business strategy. This process involves identifying the common issues across Employees
the business, consulting with internal and external stakeholders and prioritizing the material topics. During Permanent - - - - - -
FY (&(3-() the environmental and social topics were reviewed following the process given below: Other than permanent - - - - - -
Total Employees - - - - - -
• Identification: We identified an initial list of material topics through learning from our industry peers,
Workers
referring to the sector specific material topics recommended by key global and national ESG standards
Permanent - - - - - -
and frameworks.
Other than permanent - - - - - -
• Stakeholder consultations: We invited key internal and external stakeholders to participate in a Total Workers - - - - - -
structured consultation process and recorded their response on the impact and influence of each
material topic. 2. Details of minimum wages paid to employees and workers, in the following format:
Current FY (2023-24) Previous FY (2022-23)
• Prioritization: Post senior management review, followed by recommendations of ESG Council, the
Equal to Minimum More than Equal to Minimum More than Minimum
Board of Directors reviewed and approved the final list of material topics for the organization. Category
Wage Minimum Wage Wage Wage
Total (A) No. (B) % (B / A) No. (C) % (C / A) Total (D) No. (E) % (E/D) No. (F) % (F / D)
• Result: As a result of stakeholder consultation for material topics, existing policies were modified
Employees
and new policies were framed, wherever required. Existing policies and SOPs were also relooked at to
Permanent 3"3 - - 3"3 1&& 3** - - 3** 1&&
include the conclusions and observations arising from stakeholder engagement process evaluation of
Male 3*' - - 3*' 1&& 3%( - - 3%( 1&&
the working of its policies.
Female 1) - - 1) 1&& 1) - - 1) 1&&
Other than Permanent - - - - - - - - - -
3. Provide details of instances of engagement with, and actions taken to, address the concerns of vulnerable/
Male - - - - - - - - - -
marginalized stakeholder groups. Female - - - - - - - - - -
Our efforts to support vulnerable and marginalized stakeholders’ centers on agricultural and horticultural Workers
development, complemented by water management and harvesting techniques. By offering training Permanent 3"' - - 3"' 1&& )&( - - )&( +1&&
in advanced farming methods, we aim to boost farmers' productivity and sustainability. Additionally, Male 3"' - - 3"' 1&& )&( - - )&( +1&&
we are also engaged in several initiatives intended to enhance living conditions within tobacco-growing Female - - - - -
communities. In pursuit to enhance social equity, our CSR programs are focused on rural development, Other than Permanent
health and sanitation, education and environment and sustainability. Some of the CSR activities include Male - - - - - - - - - -
installing household toilets and implementing solar street lighting, upliftment of women farmer self- Female - - - - - - - - - -
help groups and farmer training in modern farming techniques. These activities are crafted to elevate the
standard of living for farmers and their families by providing essential sanitation facilities and dependable, 3. Details of remuneration/salary/wages
eco-friendly lighting solutions. a. Median remuneration/wages:
Male Female
PRINCIPLE 5: Businesses should respect and promote human rights Number Median remuneration/ salary / wages of Median remuneration/ salary/ wages
Number
respective category (in INR) of respective category (in INR)
Board of Directors (BoD) % 77,)&,&&& 1 *3,*&,&&&
1. Employees and workers who have been provided training on human rights issues and policy (ies) of the Key Managerial Personnel ( 1,(7,)),))( - -
entity, in the following format: Employees other than 3** ',71,%&( 1) 11,3(,&"(
BoD and KMP
We consider it our duty to respect and protect human rights and are committed towards creating a workplace
Workers 3"' 1&,1%,'1& - -
that is diverse, inclusive, and fair for everyone. The strategy to ensure a respectful work environment
and to safeguard the human rights of every individual includes enhancing our monitoring frameworks
b. Gross wages paid to females as % of total wages paid by the entity, in the following format:
and systematically enforcing our policies and procedures. In line with our goal of achieving zero human
rights violations, we educate the employees on human rights principles and encourage them to report any FY 2023-24 FY 2022-23
Gross wages paid to females as % of total wages &.&'% &.1&%

4. Do you have a focal point (Individual/ Committee) responsible for addressing human rights impacts or 9. Do human rights requirements form part of your business agreements and contracts?
issues caused or contributed to by the business? (Yes/No) Yes, human right requirements are covered in business agreements and contracts with farmers through the
Yes. The Audit Committee oversees the examination of issues reported by employees through the Agriculture Labor Practices (ALP) Code. Through implementation of the ALP code, we monitor and reviews
Whistleblower mechanism. This mechanism encourages employees to voice any concerns regarding human the tobacco supply chain to prevent any form of discrimination including child labor, forced labour, payment
rights abuses, including harassment, victimization, bullying, and discrimination, for thorough investigation of minimum wages, as well as adherence to safe working conditions.
and satisfactory grievance resolution.
10. Assessments for the year:
5. Describe the internal mechanisms in place to redress grievances related to human rights issues. % of your plants and offices that were assessed
We have implemented a Whistleblower mechanism to enable individuals to safely report any issues (by entity or statutory authorities or third parties)
concerning human rights violations directly to management without the fear of retaliation, through a Child labor 1&&%
specified email or contact details. This system also allows employees and Directors to directly reach out to Forced/involuntary labor 1&&%
the Chairperson of the Audit Committee in special circumstances. To ensure ethical practices and adherence Sexual harassment 1&&%
to human rights standards as defined in the ALP code in our tobacco supply chain, we have deployed field
Discrimination at workplace 1&&%
technicians on the ground to continually survey farm holdings for any breaches. When human rights abuses
Wages 1&&%
are identified, they are logged through the GMS application. Subsequently, we undertake fitting measures
based on severity of the situation to address the issue. Others – please specify 1&&%
6. Number of Complaints on the following made by employees and workers: 11. Provide details of any corrective actions taken or underway to address significant risks / concerns arising
FY 2023-24 FY 2022-23 from the assessments at Question 10 above.
Current Financial Year Previous Financial Year Nil
Pending Pending
Filed during the Filed during the
resolution at Remarks resolution at the Remarks
year year Leadership Indicators
the end of year end of year
Sexual Harassment - - None - - None
Discrimination at workplace - - None - - None 1. Details of a business process being modified / introduced because of addressing human rights grievances/
Child Labor - - None - - None complaints.
Forced Labor/ - - None - - None There have been no significant changes in business processes during the reporting period.
Involuntary Labour
Wages 1 1 The matter is - - None
2. Details of the scope and coverage of any Human rights due diligence conducted.
under evaluation
with Industrial Yes, human right due diligence is undertaken across the tobacco supply chain in accordance with the
Tribunal, Agriculture Labor Practices (ALP) Code.
Telangana.
Other human rights related - - None - - None
issues
3. Is the premise/office of the entity accessible to differently abled visitors, as per the requirements of the
Rights of Persons with Disabilities Act, 2016?
7. Complaints filed under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and We promote an inclusive workplace for a diverse workforce from different cultures and strive towards
Redressal) Act, 2013, in the following format: providing an inclusive infrastructure that takes into consideration the demographics of our workforce.
FY 2023-24 FY 2022-23
4. Details on assessment of value chain partners:
Total Complaints reported under Sexual Harassment on of Women at - - % of value chain partners (by value of business done with such partners) that were assessed
Workplace (Prevention, Prohibition and Redressal) Act, (&13 (POSH) Sexual Harassment 1)%
Complaints on POSH as a % of female employees/ workers - - Discrimination at workplace 1)%
Complaints on POSH upheld - - Child Labor 1)%
Forced Labor/Involuntary Labour 1)%
8. Mechanisms to prevent adverse consequences to the complainant in discrimination and harassment Wages 1)%
cases. Others- please specify 1)%
Our Whistleblower system allows individuals to safely report cases of discrimination and harassment to
management without fear of retaliation or unjust treatment, using the provided email or contact details.

5. Provide details of any corrective actions taken or underway to address significant risks / concerns arising 3. Provide details of the following disclosures related to water, in the following format:
from the assessments at Question 4 above. FY 2023-24 FY 2022-23
Parameter
Based on the assessment done, there were no cases identified in the reporting period. (Current Financial Year) (Previous Financial Year)
Water withdrawal by source (in kiloliters)
(i) Surface water -
PRINCIPLE 6: Businesses should respect and make efforts to protect and restore the environment
(ii) Groundwater (7,7") KL (3,%(7 KL+
Essential Indicators (iii) Third party water - 1,33( KL+
(iv) Seawater / desalinated water -
1. Details of total energy consumption (in Joules or multiples) and energy intensity, in the following format: (v) Others (Rainwater harvesting) -
FY 2023-24 FY 2022-23 Total volume of water withdrawal (7,7") KL (),"%' KL+
Parameter
(Current Financial Year) (Previous Financial Year) (in kilolitres) (i + ii + iii + iv + v)
From renewable sources Total volume of water consumption (7,7") KL (), "%' KL
(in kilolitres)
Total electricity consumption (A) (GJ) %3%7 GJ %,1"" GJ
Water intensity per rupee of turnover &.&&&&&1% KL/INR &.&&&&&1) KL/INR
Total fuel consumption (B) (GJ) - (Total Water consumed / Revenue from operations) (L/Rs)
Energy consumption through other sources (C) (GJ) Water intensity per rupee of turnover adjusted for Purchasing Power Parity &.&&&&3 KL/INR &.&&&&3 KL/INR
(PPP) (Total water consumption/ Revenue from operations adjusted for PPP) adjusted to PPP adjusted to PPP
Total energy consumed from renewable sources (A+B+C) %3%7 GJ %,1"" GJ
Water intensity in terms of physical output 3.33 KL/Million 3.'(KL/Million
From non-renewable sources Cigarettes Cigarettes+
Total electricity consumption (D) (GJ) 1%,%73 GJ 1(,13* GJ Water intensity (optional) – the relevant metric may be selected by the entity -
Total fuel consumption (E) (GJ) 13,"'% GJ 11,&&& GJ
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external
Energy consumption through other sources (F) (GJ) -
agency? (Y/N) If yes, name of the external agency. No
Total energy consumed from non-renewable sources (D+E+F) (',)*" GJ (3,13* GJ
The revenue from operations has been adjusted for PPP based on the latest PPP conversion factor published for the year 2022 by
Total energy consumed (A+B+C+D+E+F) 3),"(% GJ (",3() GJ Organization for Economic Cooperation and Development (OECD) for India which is 22.88.
Energy intensity per rupee of turnover (Total energy consumed/ Revenue &.&&&&&1' GJ/INR &.&&&&&17 GJ/INR
from operations) 4. Provided the following details related to water discharged:
Energy intensity per rupee of turnover adjusted for Purchasing Power Parity &.&&&&)3 GJ/INR &.&&&&3' GJ/INR Due to our commitment to environmental sustainability and water stewardship, both of our manufacturing
(PPP) adjusted to PPP adjusted to PPP
(Total energy consumption/ Revenue from operations adjusted for PPP)
facilities have achieved zero liquid discharge status. As a result, there is no water discharge data applicable
to VST.
Energy intensity in terms of physical output ).)& GJ/Million ).3" GJ/Million
Cigarettes Cigarettes FY 2023-24 FY 2022-23
Parameter
Energy intensity (optional) – the relevant metric may be selected by the - (Current Financial Year) (Previous Financial Year)
entity Water discharge by destination and level of treatment (in kilolitres)
(i) To Surface water - -
Note: Indicate if any independent assessment/ evaluation/assurance has been carried out by an external • No treatment - -
agency? (Y/N) If yes, name of the external agency. No • With treatment – please specify level of treatment - -
The revenue from operations has been adjusted for PPP based on the latest PPP conversion factor published for the year 2022 by (ii) To Groundwater - -
Organization for Economic Cooperation and Development (OECD) for India which is 22.88. • No treatment - -
• With treatment – please specify level of treatment - -
2. Does the entity have any sites / facilities identified as designated consumers (DCs) under the Performance, (iii) To Seawater - -
Achieve and Trade (PAT) Scheme of the Government of India? (Y/N) If yes, disclose whether targets set • No treatment - -
under the PAT scheme have been achieved. In case targets have not been achieved, provide the remedial • With treatment – please specify level of treatment - -
action taken, if any. (iv) Sent to third parties - -
No • No treatment - -
(v) Others - -
• No treatment - -
Total water discharged (in kilolitres) - -

5. Has the entity implemented a mechanism for Zero Liquid Discharge? If yes, provide details of its coverage 9. Provide details related to waste management by the entity, in the following format:
and implementation. FY 2024 FY 2023
Parameter
Yes, both the manufacturing units have implemented mechanism for Zero Liquid Discharge. The treated (Current Financial Year) (Previous Financial Year)
wastewater from the effluent treatment plant is utilized for landscaping purposes. Total Waste generated (in metric tonnes)
Plastic waste (A) (".7) MT 3(.'1 MT
6. Please provide details of air emissions (other than GHG emissions) by the entity, in the following format: E-waste (B) - -
FY 2023-24 FY 2022-23 Bio-medical waste (C) &.1') MT &.(& MT
Parameter Please specify unit
Construction and demolition waste (D) - -
NOx Tonnes (3.73 )1.&3
Battery waste (E) - -
Sox Tonnes (&.%* 33.*7
Radioactive waste (F) - -
Particulate Matter (PM) Tonnes ).*" '.7
Other Hazardous waste. Please specify, if any. (G) &.%(% MT &.'* MT
Persistent organic pollutants (POP) Tonnes - -
Other Non-hazardous waste generated (H). Please specify, if any. - -
Volatile organic compounds (VOC) Tonnes - - (Break-up by composition i.e., by materials relevant to the sector)
Hazardous air pollutants (HAP) Tonnes - - Total (A+B + C + D + E + F + G + H) ('.)* MT 3).&7 MT
Others- please specify Tonnes - - Waste intensity per rupee of turnover (Total waste generated / Revenue from &.&&&&&&&&1* MT/INR &.&&&&&&&&(& MT/INR
operations)
Waste intensity per rupee of turnover adjusted for Purchasing Power Parity &.&&&&&&&37 MT/INR &.&&&&&&)7 MT/INR
agency? (Y/N) If yes, name of the external agency. No (PPP) (Total waste generated / Revenue from operations adjusted for PPP) of turnover adjusted of turnover adjusted
to PPP to PPP
7. Provide details of greenhouse gas emissions (Scope 1 and Scope 2 emissions) & its intensity, in the Waste intensity in terms of physical output &.&&) MT/Million &.&&%3 MT/Million
following format: Cigarettes Cigarettes
FY 2024 FY 2023
Waste intensity (optional) – the relevant metric may be selected by the entity
Parameter Unit
(Current Financial Year) (Previous Financial Year) For each category of waste generated, total waste recovered through recycling, re-using or other recovery operations (in
Total Scope 1 emissions (Break-up of the GHG into CO(, Metric tonnes of "'' tCO(e *)(.%1 tCO(e metric tonnes)
CH), N(O, HFCs, PFCs, SF*, NF3, if available) CO2 equivalent Category of waste
Total Scope ( emissions (Break-up of the GHG into CO(, Metric tonnes of 3&'7 tCO(e (,"1'.)% tCO(e (i) Recycled ('.(* MT 33."7 MT
CH), N(O, HFCs, PFCs, SF*, NF3, if available) CO2 equivalent
(ii) Re-used -
Total Scope 1 and Scope ( emissions intensity per rupee tCo(e/INR &.&&&&&&(( &.&&&&&&(&
of turnover (Total Scope 1 and Scope ( GHG emissions / (iii) Other recovery operations -
Revenue from operations) Total
Total Scope 1 and Scope ( emission intensity per rupee tCo(e/INR of &.&&&&&)'7 &.&&&&&)7) For each category of waste generated, total waste disposed by nature of disposal method (in metric tonnes)
of turnover adjusted for Purchasing Power Parity (PPP) turnover adjusted
Category of waste
(Total Scope 1 and Scope ( GHG emissions/ Revenue to PPP
from operations adjusted for PPP) (i) Incineration &.1') MT &.(& MT
Total Scope 1 and Scope ( emission intensity in terms of tCo(e/Million &.)" &.%) (ii) Landfilling -
physical output Cigarettes (iii) Other disposal operations -
Total Scope 1 and Scope ( emission intensity (optional) Total -
– the relevant metric may be selected by the entity
agency? (Y/N) If yes, name of the external agency. No.
The revenue from operations has been adjusted for PPP based on the latest PPP conversion factor published for the year 2022 by
The revenue from operations has been adjusted for PPP based on the latest PPP conversion factor published for the year 2022 by Organization for Economic Cooperation and Development (OECD) for India which is 22.88.
Organization for Economic Cooperation and Development (OECD) for India which is 22.88.
10. Briefly describe the waste management practices adopted in your establishments. Describe the strategy
8. Does the entity have any project related to reducing Green House Gas emission? If yes, then provide
adopted by your company to reduce usage of hazardous and toxic chemicals in your products and
details.
processes and the practices adopted to manage such wastes.
Yes, we have undertaken projects on GHG reduction. The projects are mentioned below:
Our environmental management strategies focus on preserving natural resources and implementing
1. Implementation of DRF/AHU Closed loop System. effective waste management practices. We consistently oversee the management of hazardous waste in
(. Installation of LED lights. our production facilities, ensuring adherence to regulatory standards by maintaining waste levels within the
3. Increased in solar power generation. approved limits.
1)& ANNUAL REPORT 2023-24 1)1

We invest dedicated efforts for segregating, monitoring and safely disposing of the waste generated at (iii) Water withdrawal, consumption and discharge in the following format:
our facilities, with the concept of 3 R (Reuse, Reduce and Recycle) embedded across the value chain. We
FY 2023-24 FY 2022-23
also duly categorize waste into hazardous and non-hazardous components, with hazardous wastes forming Parameter
1."% of the total waste generated. The non-hazardous waste includes plastic wastes and biomedical waste.
Water withdrawal by source (in kiloliters)
Hazardous waste is disposed through authorized third-party recyclers in alignment with relevant waste
(I) Surface water - -
management guidelines provided by regulatory bodies like the Central / State Pollution Control Board
(SPCB). Bio-medical waste is incinerated at a third-party incinerating facility. (ii) Groundwater - -
(iii) Third party water - -
11. If the entity has operations/offices in/around ecologically sensitive areas (such as national parks, wildlife (iv) Seawater / desalinated water - -
sanctuaries, biosphere reserves, wetlands, biodiversity hotspots, forests, coastal regulation zones etc.) (v) Others - -
where environmental approvals / clearances are required, please specify details in the following format: Total volume of water withdrawal - -
Whether the conditions of environmental approval / clearance (In kiloliters)
S.
Location of operations/offices Type of operations are being complied with? (Y/N)
No. Total volume of water consumption - -
If no, the reasons thereof and corrective action taken, if any.
(In kiloliters)
Not Applicable
Water intensity per rupee of turnover (Water consumed / turnover) - -
12. Details of environmental impact assessments of projects undertaken by the entity based on applicable Water intensity (optional) – the relevant metric may be selected by the entity - -
laws, in the current financial year: Water discharge by destination and level of treatment (in kiloliters) - -
Whether conducted by (i) Into Surface water - -
Name and brief Results communicated in
EIA Notification No. Date independent external agency Relevant Web Link
details of project public Domain (Yes / No) • No treatment - -
(Yes / No)
Not applicable. VST is not required to conduct EIA as we fall under orange category • With treatment – please specify level of treatment - -
(ii) Into Groundwater
13. Is the entity compliant with the applicable environmental law/ regulations/ guidelines in India, such • No treatment - -
as the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, • With treatment – please specify level of treatment - -
Environment protection act and rules thereunder (Y/N). If not, provide details of all such non-compliances,
(iii) Into Seawater
in the following format:
We ensure compliance with relevant environmental laws, regulations, and guidelines in India, including
the Water (Prevention and Control of Pollution) Act, Air (Prevention and Control of Pollution) Act, and other
(iv) Sent to third parties
legislations in the Environment Protection Act and its rules. By aligning with the protocols of the state
pollution control board and enhancing our production through technological advancements, we aim to • No treatment - -
minimize pollution. We have secured the necessary Consent to Establish and Consent to Operate under the • With treatment – please specify level of treatment - -
Water Act, Air Act, EPA, and other relevant regulations, with the Consent to Operate being renewed regularly. (v) Others
Any fines / penalties / action taken by
S. Specify the law / regulation / guidelines Provide details of the
regulatory agencies such as pollution
Corrective action taken, • With treatment – please specify level of treatment - -
No. which was not complied with non-compliance if any
control boards or by courts Total water discharged (in kilolitres) - -
Not Applicable
Leadership Indicators agency? (Y/N) If yes, name of the external agency. No.
1. Water withdrawal, consumption and discharge in areas of water stress (in kiloliters): 2. Please provide details of total Scope 3 emissions & its intensity, in the following format:
For each facility / plant located in areas of water stress, provide the following information: FY 2023-24 FY 2022-23
Parameter Unit
(i) Name of the area: Total Scope 3 emissions (Break-up of the GHG into Metric tonnes of CO( 3,3'3 -
CO(, CH), N(O, HFCs, PFCs, SF*, NF3, if available) equivalent
(ii) Nature of operations
Total Scope 3 emissions per rupee of turnover Metric tonnes of CO( &.1"% -
equivalent/INR lakh
Total Scope 3 emission intensity (optional) – the Metric tonnes of CO( &.)&*
relevant metric may be selected by the entity /million cigarettes
agency? (Y/N) If yes, name of the external agency.
*Category ' – Downstream Emissions – The Company has only considered downstream emissions from
transportation within India. Emissions from export of goods has not been considered for FY(3-().
1)( ANNUAL REPORT 2023-24 1)3

3. With respect to the ecologically sensitive areas reported at Question 11 of Essential Indicators above, I. Waste Management: Tobacco cultivation necessitates substantial use of agrochemicals; the containers
provide details of significant direct & indirect impact of the entity on biodiversity in such areas along- of these agrochemicals pose environmental risks. Our contracts include directives for the proper
with prevention and remediation activities. disposal of these containers. Farmers must thrice-rinse emptied containers, draining the rinse into
Not Applicable the spray tank, then puncture the container to deter reuse. Finally, the container should be disposed
of or recycled following the manufacturer's guidelines and/or national laws. Approximately, )"% of
4. If the entity has undertaken any specific initiatives or used innovative technology or solutions to improve our contracted farmers have received training on use of agrochemicals and their safe disposal. Going
resource efficiency, or reduce impact due to emissions / effluent discharge / waste generated, please forward, we are planning to encourage the use of bio-fertilizers and the distribution of CPA storage
provide details of the same as well as outcome of such initiatives, as per the following format: boxes and CPA waste collection boxes to the contracted farmers.
S.
Initiative undertaken
Details of the initiative (Web-link, if any, may be
Outcome of initiative (Savings in J Million)
II. Water Management: A segment of our farmers relies on irrigation for tobacco cultivation. To address
No provided along-with summary)
this concern, we are enhancing access to micro-sprinklers and drip irrigation systems to reduce water
1. Boiler Fuel conversion Identified sustainability project for conversion of Significant reduction of the proportion use and augment soil water retention via green manuring. During FY(&(3-(), 3".*% of our nurseries
from HSD to PNG fuel HSD from PNG for our boiler operations in of HSD consumption to the total direct
Toopran unit. energy consumption from )"% to "%, have been equipped with micro-sprinklers for irrigation.
thereby resulting in reduction of "% tCO(e.
III. Climate Change: The prevalent method for curing tobacco leaves globally is flue curing, leading to
(. Renewable energy Installation of 1MW solar power plant. (%% of our power consumption is met significant deforestation for firewood. In our supply chain, most farmers adopt sun curing, reducing the
from Solar power project.
risk to biodiversity. During FY(&(3-() the proportion of tobacco leaf purchased that was cured at no
3. Optimizing water usage Installed low flow water fixtures at high water use Improved resource efficiency risk of deforestation of primary and protected forests stood at 1&&%. For the minority employing flue
areas.
curing, we are reducing the environmental impact by encouraging the use of agricultural by-products
Installed Sensor based water taps to reduce the
water consumption. like tobacco stalks, maize husk, sawdust, sunflower heads, groundnut shells, and cotton stalks as
Effective monitoring of water consumption
firewood alternatives. Going forward we also plan to encourage our farmers to use biofertilizers.
Periodical maintenance of water infrastructure
7. Percentage of value chain partners (by value of business done with such partners) that were assessed for
). Technology Upgradation Implementation of DRF/AHU Closed loop System. Total saving of (,%7,1"7 Units
environmental impacts.
Installation of LED lights.
Increase in solar power generation of (%.
1)% of our value chain partners, including material suppliers and contract farmers, undergo continuous
assessment based on environmental criteria.
%. Optimizing tobacco Experimented with Blend & Process parameters *% improvement in cut tobacco blend fill
utilization power
PRINCIPLE 7: Businesses, when engaging in influencing public and regulatory policy, should do so in a
5. Does the entity have a business continuity and disaster management plan? Give details in 100 words/ manner that is responsible and transparent
web link.
We are dedicated to developing and sustaining a comprehensive Business Continuity Management System Essential Indicators
(BCMS) aimed at ensuring the resilience of our business activities. In pursuit of this goal, we have crafted a
holistic BCMS that identifies potential threats to our operations and crafts effective strategies to mitigate 1. a. Number of affiliations with trade and industry chambers/associations. - 4
their effects. This system is seamlessly integrated with our operational and technological processes
b. List the top 10 trade and industry chambers/associations (determined based on the total members
throughout the organization, facilitating the swift restoration of business functions post-disruption to
of such body) the entity is a member of/affiliated to.
minimize adverse impacts on our operations, customers, and stakeholders, while also protecting the brand
and reputation. S. Reach of trade and industry chambers/ associations
Name of the trade and industry chambers/ associations
No. (State/National)
The goal is to create, implement, practice, and uphold Business Continuity Plans for essential business
functions, ensuring they remain operational despite acceptable levels of disruption. Efforts are underway to 1. All India Management Association National
enhance business continuity awareness among all employees and relevant parties via training sessions and (. Telangana and Andhra Pradesh Chambers of Commerce and Industry State
consultations. We are committed to routinely assess the effectiveness of the BCMS to foster continuous
enhancement and instill a culture of business continuity within the Company. 3. Confederation of Indian Industry National
). Tobacco Institute of India National

6. Disclose any significant adverse impact to the environment, arising from the value chain of the entity.
What mitigation or adaptation measures have been taken by the entity in this regard.
2. Provide details of corrective action taken or underway on any issues related to anticompetitive conduct
To promote responsible tobacco sourcing, we mandate adherence to our stringent audit processes defined by the entity, based on adverse orders from regulatory authorities.
in the Sustainable Tobacco Programme across the supply chain. Our agreements with farmers are structured
to meet these standards, with compliance monitored by field technicians utilizing the GMS application to We have not engaged in any anti-competitive conduct.
oversee farmers' adherence to both their contractual responsibilities and audit criteria.
Name of authority Brief of the case Corrective action taken
Detailed below are the principal environmental risks tied to our tobacco value chain, alongside our
Not Applicable
approaches to mitigating these risks:
1)) ANNUAL REPORT 2023-24 1)%

Leadership Indicators 5. Job creation in smaller towns – Disclose wages paid to persons employed (including employees or workers
employed on a permanent or non-permanent/ on contract basis) in the following locations, as % of total
1. Details of public policy positions advocated by the entity: wage cost
Frequency of Review by FY 2023-24 FY 2022-23
Whether information Location
S. Method resorted for such Board (Annually / Half Web Link, (Current Financial Year) (Previous Financial Year)
Public policy advocated available in public domain?
No. advocacy yearly/ Quarterly / Others – if available
(Yes/No) Rural ((% (&%
please specify)
Semi-urban 1)% %%
1. We pursue a Policy of We work with industry Information under this - www.
interaction with the level associations which head forms part of the vsthyd. Urban (7% )&%
relevant regulatory are governed by values of Report of the Board Of com Metropolitan 37% 3*%
authorities on issues trust and commitment in Directors & Management
pertaining to our Industry the interest of all relevant Discussion Analysis (Place to be categorized as per RBI Classification System – rural/ semi-urban/ urban/ metropolitan)
stakeholders for the year ending 31st
March (&().
PRINCIPLE 8: Businesses should promote inclusive growth and equitable development 1. Provide details of actions taken to mitigate any negative social impacts identified in the Social Impact
Assessments (Reference: Question 1 of Essential Indicators above):
Details of negative social impact identified Corrective action taken
Not Applicable
1. Details of Social Impact Assessments (SIA) of projects undertaken by the entity based on applicable
laws, in the current financial year.
2. Provide the following information on CSR projects undertaken by your entity in designated aspirational
There has been no Social Impact Assessments (SIA) of projects undertaken in compliance with laws such
districts as identified by government bodies:
as the Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement
Act, (&13. S.
State Aspirational District Amount spent (In INR)
No.
Whether conducted by Results communicated Not Applicable
Name and brief SIA Notification
Date of notification independent external agency in public domain Relevant Web link
details of project No.
(Yes / No) (Yes / No) 3. (a) Do you have a preferential procurement policy where you give preference to purchase from suppliers
Not Applicable comprising marginalized/vulnerable groups? No
2. Provide information on project(s) for which ongoing Rehabilitation and Resettlement (R&R) is being (b) From which marginalized / vulnerable groups do you procure? None
undertaken by your entity. (c) What percentage of total procurement (by value) does it constitute? &%
S. Name of Project for No. of Project Affected % of PAFs covered Amounts paid to PAFs in
State District
No. which R&R is ongoing Families (PAFs) by R&R the FY (In INR)
4. Details of the benefits derived and shared from the intellectual properties owned or acquired by your
Not Applicable
entity (in the current financial year), based on traditional knowledge.
We have not engaged with any entity during the reporting period for deriving or sharing any benefits from
3. Describe the mechanisms to receive and redress grievances of the community.
the intellectual properties owned and acquired by us.
We regularly engage in dialogue with the community and design interventions to address their concerns.
We also carry out annual need assessment studies to identify societal needs of target groups. We prioritize S. Intellectual Property based on
Owned/ Acquired (Yes/No) Benefit shared (Yes / No)
Basis of calculating benefit
No. traditional knowledge share
the requirements and allocates funds for the various social interventions in alignment with our CSR policy.
Not Applicable
4. Percentage of input material (inputs to total inputs by value) sourced from suppliers.
FY 2023-24 FY 2022-23 5. Details of corrective actions taken or underway, based on any adverse order in intellectual property
Directly sourced from MSMEs 1.7% 1.)'% related disputes wherein usage of traditional knowledge is involved.
Directly from within India '7% '*%
Name of authority Brief of the Case Brief of the Case
Not Applicable
1)* ANNUAL REPORT 2023-24 1)7

6. Details of beneficiaries of CSR Projects 5. Does the entity have a framework/policy on cyber security and risks related to data privacy? (Yes/No) If
available, provide a web-link of the policy.
S. No. of persons benefited from % of beneficiaries from vulnerable
CSR Project
No. CSR projects and marginalised groups We possess a comprehensive framework and policy addressing cybersecurity and data privacy risks. We
1 Naari Shakti 1&,'&& 1&&% firmly understand the loss or misuse of sensitive information, or its disclosure to outsiders, including
( Swachh Ghar Mission (,"7% 1&&% competitors and trading partners, could potentially have a significant adverse impact on our business
3 VST Cares 1,7&,&&& 1&&% operations and potentially cause legal challenges in both monetary and non-monetary terms. Considering
) Swachh Roshni "&& 1&&% these potential impacts on us, we have put in place information technology policies and procedures which
% Mid-day Meal %,&&& 1&&% are reviewed periodically. We also have established information technology controls like data backup
* Gyandeep ",&&& 1&&% mechanism, disaster recovery centre, authorisation verification, etc. to protect the system
6. Provide details of any corrective actions taken or underway on issues relating to advertising, and delivery
PRINCIPLE 9: Businesses should engage with and provide value to their consumers in a responsible manner
of essential services; cyber security and data privacy of customers; re-occurrence of instances of product
Essential Indicators recalls; penalty / action taken by regulatory authorities on safety of products / services.
No cases were raised during the reporting year and hence no corrective actions were taken.
1. Describe the mechanisms in place to receive and respond to consumer complaints and feedback.
We have implemented a robust consumer grievance handling system. Consumers can register their 7. Provide the following information relating to data breaches:
complaints through a toll-free number, which is prominently displayed on the product label and on our
a. Number of instances of data breaches along-with impact - None
website. Once a complaint is registered, a grievance redressal executive reviews it to understand its nature,
after which it is forwarded to the relevant department for prompt resolution. b. Percentage of data breaches involving personally identifiable information of customers - &%
c. Impact, if any, of the data breaches - None

2. Turnover of products and/services as a percentage of turnover from all products/service that carry
information about:
As a percentage to total turnover
1. Channels / platforms where information on products and services of the entity can be accessed (provide
Environmental and social parameters relevant to the product 1&&% web link, if available).
Safe and responsible usage 1&&% We ensure that our product packaging and labelling are in accordance with the Cigarettes and other
Recycling and/or safe disposal 1&&% Tobacco Products (prohibition of advertisement and regulation of trade and commerce, production, supply
and distribution) Act, (&&3 (COTPA). The labelling on the products carries information on the product’s
characteristics including health impacts, traceability of product batch.
3. Number of consumer complaints in respect of the following:
FY 2023-24 FY 2022-23 2. Steps taken to inform and educate consumers about safe and responsible usage of products and/or
services.
Pending Pending
Received Received during
during the year
resolution at Remarks
the year
resolution at Remarks Our product labelling carries information on the product's characteristics, including health impacts, in strict
end of year end of year
adherence to COTPA regulations.
Data privacy - - None - - None
Advertising - - None - - None 3. Mechanisms in place to inform consumers of any risk of disruption/discontinuation of essential services.
Cyber-security - - None - - None
As tobacco and cigarette products are not essential to consumers, hence there is no mandate to communicate
Delivery of essential services - - None - - None
any risk due to disruption/discontinuation of essential services to our consumers.
Restrictive Trade practices - - None - - None
Unfair Trade Practices - - None - - None
4. Does the entity display product information on the product over and above what is mandated as per
Others - - None None
local laws? (Yes/No/Not Applicable) If yes, provide details in brief. Did your entity carry out any survey
regarding consumer satisfaction relating to the major products / services of the entity, significant
4. Details of instances of product recalls on account of safety issues:
locations of operation of the entity or the entity as a whole? (Yes/No)
Number Reasons for recall We do not display product information over and above applicable acts and regulations. However, we ensure
Voluntary recalls - Not applicable product packaging and labelling are in accordance with the COTPA rules (Cigarettes and other Tobacco
Products Act).
Forced recalls - Not applicable
1)" ANNUAL REPORT 2023-24 1)'

INDEPENDENT AUDITOR’S REPORT

To the Members of VST Industries Limited Basis for Opinion Other Information and presentation of the financial statements that
give a true and fair view and are free from material
We conducted our audit in accordance with the The Company’s Management and Board of Directors
Report on the Audit of the Financial Statements misstatement, whether due to fraud or error.
Standards on Auditing (SAs) specified under Section are responsible for the other information. The other
Opinion 1)3(1&) of the Act. Our responsibilities under those SAs information comprises the information included in In preparing the financial statements, the Management
are further described in the Auditor’s Responsibilities the Company’s Management Discussion and Analysis, and Board of Directors/Board of Trustees are
We have audited the financial statements of VST
for the Audit of the Financial Statements section of Board’s Report including Annexures to Board’s Report, responsible for assessing the ability of the Company/
Industries Limited (the “Company”), which comprise
our report. We are independent of the Company in Business Responsibility and Sustainability Report and Trust to continue as a going concern, disclosing, as
the balance sheet as at 31st March, (&(), and
accordance with the Code of Ethics issued by the Corporate Governance Report, but does not include applicable, matters related to going concern and using
the statement of profit and loss (including other
Institute of Chartered Accountants of India together the financial statements and auditor’s report thereon. the going concern basis of accounting unless the
comprehensive income), statement of changes in
with the ethical requirements that are relevant to our Board of Directors/ Board of Trustees either intends to
equity and statement of cash flows for the year then Our opinion on the financial statements does not cover
audit of the financial statements under the provisions liquidate the Company/ Trust or to cease operations,
ended, and notes to the financial statements, including the other information and we do not express any form
of the Act and the Rules thereunder, and we have or has no realistic alternative but to do so.
material accounting policies and other explanatory of assurance conclusion thereon.
fulfilled our other ethical responsibilities in accordance
information in which are included the financial The Board of Directors/ Board of Trustees are also
with these requirements and the Code of Ethics. We In connection with our audit of the financial statements,
information from VST ESOP Trust (“Trust”). responsible for overseeing the financial reporting
believe that the audit evidence obtained by us is our responsibility is to read the other information and,
process of Company/ Trust.
In our opinion and to the best of our information and sufficient and appropriate to provide a basis for our in doing so, consider whether the other information is
according to the explanations given to us, the aforesaid opinion on the financial statements. materially inconsistent with the financial statements
Auditor’s Responsibilities for the Audit of the
financial statements give the information required or our knowledge obtained in the audit or otherwise
Financial Statements
by the Companies Act, (&13 (“Act”) in the manner so Key Audit Matter appears to be materially misstated. If, based on the
required and give a true and fair view in conformity work we have performed, we conclude that there is a Our objectives are to obtain reasonable assurance
Key audit matters are those matters that, in our
with the accounting principles generally accepted in material misstatement of this other information, we about whether the financial statements as a whole
professional judgement, were of most significance
India, of the state of affairs of the Company as at 31st are required to report that fact. We have nothing to are free from material misstatement, whether due to
in our audit of the financial statements of the current
March, (&(), and its profit and other comprehensive report in this regard. fraud or error, and to issue an auditor’s report that
period. These matters were addressed in the context
income, changes in equity and its cash flows for the includes our opinion. Reasonable assurance is a high
of our audit of the financial statements as a whole, and
year ended on that date. Management’s and Board of Directors’/Board level of assurance, but is not a guarantee that an audit
in forming our opinion thereon, and we do not provide
of Trustees’ Responsibilities for the Financial conducted in accordance with SAs will always detect a
a separate opinion on these matters.
Statements material misstatement when it exists. Misstatements
can arise from fraud or error and are considered
Revenue Recognition The Company’s Management and Board of Directors
material if, individually or in the aggregate, they could
Refer Note 1 and 1" - Material Accounting Policies and Notes to the financial statements. are responsible for the matters stated in Section 13)(%)
reasonably be expected to influence the economic
of the Act with respect to the preparation of these
The key audit matter How the matter was addressed in our audit decisions of users taken on the basis of these
financial statements that give a true and fair view of the
Revenue from sale of goods is recognised when control over goods In view of the significance of the matter we applied the following financial statements.
state of affairs, profit/loss and other comprehensive
is transferred to a customer as per the terms of the contract. This audit procedures in this area, among others to obtain sufficient
is usually evidenced by a transfer of all of the significant risks and appropriate audit evidence: income, changes in equity and cash flows of the As part of an audit in accordance with SAs, we exercise
rewards of ownership upon delivery of goods to the customer, Evaluated the appropriateness of the Company’s. Revenue
Company in accordance with the accounting principles professional judgement and maintain professional
which in terms of timing is not materially different to the date of generally accepted in India, including the Indian Skepticism throughout the audit. We also:
recognition accounting policies and compliance with the
shipping. applicable accounting standards. Accounting Standards (Ind AS) specified under Section
Revenue is measured at contracted (transaction) price after • Identify and assess the risks of material misstatement of
Tested the design, implementation and operating effectiveness 133 of the Act. The respective Management and Board
deduction of any trade discount, trade incentive and other similar the financial statements, whether due to fraud or error,
of the Company’s key controls including IT controls over of Directors of the Company/Board of Trustees of the
discounts and any taxes or duties collected on behalf of the design and perform audit procedures responsive to those
measurement and recognition of revenue in accordance with Trust are responsible for maintenance of adequate
Government which are levied on sales such as Goods and Services customer contracts. risks, and obtain audit evidence that is sufficient and
Tax etc. accounting records in accordance with the provisions
Performed substantive testing (including period end cut-off appropriate to provide a basis for our opinion. The risk
of the Act for safeguarding of the assets of Company/
We considered revenue recognition as a key audit matter because: testing) on selected samples of revenue transactions using of not detecting a material misstatement resulting from
monetary unit sampling method, recorded during the year by Trust and for preventing and detecting frauds and
fraud is higher than for one resulting from error, as fraud
Revenue is a key performance indicator of the Company. testing the underlying documents, which includes sales contract other irregularities; selection and application of
Accordingly, there could be pressure to meet the expectation of and shipping documents/customer acceptance to test evidence may involve collusion, forgery, intentional omissions,
appropriate accounting policies; making judgements
investors/other stakeholders. We have considered that there is a for transfer of control. misrepresentations, or the override of internal control.
risk of fraud related to revenue being overstated by recognition in and estimates that are reasonable and prudent; and
Other audit procedures specifically designed to address risk of design, implementation and maintenance of adequate • Obtain an understanding of internal control relevant to
the wrong period or before control has passed.
management override of controls including journal entry testing.
internal financial controls, that were operating the audit in order to design audit procedures that are
Assessed the adequacy of the Company’s disclosures in the effectively for ensuring the accuracy and completeness appropriate in the circumstances. Under Section 1)3(3)+(i)
financial statements.
of the accounting records, relevant to the preparation of the Act, we are also responsible for expressing our
1%& ANNUAL REPORT 2023-24 1%1

opinion on whether the Company has adequate internal extremely rare circumstances, we determine that a above on reporting under Section 1)3(3) belief, no funds have been received
financial controls with reference to financial statements matter should not be communicated in our report (b) and paragraph (B(f) below on reporting by the Company from any person(s)
in place and the operating effectiveness of such controls. because the adverse consequences of doing so would under Rule 11(g) of the Companies (Audit and or entity(ies), including foreign
reasonably be expected to outweigh the public interest Auditors) Rules, (&1). entities (“Funding Parties”), with the
• Evaluate the appropriateness of accounting policies
benefits of such communication. understanding, whether recorded in
used and the reasonableness of accounting estimates g) With respect to the adequacy of the internal
writing or otherwise, that the Company
and related disclosures made by the Management and financial controls with reference to financial
Report on Other Legal and Regulatory shall directly or indirectly, lend or invest
Board of Directors. statements of the Company and the operating
in other persons or entities identified
Requirements effectiveness of such controls, refer to our
• Conclude on the appropriateness of the Management in any manner whatsoever by or on
1. As required by the Companies (Auditor’s Report) separate Report in “Annexure B”.
and Board of Directors use of the going concern basis behalf of the Funding Parties (“Ultimate
Order, (&(& (“the Order”) issued by the Central
of accounting in preparation of financial statements B. With respect to the other matters to be included in Beneficiaries”) or provide any guarantee,
Government of India in terms of Section 1)3(11) of
and, based on the audit evidence obtained, whether the Auditor’s Report in accordance with Rule 11 of security or the like on behalf of the
the Act, we give in the “Annexure A” a statement
a material uncertainty exists related to events or the Companies (Audit and Auditors) Rules, (&1), Ultimate Beneficiaries.
on the matters specified in paragraphs 3 and ) of
conditions that may cast significant doubt on the in our opinion and to the best of our information
the Order, to the extent applicable. (iii) Based on the audit procedures
Company’s ability to continue as a going concern. If and according to the explanations given to us:
performed that have been considered
we conclude that a material uncertainty exists, we are ( A. As required by Section 1)3(3) of the Act, we
a) The Company has disclosed the impact reasonable and appropriate in the
required to draw attention in our auditor’s report to the report that:
of pending litigations as at 31st March, circumstances, nothing has come to our
related disclosures in the financial statements or, if such
a) We have sought and obtained all the (&() on its financial position in its financial notice that has caused us to believe that
disclosures are inadequate, to modify our opinion. Our
information and explanations which to statements - Refer Note *, 17 and (% to the the representations under sub-clause
conclusions are based on the audit evidence obtained
the best of our knowledge and belief were financial statements. (i) and (ii) of Rule 11(e), as provided
up to the date of our auditor’s report. However, future
necessary for the purposes of our audit. under (i) and (ii) above, contain any
events or conditions may cause the Company to cease b) The Company did not have any long-term
material misstatement.
to continue as a going concern. b) In our opinion, proper books of account contracts including derivative contracts
as required by law have been kept by the for which there were any material e) The final dividend paid by the Company during
• Evaluate the overall presentation, structure and
Company so far as it appears from our foreseeable losses. the year, in respect of the same declared
content of the financial statements, including the
examination of those books except for for the previous year, is in accordance with
disclosures, and whether the financial statements c) There has been no delay in transferring
the matters stated in the paragraph (B(f) Section 1(3 of the Act to the extent it applies
represent the underlying transactions and events in a amounts, required to be transferred, to the
below on reporting under Rule 11(g) of the to payment of dividend.
manner that achieves fair presentation. Investor Education and Protection Fund by
Companies (Audit and Auditors) Rules, (&1).
the Company. As stated in Schedule B of Statement of
We communicate with those charged with governance
c) The balance sheet, the statement of profit Changes in Equity to the financial statements,
regarding, among other matters, the planned scope d) (i) The management has represented that,
and loss (including other comprehensive the Board of Directors of the Company has
and timing of the audit and significant audit findings, to the best of its knowledge and belief,
income), the statement of changes in equity proposed final dividend for the year which
including any significant deficiencies in internal control no funds have been advanced or loaned
and the statement of cash flows dealt with by is subject to the approval of the members
that we identify during our audit. or invested (either from borrowed funds
this Report are in agreement with the books at the ensuing Annual General Meeting.
or share premium or any other sources or
We also provide those charged with governance with of account. The dividend declared is in accordance with
kind of funds) by the Company to or in any
a statement that we have complied with relevant Section 1(3 of the Act to the extent it applies
d) In our opinion, the aforesaid financial other person(s) or entity(ies), including
ethical requirements regarding independence, and to declaration of dividend.
statements comply with the Ind AS specified foreign entities (“Intermediaries”), with
to communicate with them all relationships and
under Section 133 of the Act. the understanding, whether recorded f) Based on our examination which included test
other matters that may reasonably be thought to
in writing or otherwise, that the checks, except for the instances mentioned
bear on our independence, and where applicable, e) On the basis of the written representations
Intermediary shall directly or indirectly below, the Company has used accounting
related safeguards. received from the directors on various dates
lend or invest in other persons or entities softwares for maintaining its books of account
taken on record by the Board of Directors,
From the matters communicated with those charged identified in any manner whatsoever by which have a feature of recording audit trail
none of the directors is disqualified as on
with governance, we determine those matters that or on behalf of the Company (“Ultimate (edit log) facility and the same has operated
31st March, (&() from being appointed as a
were of most significance in the audit of the financial Beneficiaries”) or provide any guarantee, throughout the year for all relevant transactions
director in terms of Section 1*)(() of the Act.
statements of the current period and are therefore security or the like on behalf of the recorded in the respective softwares:
the key audit matters. We describe these matters in f) The modification relating to the maintenance Ultimate Beneficiaries.
• The Company has used accounting software
our auditor’s report unless law or regulation precludes of accounts and other matters connected
(ii) The management has represented for maintaining the books of account
public disclosure about the matter or when, in therewith are as stated in the paragraph (A(b)
that, to the best of its knowledge and relating to purchase of tobacco leaf from
1%( ANNUAL REPORT 2023-24 1%3

farmer, which is operated by a third party Section 1'7 of the Act. The remuneration paid/payable Annexure A to the Independent Auditor’s Report on the Financial Statements of
software service provider. In the absence to any director by the Company is not in excess of
of Independent Auditor’s report in relation the limit laid down under Section 1'7 of the Act. The
VST Industries Limited for the year ended 31st March, 2024
to the controls at service organisation, we Ministry of Corporate Affairs has not prescribed other (Referred to in paragraph 1 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of
are unable to comment whether audit trail details under Section 1'7(1*) of the Act which are even date)
feature of the said software was enabled and required to be commented upon by us. (i) (a) (A) The Company has maintained proper Company, the Company has not revalued its
operated throughout the year for all relevant records showing full particulars, including Property, Plant and Equipment or intangible
For B S R & Associates LLP
transactions recorded in the software. quantitative details and situation of assets or both during the year.
Chartered Accountants
Further, where audit trail (edit log) feature was Firm’s Registration No.: 11*(31W/W-1&&&() Property, Plant and Equipment.
(e) According to the information and
enabled and operated throughout the year, we did (B) The Company has maintained proper explanations given to us and on the basis
Arpan Jain
not come across any instance of audit trail feature records showing full particulars of of our examination of the records of the
Partner
being tampered with. intangible assets. Company, there are no proceedings initiated
Place: Hyderabad Membership No.: 1(%71& or pending against the Company for holding
C. With respect to the matter to be included in the (b) According to the information and explanations
Date: (*th April, (&() ICAI UDIN: ()1(%71&BKFZNL1*%* any benami property under the Prohibition of
Auditor’s Report under Section 1'7(1*) of the Act: given to us and on the basis of our
Benami Property Transactions Act, 1'"" and
In our opinion and according to the information and examination of the records of the Company,
rules made thereunder.
explanations given to us the remuneration paid/ the Company has a regular programme of
payable by the Company to its directors during the physical verification of its Property, Plant and (ii) (a) The inventory has been physically verified
current year is in accordance with the provisions of Equipment by which all property, plant and by the management during the year. In our
equipment are verified in a phased manner opinion, the frequency of such verification is
over a period of three years. In accordance reasonable and procedures and coverage as
with this programme, certain property, plant followed by management were appropriate.
and equipment were verified during the year. No discrepancies were noticed on verification
In our opinion, this periodicity of physical between the physical stocks and the book
verification is reasonable having regard to records that were more than 1&% in the
the size of the Company and the nature of aggregate of each class of inventory.
its assets. According to the information and
(b) According to the information and explanations
explanations given to us no discrepancies
given to us and on the basis of our
were noticed on such verification.
examination of the records of the Company,
(c) According to the information and explanations the Company has not been sanctioned any
given to us and on the basis of our examination working capital limits in excess of five crore
of the records of the Company, the title rupees in aggregate from banks and financial
deeds of immovable properties (other than institutions on the basis of security of current
immovable properties where the Company assets at any point of time of the year.
is the lessee and the leases agreements are Accordingly, clause 3(ii)(b) of the Order is not
duly executed in favour of the lessee) (refer applicable to the Company.
note (A) disclosed in the financial statements
(iii) According to the information and explanations
are held in the name of the Company.
given to us and on the basis of our examination
(d) According to the information and of the records of the Company, the Company
explanations given to us and on the basis has not provided any guarantee or security or
of our examination of the records of the granted any loans or advances in the nature
1%) ANNUAL REPORT 2023-24 1%%

of loans, secured or unsecured to companies, (e) According to the information and explanations According to the information and explanations According to the information and explanations
firms, limited liability partnership or any given to us and on the basis of our examination given to us and on the basis of our given to us and on the basis of our
other parties during the year. The Company of the records of the Company, there is no examination of the records of the Company, examination of the records of the Company,
has made investments in other parties, in loan or advance in the nature of loan granted in our opinion amounts deducted/accrued in no undisputed amounts payable in respect
respect of which the requisite information is falling due during the year, which has been the books of account in respect of undisputed of Goods and Services Tax, Provident Fund,
as below. The Company has not made any renewed or extended or fresh loans granted statutory dues including Goods and Services Employees State Insurance, Income-Tax,
investments in companies, firms or limited to settle the overdues of existing loans given Tax (GST), Provident Fund, Employees State Duty of Customs or Cess or other statutory
liability partnership. to same parties. Insurance, Income-Tax, Duty of Customs dues were in arrears as at 31st March, (&()
or Cess or other statutory dues have been for a period of more than six months from the
(a) Based on the audit procedures carried on by us (f) According to the information and explanations
regularly deposited by the Company with the date they became payable.
and as per the information and explanations given to us and on the basis of our examination
appropriate authorities.
given to us the Company has provided loans of the records of the Company, the Company
or provided advances in the nature of loans to has not granted any loans or advances in the (b) According to the information and explanations given to us and on the basis of our examination of the
any other parties as below: nature of loans either repayable on demand records of the Company, statutory dues relating to Goods and Services Tax, Service Tax, Entry Tax or
or without specifying any terms or period other statutory dues which have not been deposited on account of any dispute are as follows:
Balance
Aggregate amount outstanding as of repayment.
Nature of the Amount Period to which the Forum where dispute
Particulars during the year at balance sheet Name of the statute
dues (` in Lakhs) amount relates is pending
(` in Lakhs) date (iv) According to the information and
(` in Lakhs) The Goods and Services Tax Act, 2017 Goods and 101.76 (5.09)* Financial Year 2019-20 High Court of Allahabad
explanations given to us and on the basis Services Tax
Loan to Employees Nil %.&7 of our examination of the records of the UP Tax on entry of Goods into Local Areas Entry Tax 848.24 January 2007 to Supreme Court of India
Company, the Company has not given any Act, 2007 (275.00)* March 2011
(b) According to the information and
loans, or provided any guarantee or security The Jharkhand Entry Tax on Consumption or Entry Tax 87.15 August 2006 to High Court of Jharkhand
explanations given to us and based on the Use of Goods Act, 2011 March 2007
audit procedures conducted by us, in our as specified under Section 1"% and 1"* of the
The Assam Entry Tax Act, 2008 Entry Tax 151.08 October 2006 to The Gauhati High Court
opinion the investments made during the Companies Act, (&13 (“the Act”). In respect March 2007
year are, prima facie, not prejudicial to the of the investments made by the Company, in
*Represents amount paid under protest/pre-deposit. Above amount are disclosed as per assessment/demand order and includes
interest of the Company. our opinion the provisions of Section 1"* of interest/penalty wherever specified in the order.
the Act have been complied with.
(c) According to the information and explanations (viii) According to the information and explanations of the records of the Company, the Company
given to us and on the basis of our examination (v) The Company has not accepted any deposits given to us and on the basis of our examination has not been declared a wilful defaulter by any
of the records of the Company, in the case of or amounts which are deemed to be deposits of the records of the Company, the Company bank or financial institution or government or
loans given, in our opinion the repayment of from the public. Accordingly, clause 3(v) of has not surrendered or disclosed any government authority.
principal and payment of interest has been the Order is not applicable. transactions, previously unrecorded as
(c) According to the information and explanations
stipulated and the repayments or receipts (vi) According to the information and explanations income in the books of account, in the tax
given to us by the management, the Company
have been regular. Further, the Company has given to us, the Central Government has not assessments under the Income Tax Act, 1'*1
has not obtained any term loans during the
not given any advance in the nature of loan to prescribed the maintenance of cost records as income during the year.
year. Accordingly, clause 3(ix)(c) of the Order
any party during the year. under Section 1)"(1) of the Act for the (ix) (a) According to the information and explanations is not applicable.
(d) According to the information and explanations products manufactured by it. Accordingly, given to us and on the basis of our examination
clause 3(vi) of the Order is not applicable. (d) The Company has not raised any funds on
given to us and on the basis of our examination of the records of the Company, the Company
short-term basis and hence, reporting under
of the records of the Company, there is no (vii) (a) The Company does not have liability in did not have any loans or borrowings from
clause 3(ix)(d) of the Order is not applicable.
overdue amount for more than ninety days in respect of Service tax, Sales tax and Value any lender during the year. Accordingly,
respect of loans given. Further, the Company added tax during the year since effective clause 3(ix)(a) of the Order is not applicable to (e) The Company does not hold any investment in
has not given any advances in the nature of 1st+July, (&17, these statutory dues has been the Company. any subsidiaries, associates or joint ventures
loans to any party during the year. subsumed into GST. (as defined under the Act) during the year
(b) According to the information and explanations
ended 31st March, (&(). Accordingly, clause
given to us and on the basis of our examination
3(ix)(e) is not applicable.
1%* ANNUAL REPORT 2023-24 1%7

(f) The Company has not raised any loans during party transactions have been disclosed in (xix) According to the information and explanations any assurance that all liabilities falling due
the year and hence reporting on clause 3(ix)(f) the financial statements as required by the given to us and on the basis of the financial within a period of one year from the balance
of the Order is not applicable. applicable accounting standards. ratios, ageing and expected dates of realisation sheet date, will get discharged by the Company
of financial assets and payment of financial as and when they fall due.
(x) (a) The Company has not raised any moneys by (xiv) (a) Based on information and explanations
liabilities, other information accompanying
way of initial public offer or further public offer provided to us and our audit procedures, in (xx) In our opinion and according to the information
the financial statements, our knowledge of
(including debt instruments). Accordingly, our opinion, the Company has an internal and explanations given to us, there is no
the Board of Directors and management plans
clause 3(x)(a) of the Order is not applicable. audit system commensurate with the size and unspent amount under sub-section (%) of
and based on our examination of the evidence
nature of its business. Section 13% of the Act pursuant to any project.
(b) According to the information and supporting the assumptions, nothing has come
Accordingly, clauses 3(xx)(a) and 3(xx)(b) of the
explanations + given to us and on the basis (b) We have considered the internal audit reports to our attention, which causes us to believe
Order are not applicable.
of our examination of the records of the of the Company issued till date for the period that any material uncertainty exists as on the
Company, the Company has not made any under audit. date of the audit report that the Company is not For B S R & Associates LLP
preferential allotment or private placement capable of meeting its liabilities existing at the
(xv) In our opinion and according to the information Chartered Accountants
of shares or fully or partly convertible date of balance sheet as and when they fall due
and explanations given to us, the Company has Firm’s Registration No.: 11*(31W/W-1&&&()
debentures during the year. Accordingly, within a period of one year from the balance
not entered into any non-cash transactions
clause 3(x)(b) of the Order is not applicable. sheet date. We, however, state that this is not Arpan Jain
with its directors or persons connected to its
an assurance as to the future viability of the Partner
(xi) (a) Based on examination of the books and directors and hence, provisions of Section 1'(
Company. We further state that our reporting
records of the Company and according to the of the Act are not applicable to the Company. Place: Hyderabad Membership No.: 1(%71&
is based on the facts up to the date of the audit
information and explanations given to us, no Date: (*th April, (&() ICAI UDIN: ()1(%71&BKFZNL1*%*
(xvi) (a) The Company is not required to be registered report and we neither give any guarantee nor
fraud by the Company or on the Company
under Section )%-IA of the Reserve Bank of
has been noticed or reported during the
India Act, 1'3). Accordingly, clause 3(xvi)(a) of Annexure B to the Independent Auditor’s Report on the Financial Statements of
course of the audit.
the Order is not applicable. VST Industries Limited for the year ended 31st March, 2024
(b) According to the information and
(b) The Company is not required to be registered Report on the internal financial controls with controls with reference to financial statements criteria
explanations given to us, no report under
under Section )%-IA of the Reserve Bank of reference to the aforesaid financial statements established by the Company considering the essential
sub-section (1() of Section 1)3 of the Act has
India Act, 1'3). Accordingly, clause 3(xvi)(b) of under Clause (i) of sub-section 3 of Section 143 of components of such internal controls stated in the
been filed by the auditors in Form ADT-) as
the Order is not applicable. the Act Guidance Note on Audit of Internal Financial Controls
prescribed under Rule 13 of the Companies
(Audit and Auditors) Rules, (&1) with the (c) The Company is not a Core Investment (Referred to in paragraph 2A(g) under ‘Report on Over Financial Reporting issued by the Institute of
Central Government. Company (CIC) as defined in the regulations Other Legal and Regulatory Requirements’ section of Chartered Accountants of India (the “Guidance Note”).
made by the Reserve Bank of India. Accordingly, our report of even date)
(c) We have taken into consideration the
clause 3(xvi)(c) of the Order is not applicable. Management’s and Board of Directors’
whistle-+blower complaints received by the
Company during the year while determining (d) The Company is not part of any group (as Opinion Responsibilities for Internal Financial Controls
the nature, timing and extent of our per the provisions of the Core Investment We have audited the internal financial controls with The Company’s Management and the Board of Directors
audit procedures. Companies (Reserve Bank) Directions, (&1* as reference to financial statements of VST Industries are responsible for establishing and maintaining
amended). Accordingly, the requirements of Limited (“the Company”) as of 31st March, (&() in internal financial controls based on the internal financial
(xii) According to the information and explanations conjunction with our audit of the financial statements controls with reference to financial statements criteria
clause 3(xvi)(d) are not applicable.
given to us, the Company is not a Nidhi of the Company for the year ended on that date. established by the Company considering the essential
Company. Accordingly, clause 3(xii) of the (xvii) The Company has not incurred cash losses in components of internal control stated in the Guidance
Order is not applicable. the current and in the immediately preceding In our opinion, the Company has, in all material
Note. These responsibilities include the design,
financial year. respects, adequate internal financial controls with
(xiii) In our opinion and according to the information implementation and maintenance of adequate internal
reference to financial statements and such internal
and explanations given to us, the transactions (xviii) There has been no resignation of the statutory financial controls that were operating effectively
financial controls were operating effectively as at
with related parties are in compliance with auditors during the year. Accordingly, clause for ensuring the orderly and efficient conduct of its
31st March, (&(), based on the internal financial
Section 177 and 1"" of the Act, where 3(xviii) of the Order is not applicable.
applicable, and the details of the related
1%" ANNUAL REPORT 2023-24 1%'

business, including adherence to the Company’s on the auditor’s judgement, including the assessment Inherent Limitations of Internal Financial Controls internal financial controls with reference to financial
policies, the safeguarding of its assets, the prevention of the risks of material misstatement of the financial statements to future periods are subject to the risk
with Reference to Financial Statements
and detection of frauds and errors, the accuracy and statements, whether due to fraud or error. that the internal financial controls with reference
completeness of the accounting records, and the Because of the inherent limitations of internal to financial statements may become inadequate
We believe that the audit evidence we have obtained
timely preparation of reliable financial information, as financial controls with reference to financial because of changes in conditions, or that the degree
is sufficient and appropriate to provide a basis for
required under the Act. statements, including the possibility of collusion or of compliance with the policies or procedures
our audit opinion on the Company’s internal financial
improper management override of controls, material may deteriorate.
controls with reference to financial statements.
Auditor’s Responsibility misstatements due to error or fraud may occur and not
Our responsibility is to express an opinion on the be detected. Also, projections of any evaluation of the
Meaning of Internal Financial Controls with
Company’s internal financial controls with reference to For B S R & Associates LLP
financial statements based on our audit. We conducted Reference to Financial Statements
our audit in accordance with the Guidance Note and A Company’s internal financial controls with reference Chartered Accountants
the Standards on Auditing, prescribed under Section to financial statements is a process designed to Firm’s Registration No.: 11*(31W/W-1&&&()
1)3(1&) of the Act, to the extent applicable to an audit provide reasonable assurance regarding the reliability
Arpan Jain
of internal financial controls with reference to financial of financial reporting and the preparation of financial
Partner
statements. Those Standards and the Guidance Note statements for external purposes in accordance
require that we comply with ethical requirements with generally accepted accounting principles. A Place: Hyderabad Membership No.: 1(%71&
and plan and perform the audit to obtain reasonable Company’s internal financial controls with reference Date: (*th April, (&() ICAI UDIN: ()1(%71&BKFZNL1*%*
assurance about whether adequate internal financial to financial statements include those policies and
controls with reference to financial statements were procedures that (1) pertain to the maintenance of
established and maintained and if such controls records that, in reasonable detail, accurately and fairly
operated effectively in all material respects. reflect the transactions and dispositions of the assets
of the Company; (() provide reasonable assurance
Our audit involves performing procedures to obtain that transactions are recorded as necessary to permit
audit evidence about the adequacy of the internal preparation of financial statements in accordance
financial controls with reference to financial statements with generally accepted accounting principles, and
and their operating effectiveness. Our audit of that receipts and expenditures of the Company are
internal financial controls with reference to financial being made only in accordance with authorisations of
statements included obtaining an understanding of management and directors of the Company; and (3)
internal financial controls with reference to financial provide reasonable assurance regarding prevention or
statements, assessing the risk that a material timely detection of unauthorised acquisition, use, or
weakness exists, and testing and evaluating the design disposition of the Company’s assets that could have a
and operating effectiveness of internal control based material effect on the financial statements.
on the assessed risk. The procedures selected depend
1*& ANNUAL REPORT 2023-24 1*1

BALANCE SHEET STATEMENT OF PROFIT AND LOSS

AS AT 31ST MARCH, (&() FOR THE YEAR ENDED 31ST MARCH, (&()
(J in Lakhs) (J in Lakhs)
Note As at 31st March, 2024 As at 31st March, 2023 For the year ended For the year ended
Note
I ASSETS 31st March, 2024 31st March, 2023
1 Non-Current Assets I Revenue from operations 18 1"37%&.&( 1*7(%&."7
(a) Property, Plant and Equipment 2A (*"1'."& %'&13.17
(b) Capital Work-in-Progress 2B )*'%.'( (%.17 II Other Income 19 7'%'.'* 7*3'."%
(c) Intangible Assets 2C ".&7 11.&( III Total Income (I + II) 191709.98 174890.72
(d) Financial Assets
(e) (i) Investments 3 (&&11.)7 (&17(.&% IV Expenses
(ii) Loans 4 3.)% (&&1).'( 3.71 (&17%.7* Cost of Materials Consumed 20 7")1%.*) *1((1.)1
(f) Deferred Tax Assets (Net) 6 1%&).&1 17"3.7%
(g) Other Non-Current Assets 7 1)%.33 11%'."* Changes in Inventories of Finished Goods and Work-in-Progress 21 (('31.%') "7%.1*
Total Non-Current Assets 53188.05 82168.73 Excise Duty )17&(.%' 3"&&*.'"
2 Current Assets
(a) Inventories 8 )%)''.&" 3)'3(.7" Employee Benefits Expense 22 1(''*.1( 1(&3(.7)
(b) Financial Assets
Depreciation and Amortisation Expense 3"11.&) 3&(&.&%
(i) Investments 9 ()7&1.7( 37%*3.%1
(ii) Trade Receivables 10 )*3'.%( )317."& Other Expenses 23 1"()7.&% 1*")%.%)
(iii) Cash and Cash Equivalents 11 ()3'.13 ""(.3&
Total Expenses 152240.85 132001.88
(iv) Other Bank Balances 12 1&7*.)1 1&'1.7(
(v) Loans 4 1.*( 1.*( V Profit before tax (III - IV) 39469.13 42888.84
(vi) Other Financial Assets 5 ("1.1% 3313'.%% (7".(& ))13%.1%
(c) Other Current Assets 7 %3&"."1 )1("."3 VI Tax expense:
83947.44 83196.76 1) Current tax 6 '&1).7% '"1*.7'
(d) Asset Held for Sale 2A 3)"73.)% -
Total Current Assets 118820.89 83196.76 2) Deferred tax 6 ('7."* 373.77
TOTAL ASSETS 172008.94 165365.49 9312.61 10190.56
II EQUITY AND LIABILITIES VII Profit for the year (V - VI) 30156.52 32698.28
1 Equity Other Comprehensive Income
(a) Equity Share Capital 13 1%)).1' 1%)).1'
(b) Other Equity 1(3*'7.1" 11*)(%.%' A (i) Items that will not be reclassified to profit or loss:
Total Equity 125241.37 117969.78 - Remeasurements of the defined benefit plans (net) 1(3.3* )1.17
2 Liabilities
Non-Current Liabilities - Change in Fair Value of Equity instruments (&."() (".(3
(a) Provisions 15 (1*).() (1%3.1& (ii) Income tax relating to items that will not be reclassified to profit or loss 6 (1).(*) (13.%')
Total Non-Current Liabilities 2164.24 2153.10
Current Liabilities B (i) Items that will be reclassified to profit or loss:
(a) Financial Liabilities - Change in Fair Value of effective portion of Cash flow hedges (%.(*) ().1))
(i) Trade Payables 14
- Total outstanding dues of 1(33.&( (*&.%7 (ii) Income tax relating to items that will be reclassified to profit or loss 6 1.33 1.&)
micro enterprises and small VIII Other Comprehensive Income [A+B] 104.35 52.71
enterprises
- Total outstanding dues of 1&%'*.7% ')(&.1& IX Total Comprehensive Income for the year (VII + VIII) 30260.87 32750.99
creditors other than micro X Earnings per equity share (Face Value ` 10 each):
enterprises and small
1) Basic (in H) 24 1'%.(' (11.7%
enterprises
(ii) Other Financial Liabilities 16 )"(1.%& 1**%1.(7 )()%.&" 13'(%.7% 2) Diluted (in H) 24 1'%.(' (11.7%
(b) Other Current Liabilities 17 (%'%3."" ('(7%.')
(c) Current Tax Liabilities (Net) 6 1''".1" (&)&.'(
Total Current Liabilities 44603.33 45242.61 The accompanying notes 1 to 32 form an integral part of the Financial Statements.
TOTAL EQUITY AND LIABILITIES 172008.94 165365.49 This is the Statement of Profit and Loss referred to in our report of even date.
The accompanying notes 1 to 32 form an integral part of the Financial Statements. For B S R & Associates LLP On behalf of the Board,
This is the Balance Sheet referred to in our report of even date. On behalf of the Board, Firm Registration No.: 116231W/W - 100024
NARESH KUMAR SETHI Chairman
For B S R & Associates LLP Chartered Accountants DIN: 08296486
NARESH KUMAR SETHI Chairman
Firm Registration No.: 116231W/W - 100024 DIN: 08296486 ADITYA DEB GOOPTU Managing Director
Chartered Accountants ADITYA DEB GOOPTU Managing Director DIN: 07849104
DIN: 07849104 ARPAN JAIN ANISH GUPTA Chief Financial Officer
ARPAN JAIN ANISH GUPTA Chief Financial Officer Partner
PHANI K. MANGIPUDI Company Secretary
Partner Membership No.: 125710
PHANI K. MANGIPUDI Company Secretary
Membership No.: 125710 Hyderabad, 26th April, 2024 Hyderabad, 26th April, 2024
Hyderabad, 26th April, 2024 Hyderabad, 26th April, 2024
1*( ANNUAL REPORT 2023-24 1*3

STATEMENT OF CHANGES IN EQUITY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31ST MARCH, (&() FOR THE YEAR ENDED 31ST MARCH, (&()
A EQUITY SHARE CAPITAL (J in Lakhs) B OTHER EQUITY (contd.)
Balance at the beginning Changes in equity share Changes in equity share Balance at the end of the Nature and purpose of reserves
of the reporting year capital due to prior period capital during the year reporting year a) Capital Redemption Reserve: The Company has recognised Capital Redemption Reserve on redemption of cumulative preference
errors shares.
For the year ended 1544.19 - - 1544.19 b) General Reserve: The Company has transferred a portion of the net profit of the Company to General Reserve and the same can
31st March, 2023 be utilised by the Company in accordance with the provisions of the Companies Act, 2013.
For the year ended 31st March, 2024 1544.19 - - 1544.19 c) Retained Earnings: Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve,
dividends or other distributions paid to shareholders. Net actuarial gain/loss arising on account of remeasurement of defined
B OTHER EQUITY employee benefit plans are recognised in other comprehensive income and are adjusted to retained earnings.
Other Comprehensive d) Equity Instruments through Other Comprehensive Income: This Reserve represents the cumulative gains (net of losses) arising
Reserve and Surplus Total on revaluation of Equity Instruments measured at fair value through Other Comprehensive Income, net of amounts reclassified, if
Income (OCI)
any, to Retained Earnings when those instruments are disposed off.
Capital Share-Based
General Retained Treasury Equity Cash Flow
Redemption
Reserve Earnings
Payment
Shares Instruments Hedge
e) Cash Flow Hedge: This Reserve represents the cumulative effective portion of change in fair value of derivatives that are designated
Reserve Reserve as Cash Flow Hedge. It will be reclassified to statement of profit or loss in accordance with the Company’s accounting policy.
Balance as at 31st March, 1000.25 34552.15 71165.25 99.11 (1065.78) 119.51 14.93 105885.42 f) Share-Based Payment Reserve: This Reserve is created as required by Ind AS 102 “Share-Based Payments” on the employee stock
2022 option scheme operated by the Company for its employees.
Profit for the year 3(*'".(" 3(*'".(" g) Treasury Shares: This represents the equity shares of the Company purchased and held by the VST ESOP Trust (“ESOP Trust”)
Recognition of share-based 1)3.)7 1)3.)7 under its employees stock option scheme, to be issued and allotted to its employees at the time of exercise of the option.
payments to employees The accompanying notes 1 to 32 form an integral part of the Financial Statements.
Other Comprehensive Income 3&."1 (%.&& (3.1&) %(.71 This is the Statement of Changes in Equity referred to in our report of even date.
(net of tax)
For B S R & Associates LLP On behalf of the Board,
Treasury Shares held by VST ("1%.71) ("1%.71)
Firm Registration No.: 116231W/W - 100024
ESOP Trust NARESH KUMAR SETHI Chairman
Chartered Accountants DIN: 08296486
Dividend on
Ordinary Shares - Final ((1%3".%") ((1%3".%") ADITYA DEB GOOPTU Managing Director
(H 140/- per share)* DIN: 07849104
Transfer to General Reserve 3&&&.&& (3&&&.&&) - ARPAN JAIN ANISH GUPTA Chief Financial Officer
Balance as at 31st March, 1000.25 37552.15 79355.76 242.58 (1881.49) 144.51 11.83 116425.59 Partner
2023 PHANI K. MANGIPUDI Company Secretary
Membership No.: 125710
Profit for the year 3&1%*.%( 3&1%*.%(
Hyderabad, 26th April, 2024 Hyderabad, 26th April, 2024
Recognition of share-based "7.77 "7.77
payments to employees
Other Comprehensive Income '(.31 1%.'7 (3.'3) 1&).3%
(net of tax)
Dividend on
Ordinary Shares - Final ((3&77.&%) ((3&77.&%)
(H 150/- per share)*
Transfer to General Reserve 3&&&.&& (3&&&.&&) -
Balance as at 31st March, 2024 1000.25 40552.15 83527.54 330.35 (1881.49) 160.48 7.90 123697.18
An amount of H 150/- per ordinary share (2023 - H 150/-) amounting to total of H 23162.88 Lakhs (2023 - H 23162.88 Lakhs) is recommended
to be paid as dividend by the Board of Directors of the Company, subject to approval of the Shareholders at their Annual General Meeting
and has not been recognised as a liability in these financial statements.
* Net of dividend paid to VST ESOP Trust.
1*) ANNUAL REPORT 2023-24 1*%

STATEMENT OF CASH FLOWS NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST MARCH, (&()
(J in Lakhs) 1. ACCOUNTING POLICIES BASIS OF MEASUREMENT
For the year ended For the year ended
31st March, 2024 31st March, 2023 COMPANY INFORMATION These financial statements are prepared in
A Cash Flow from Operating Activities accordance with Indian Accounting Standards
VST Industries Limited (the ‘Company’) is a
Profit Before Tax 3')*'.13 )(""".") (Ind+ AS) under the historical cost convention
public limited Company domiciled in India with
Adjustments: on accrual basis, except for certain financial
its registered office located at 1-7-1&*3/1&*%,
Depreciation and Amortisation Expense 3"11.&) 3&(&.&% instruments and defined benefit plans which
Gain on sale of Property, Plant and Equipment (Net) ((*7.(") (*.%3) Azamabad, Hyderabad - %&& &(&. The Company
are measured at fair value, as explained in
Liabilities no Longer Required Written Back (33%7.3*) (1,7%&.%() is listed on the Bombay Stock Exchange (BSE) and
the accounting policies. Fair Value is the price
Share-Based Payment Expense 1"1.)" 1)3.)7 the National Stock Exchange (NSE). The Company
that would be received to sell an asset or paid
Unrealised (Gain)/Loss on Exchange (Net) (3%."() 1.7& is engaged inter-alia in manufacture and trading
to transfer a liability in an orderly transaction
Interest Income (1('*.'() (173).*1) of Cigarettes, Tobacco and Tobacco products.
Dividend Income (*.7") (%.3*) between market participants at the measurement
Net gain arising on Investments measured at FVTPL ((7"1.&%) (3'1).)%) The financial statements were authorised for date, regardless of whether that price is directly
Operating Profit before Working Capital Changes 35716.44 38642.59 issue by the Company’s Board of Directors on observable or estimated using another valuation
Movement in Working Capital: (*th April, (&(). technique. In estimating the fair value of an asset
Inventories (1&%**.3&) (%3*'.'() or a liability, the Company takes into account the
Trade Receivables (3&'."%) ('"7.%") STATEMENT OF COMPLIANCE characteristics of the asset or liability, if market
Advances and Other Assets (11"%.&*) (1)3".3') participants would take those characteristics into
These financial statements have been prepared in
Trade Payables (1%1.)) (**&.'&) account when pricing the asset or liability at the
accordance with Indian Accounting Standards (Ind
Other Liabilities and Provisions (1*.31) ((*)'.(() measurement date. Fair value for measurement
Cash generated from Operations 25790.36 27536.58 AS) notified under Section 133 of the Companies
Act, (&13 read with the Companies (Indian and/or disclosure purposes in these financial
Income Taxes Paid (Net) ('&"".%)) ('3'1.&1)
Net cash generated from Operating Activities Accounting Standards) Rules, (&1% as amendment statements is determined on such a basis, except
16701.82 18145.57
from time to time. leasing transactions that are within the scope
B Cash Flow from Investing Activities
Purchase of Property, Plant and Equipment, Intangibles,etc (')3).&)) ()&3"".1()
of Ind AS 11* – Leases, and measurements that
The financial statements have also been prepared have some similarities to fair value but are not
Sale of Property, Plant and Equipment (*7.7* *.%3
in accordance with the relevant presentation fair value, such as net realisable value in Ind
Purchase of Current Investments ((7)*%(.(7) (('73&*.'')
Sale/Redemption of Current Investments ('&('%.11 3)&)1"."( requirements of the Companies Act, (&13. AS ( – Inventories or value in use in Ind AS 3* –
Dividend Income from Non-Current Investments *.7" %.3* Impairment of Assets.
Interest realised 1))".)7 1"'%.") BASIS OF PREPARATION OF FINANCIAL
Loans Realised &.(% )&.77 STATEMENTS KEY ACCOUNTNG ESTIMATES AND
Net cash from Investing Activities 7932.06 4672.21
The financial statements have been prepared on JUDGEMENTS
C Cash Flow from Financing Activities
accrual and going concern basis. The material The preparation of financial statements in
Dividend paid on equity shares ((3&77.&%) ((1%3".%")
Accounting Policies as disclosed below are applied conformity with Ind AS requires management to
Purchase of Treasury Shares by VST ESOP Trust - ("1%.71)
Net cash used in Financing Activities (23077.05) (22354.29) consistently to all the periods presented in the make judgements, estimates and assumptions
Net change in cash and cash equivalents 1556.83 financial statements. All assets and liabilities have that affect the application of the accounting
463.49
been classified as current or non current as per policies and the reported amounts of assets and
Opening cash and cash equivalents ""(.3& )1"."1
Closing cash and cash equivalents 2439.13 882.30 the Company’s normal operating cycle and other liabilities, disclosure of contingent assets and
criteria as set out in the Division II of Schedule III to liabilities as at the date of the financial statements,
the Companies Act, (&13 as amended from time and the reported amounts of revenues and
The accompanying notes 1 to 32 form an integral part of the Financial Statements.
to time. Based on the nature of products and the expenses for the year. The estimates and
This is the Statement of Cash Flows referred to in our report of even date.
time between acquisition of assets for processing underlying assumptions are reviewed on an
For B S R & Associates LLP On behalf of the Board,
and their realisation in cash and cash equivalents, ongoing basis. Actual results could differ from
Firm Registration No.: 116231W/W - 100024 NARESH KUMAR SETHI Chairman the Company has ascertained its operating those estimates.
Chartered Accountants DIN: 08296486 cycle as 1( months for the purpose of current or
ADITYA DEB GOOPTU Managing Director non-+current classification of assets and liabilities. Revisions to accounting estimates are recognised
DIN: 07849104 in the period in which the estimate is revised if
The statement of cash flows has been prepared the revision affects only that period; they are
ARPAN JAIN ANISH GUPTA Chief Financial Officer
under indirect method. recognised in the period of the revision and future
Partner
PHANI K. MANGIPUDI Company Secretary periods if the revision affects both current and
Hyderabad, 26th April, 2024 Hyderabad, 26th April, 2024 future periods.
1** ANNUAL REPORT 2023-24 1*7

NOTES TO THE FINANCIAL STATEMENTS NOTES TO THE FINANCIAL STATEMENTS

Following is the information about critical (d) Fair value measurements and valuation All upgradations/enhancements are charged off services) is capitalised where ever it is expected
judgements in applying accounting policies, as processes as revenue expenditure unless they bring similar to provide future enduring economic benefits.
well as estimates and assumptions that have the significant future economic benefits. Cost of upgradation/enhancements is charged off
Some of the Company’s assets and liabilities
most significant effect to the carrying amounts of as revenue expenditure unless they bring similar
are measured at fair value for financial An item of property, plant and equipment is de-
assets and liabilities within the next financial year. significant benefits.
reporting purposes. In estimating the fair recognised upon disposal or when no future
(a) Useful lives of property, plant and equipment value of an asset or a liability, the Company economic benefits are expected to arise from the The useful lives of intangible assets are assessed
and intangible assets uses market-observable data to the extent it continued use of asset. Any gain or loss arising as either finite or infinite. Finite-life intangible
is available. Where market observable inputs on retirement or disposal of property, plant and assets are amortised on a straight-line basis over
As described in the material accounting
are not available, the Company engages third equipment is determined as difference between the period of their expected useful lives. Estimated
policies, the Company reviews the estimated
party valuers, where required, to perform the the sale proceed and the carrying amount of the useful lives by major class of finite-life intangible
useful lives of property, plant and equipment,
valuation. Information about the valuation asset and is recognised in the Statement of Profit assets are as follows:
and intangible assets at the end of each
techniques and inputs used in determining and Loss.
reporting period. Computer software - ) years
the fair value of various assets, liabilities and
Property, plant and equipment which are not
(b) Recognition of deferred tax assets - Refer Note * share-based payments are disclosed in the The amortisation period and the amortisation
ready for intended use as on the date of Balance
concerned notes to the financial statements. method for finite-life intangible assets is
Deferred tax is recorded on temporary Sheet are disclosed as “Capital work-in-progress”.
reviewed at each financial year end and adjusted
differences between the tax bases of assets (e) Measurement of defined benefit obligations -
prospectively, where appropriate.
and liabilities and their carrying amounts, Refer Note 3& DEPRECIATION
at the rates that have been enacted or Depreciation is provided on the straight-line The assessment of infinite life is reviewed annually
The determination of Company’s liability
substantively enacted at the reporting date. method at the rates based on estimated useful life to determine whether the infinite life continues, if
towards defined benefit obligation to
The ultimate realisation of deferred tax of assets as prescribed under Part C of Schedule II not, it is impaired or changed prospectively basis
employees is made through independent
assets is dependent upon the generation to the Companies Act, (&13 with the exception of such revised estimates.
actuarial valuation including determination
of future taxable profits during the periods the following:
of amounts to be recognised in the
in which those temporary differences and IMPAIRMENT OF NON-FINANCIAL ASSETS
Statement of Profit and Loss and in other Building - (& Years
tax loss carry-forwards become deductible. Assessment for impairment is done at each
comprehensive income. Plant & Equipment - % - (& Years
The Company considers expected reversal of Balance+ Sheet date as to whether there is
deferred tax liabilities and projected future Such valuation depends upon assumptions Motor Vehicles - ) Years
any indication that a non-financial asset may
taxable income in making this assessment. determined after taking into account inflation, Freehold land is not depreciated
be impaired.
The amount of deferred tax assets considered seniority, promotion and other relevant Based on technical evaluation, the management
realisable, however, could reduce in the factors such as supply and demand factors in Impairment loss, if any, is provided to the extent,
believes that the useful lives as given above best
carry-+forward period are reduced. the employment market. Information about the carrying amount of non-+financial assets or cash
represent the period over which management
such valuation is provided in notes to the generating units exceed their recoverable amount.
(c) Measurement and likelihood of occurrence of expects to use these assets. Hence, the useful
financial statements. lives for these assets is different from the useful Recoverable amount is higher of an asset’s or cash
provisions and contingencies – Refer Note (%
lives as prescribed under Part C of Schedule II of generating unit’s fair value less cost of disposal
As described in the material accounting PROPERTY, PLANT AND EQUIPMENT the Companies Act, (&13. and its value in use. Value in use is the net present
policies, the Company has ongoing litigations Property, plant and equipment are stated value of estimated future cash flows expected to
with various regulatory authorities and third The residual values, useful lives and method of
at acquisition or construction cost, net of arise from the continuing use of an asset or cash
parties. Where an outflow of funds is believed depreciation of property, plant and equipment are
accumulated depreciation and accumulated generating unit and from its disposal at the end of
to be probable and a reliable estimate of the reviewed at each financial year-end and adjusted
impairment losses, if any. Upon adoption of its useful life.
outcome of the dispute can be made based prospectively, if appropriate.
Ind+ AS, the Company had elected to measure all
on management’s assessment of specific Assessment is also done at each Balance Sheet
its property, plant and equipment at the Previous
circumstances of each dispute and relevant INTANGIBLE ASSETS date as to whether there is any indication that an
GAAP carrying amount as its deemed cost on the
external advice, management accrues a Intangible assets are stated at cost less any impairment loss recognised for an asset in prior
date of transition to Ind AS i.e. 1st April, (&1*.
liability for its best estimate of it. Such accumulated amortisation and accumulated accounting periods may no longer exist or may
accruals are by nature complex and can take Cost is inclusive of freight, installation costs, impairment losses, if any. have decreased. Basis the assessment a reversal
number of years to resolve and can involve duties and taxes, interest on specific borrowings of an impairment loss of an asset is recognised in
utilised for financing the assets and other Computer Software (including license fee and the Statement of Profit and Loss.
estimation uncertainty. Information about
incidental expenses. cost of implementation/system integration
such litigations is provided in notes to the
financial statements.
1*" ANNUAL REPORT 2023-24 1*'


DERIVATIVES AND HEDGE ACCOUNTING loss when the hedged item affects the Statement the acquisition value of the financial asset. subsequently measured at fair value
of Profit and Loss. However, when the hedged Financial assets are subsequently classified through other comprehensive income.
Derivatives are initially recognised at fair value
item results in the recognition of a non-financial as measured at Fair value movements are recognised
and are subsequently re-measured to their fair
asset, such gains/losses are transferred from in the other comprehensive income
value at the end of each reporting period. • amortised cost
equity (but not as reclassification adjustment) (OCI). On derecognition, cumulative
• fair value through profit and loss (‘FVTPL’)
The resulting gain/loss is recognised in the and included in the initial measurement cost of gain or loss previously recognised in
• fair value through other comprehensive
Statement of Profit and Loss immediately unless the non-financial asset. OCI is reclassified from the ‘equity’ to
income (‘FVOCI’).
the derivative is designated as an effective ‘other income’ in the Statement of Profit
Hedge accounting is discontinued when the
hedging instrument, in which event the timing of Financial assets are not reclassified and Loss.
hedging instrument expires or is sold, terminated,
recognition in profit or loss depends on the nature subsequent to their recognition, except if
or exercised, or when it no longer qualifies for (c) Measured at fair value through profit
of the hedging relationship and the nature of the and in the period the Company changes its
hedge accounting. Any gains/losses recognised or loss: A financial asset not classified
hedged item. business model for managing financial assets.
in other comprehensive income and accumulated as either at amortised cost or FVOCI, is
The Company complies with the principles of in equity at that time remains in equity and classified as FVTPL.
Trade Receivables
hedge accounting where derivative contracts is reclassified to statement of profit and loss
Trade receivables are recognised initially Such financial assets are measured at
are designated as hedge instruments. At the when the underlying transaction is ultimately
at transaction price and subsequently fair value with all changes in fair value,
inception of the hedge relationship, the Company recognised. When an underlying transaction is
remeasured considering provision made including interest income and dividend
documents the relationship between the hedge no longer expected to occur, the gains/losses
for doubtful receivables as per expected income if any, recognised as ‘other
instrument and the hedged item along with the accumulated in equity is recognised immediately
credit loss method over the life of the asset income’ in the Statement of Profit
risk management objectives and its strategy for in the Statement of Profit and Loss.
depending on the customer ageing, customer and Loss.
undertaking hedge transaction, which can be a
fair value hedge or a cash flow hedge. FOREIGN CURRENCIES category, specific credit circumstances and
the historical experience of the Company. Equity Instruments
(i) Fair value hedges The financial statements are presented in `,+ the
All investments in equity instruments
functional currency of the Company. Items
Changes in fair value of the designated portion of Debt Instruments classified under financial assets are initially
included in the financial statements of the
derivatives/hedging instruments that qualify as Debt instruments are initially measured measured at fair value, the Company may,
Company are recorded using the currency of
fair value hedges together with any changes in the at amortised cost, or FVTPL or FVOCI till on initial recognition, irrevocably elect to
the primary economic environment in which the
fair value of the hedged asset or liability that are derecognition, on the basis of (i) the entity’s measure the same either at FVOCI or FVTPL.
Company operates (the ‘functional currency’).
attributable to the hedged risk are recognised in business model for managing the financial The Company makes such election on an
the Statement of Profit and Loss in the line item Foreign currency transactions are translated into assets and (ii) the contractual cash flow instrument-by-instrument basis. Fair value
relating to the hedged item. the functional currency using exchange rates on characteristics of the financial asset. changes on an equity instrument is recognised
the date of the transaction. Foreign exchange gains as ‘Other Income’ in the Statement of Profit
Hedge accounting is discontinued when the and losses from settlement of these transactions (a) Measured at amortised cost: Financial and Loss unless the Company has elected to
hedging instrument expires or is sold, terminated, and from translation of monetary assets and assets that are held within a business measure such instrument at FVOCI. Fair value
or exercised, or when it no longer qualifies for liabilities at the exchange rate prevailing on model whose objective is to hold financial changes excluding dividends, on an equity
hedge accounting. The fair value adjustment to reporting date are recognised in the Statement of assets in order to collect contractual cash instrument measured at FVOCI is recognised
the carrying amount of the hedged item arising Profit and Loss. flows that are solely payment of principal in OCI. Amounts recognised in OCI are not
from the hedged risk is amortised to profit or loss and interest, are subsequently measured subsequently reclassified to the Statement
from that date. FINANCIAL INSTRUMENTS at amortised cost using the EIR method of Profit and Loss. Dividend income on
less impairment, if any. The amortisation the investment in equity instruments are
(ii) Cash flow hedges
I. Financial Assets of EIR and loss arising from impairment, recognised as ‘other income’ in the Statement
The effective portion of changes in the fair value Financial assets are recognised when the if any is recognised in the Statement of of Profit and Loss.
of derivatives that are designated and qualify Company becomes a party to the contractual Profit and Loss.
as cash flow hedges is recognised in the other provisions of the instrument. On initial Derecognition
(b) Measured at fair value through other
comprehensive income and accumulated as recognition, a financial asset is recognised comprehensive income: Financial assets The Company derecognises a financial asset
‘Cash Flow Hedge’ in Equity. The gains/losses at fair value. In case of financial assets which that are held within a business model when the contractual rights to the cash flows
relating to the ineffective portion is recognised are recognised at fair value through profit whose objective is achieved by both, from the financial asset expire, or it transfers
in the statement of profit and loss. Amounts and loss, its transaction cost are recognised selling financial assets and collecting the contractual rights to receive the cash
previously recognised and accumulated in other in the Statement of Profit and Loss. In other contractual cash flows that are solely flows from the asset.
comprehensive income are reclassified to profit or cases, the transaction cost are attributed to payments of principal and interest, are


Impairment of Financial Asset Derecognition CASH AND CASH EQUIVALENTS Duty which are payable on manufacture of goods)
Expected credit losses are recognised for A financial liability is derecognised when after deduction of any trade+ discount, incentive
Cash and cash equivalents are cash, balances with
all financial assets subsequent to initial the obligation specified in the contract is and other similar discounts and any taxes or duties
bank and short-term (three months or less from
recognition other than financial assets in discharged, cancelled or expires. collected on behalf of the Government which are
the date of acquisition), highly liquid investments
FVTPL category. levied on sales such as Goods and Service tax, etc.
that are readily convertible into cash and which are
Offsetting Financial Instrument subject to an insignificant risk of changes in value. Income from export incentives such as duty
For financial assets other than trade
Financial assets and liabilities are offset drawback is recognised on accrual basis.
receivables, as per Ind AS 1&', the Company
recognises 1( month expected credit losses and the net amount is included in the PROVISIONS AND CONTINGENT LIABILITIES
Other Income
for all originated or acquired financial assets Balance Sheet where there is a legally Provisions are recognised when the Company has
enforceable right to offset the recognised Interest income is recognised using the effective
if at the reporting date the credit risk of the a present obligation (legal or constructive) as a
amounts and there is an intention to interest rate (EIR) method.
financial asset has not increased significantly result of a past event, it is probable that an outflow
since its initial recognition. settle on a net basis or realize the assets of resources embodying economic benefits will Dividend income on investments is recognised
and settle the liability simultaneously. be required to settle the obligation and a reliable when the right to receive dividend is established.
The expected credit losses are measured as
estimate can be made of the amount of the
lifetime expected credit losses if the credit INVENTORIES EXPENDITURE
obligation. Provisions are measured at the best
risk on financial asset increases significantly Expenses are accounted on accrual basis.
Inventories are valued at the lower of cost and net estimate of the expenditure required to settle the
since its initial recognition. The Company’s
realisable value. Cost is computed on a weighted present obligation at the Balance Sheet date.
trade receivables do not contain significant EMPLOYEE BENEFITS
average basis. Cost includes all costs of purchases
financing component and loss allowance If the effect of the time value of money is material,
net of input tax credit availed, conversion costs
on trade receivables is measured at an provisions are discounted to reflect their present Defined Contribution Plans
and other attributable expenses incurred in
amount equal to life time expected losses value using a current pre-tax rate that reflects the Contributions to defined contribution schemes such
bringing the inventories to their present location
i.e.+expected cash shortfall. current market assessments of the time value of as employees’ state insurance, labour welfare fund,
and condition and includes, where applicable,
money and the risks specific to the obligation. superannuation scheme, employee pension scheme
The impairment losses and reversals are appropriate overhead cost based on normal
When discounting is used, the increase in the etc. are charged as an expense based on the amount
recognised in the Statement of Profit level of activity. The net realisable value is the
provision due to the passage of time is recognised of contribution required to be made as and when
and Loss. estimated selling price in the ordinary course of
as a finance cost. services are rendered by the employees. Provident
business less the estimated costs of completion
II. Financial Liabilities and estimated costs necessary to make the sale. Contingent liabilities are disclosed when there fund contribution in respect of certain employees,
is a possible obligation arising from past events, who are members of constituted and approved
Initial recognition and measurement Obsolete, slow moving and defective inventories
the existence of which will be confirmed only by trusts, the Company recognises contribution
Financial liabilities are recognised are identified from time to time and, where
the occurrence or non-occurrence of one or more payable to such trusts as an expense including any
when the Company becomes a party necessary, a provision is made for such inventories.
uncertain future events not wholly within the shortfall in interest between the amount of interest
to the contractual provisions of the
control of the Company or a present obligation realised from the investment and the interest
instrument. Financial liabilities are ASSETS HELD FOR SALE
that arises from past events where it is either payable to members at the rate declared by the
initially measured at the amortised cost
Non current assets or disposal groups comprising not probable that an outflow of resources will Government of India. In respect of other employees,
unless at initial recognition, they are
of assets and liabilities are classified as ‘held for be required to settle the obligation or a reliable provident funds are deposited with the government
classified as fair value through profit
sale’ when all of the following criteria’s are met: estimate of the amount cannot be made. administered fund and charged as an expense to the
and loss. In case of trade payables, they
(i) decision has been made to sell (ii) the asset Statement of Profit and Loss.
are initially recognised at fair value and
is available for immediate sale in its present REVENUE RECOGNITION
subsequently, these liabilities are held at The Company makes contribution to defined
condition (iii) the asset is being actively marketed
amortised cost, using the EIR method. Revenue from sale of goods is recognised when contribution pension plan. The contribution payable
and (iv) sale has been agreed or is expected to be
control over goods is transferred to a customer as is recognised as an expense, when an employee
concluded within 1( months of the Balance Sheet
Subsequent measurement per the terms of the contract. renders the related service.
date. Subsequently, such non current assets and
Financial liabilities are subsequently disposal groups classified as held for sale are This is usually evidenced by a transfer of all the
measured at amortised cost using the significant risks and rewards of ownership upon Defined Benefit Plans
measured at the lower of its carrying value and fair
EIR method. Financial liabilities carried value less costs to sell. delivery of goods to the customer, which in terms The Company also makes contribution to defined
at fair value through profit or loss are of timing is not materially different to the date of benefit pension and gratuity plan. The cost of
measured at fair value with all changes in Non current assets held for sale are not shipping. Revenue is measured at the contracted providing benefits under the defined benefit
fair value recognised in the Statement of depreciated or amortised. (transaction) price received or receivable (includes obligation is calculated by independent actuary
Profit and Loss. Excise Duties and National Calamity Contingent using the projected unit credit method. Service


costs and net interest expense or income is For cash-settled share-based payments, the Deferred tax is recognised in respect of temporary DIVIDEND DISTRIBUTION
reflected in the Statement of Profit and Loss. fair value of the amount payable to employees differences between the carrying amount of
Dividend paid (including income tax thereon,
Gain or loss on account of remeasurements is recognised as employee benefits expense assets and liabilities for financial reporting
if any) is recognised in the period in which the
are recognised immediately through other with a corresponding increase in liabilities, over purposes and the corresponding amounts used
interim dividends are approved by the Board of
comprehensive income in the period in which the vesting period. The liability is remeasured for taxation purposes.
Directors and in respect of final dividend when
they occur. at each reporting period date including up to
A deferred tax assets/liability is recognised approved by shareholders.
the settlement date, with changes in fair value
based on the expected manner of realisation
Other Long-Term Employee Benefits recognised in employee benefits expense.
or settlement of the carrying amount of assets LEASES
The employees of the Company are entitled In case of forfeiture/lapse of stock options, which and liabilities, using tax rates enacted, or Leases which are short-term that have a lease
to compensated leave for which the Company are not vested, amortised portion is reversed by substantively enacted, by the end of the reporting term of 1( months and low value leases in which
records the liability based on actuarial valuation credit to employee benefit expense. period. Deferred tax assets are recognised only to a substantial portion of the risks and rewards of
computed using projected unit credit method. the extent that it is probable that future taxable ownership are retained by the lessor are classified
These benefits are funded. Treasury Shares profits will be available against which the asset as operating leases. Payments and receipts under
The Company has created an Employee Benefit can be utilised. Deferred tax assets are reviewed such leases are recognised to the Statement of
Termination Benefits at each reporting date and reduced to the extent
Trust (EBT) for providing share-based payment Profit and Loss on a straight-line basis over the
Termination benefits, in the nature of voluntary to its employees. The Company uses EBT as a that it is no longer probable the related tax benefit term of the lease unless the lease payments to
retirement benefits or termination benefits vehicle for purchasing shares from the market will be realised. the lessor are structured to increase in line with
arising from restructuring, are recognised in and distributing them to employees under the expected general inflation to compensate for the
Current tax assets and current tax liabilities are
the Statement of Profit and Loss. The Company Employee Stock Option Scheme. The Company lessor’s expected inflationary cost increases, in
offset when there is a legally enforceable right
recognises termination benefits at the earlier of treats EBT as its extension and the shares held by which case the same are recognised as an expense
to set off the recognised amounts and there is
the following dates: EBT are treated as treasury shares. in line with the contractual term.
an intention to settle the asset and the liability
(a) when the Company can no longer withdraw Own equity instruments that are re-acquired on a net basis. Deferred tax assets and deferred
the offer of those benefits; or tax liabilities are offset when there is a legally RECENT AMENDMENTS
(treasury shares) are recognised at cost and
deducted from Other Equity. No gain or loss enforceable right to set off current tax assets Ministry of Corporate Affairs (‘MCA’) notifies
(b) when the Company recognises costs for
is recognised in Statement of Profit and Loss against current tax liabilities; and the deferred new standards or amendments to the existing
a restructuring that is within the scope
on purchase, sale, issue or cancellation of tax assets and the deferred tax liabilities relate to standards under Companies (Indian Accounting
of Ind AS 37 and involves the payment of
the Company’s own equity instruments. Any income taxes levied by the same taxing authority. Standards) Rules as issued from time to time.
termination benefits.
difference between carrying amount and the On 31st March, (&(), MCA has not notified any
Benefits falling due more than 1( months after the consideration, if reissued or sold, is recognised EARNINGS PER SHARE new standards or amendments to the existing
end of the reporting period are discounted to their in ‘capital reserve’. Share options exercised Basic earnings per share is computed by dividing standards applicable to the Company.
present value. during the reporting period are settled with the net profit for the period attributable to the
treasury shares. equity shareholders of the Company by the
Share-based Payments weighted average number of equity shares
Employees of the Company receive remuneration INCOME TAXES outstanding during the period. The weighted
in the form of share-based payments in Income tax expense for the year comprises of average number of equity shares outstanding
consideration for the services rendered. current tax and deferred tax. It is recognised in the during the period and for all periods presented is
Statement of Profit and Loss except to the extent adjusted for events, such as bonus shares, other
For equity-settled share-based payment, fair value
it relates to a business combination or to an item than the conversion of potential equity shares
of the option/equity instruments at the grant date
which is recognised directly in equity or in other that have changed the number of equity shares
is determined by an independent valuer using
comprehensive income. outstanding, without a corresponding change
Black Scholes Model and this is recognised in the
in resources.
Statement of Profit and Loss as ‘Employee benefit Current tax is the expected tax payable/
expense’ on a systematic basis over the vesting recoverable on the taxable income/loss for the For the purpose of calculating diluted earnings per
period of the option, based on the Company’s year using applicable tax rates as at the Balance share, the net profit for the period attributable to
estimate of option/equity instruments that will Sheet date, and any adjustment to taxes in respect equity shareholders and the weighted average
eventually vest with corresponding increase in of previous years. Interest income/expenses and number of shares outstanding during the period
Other Equity. penalties, if any, related to income tax are included is adjusted for the effects of all dilutive potential
in current tax expense. equity Shares.

NOTES TO THE FINANCIAL STATEMENTS

(` in Lakhs)
17*
Gross Block Accumulated Depreciation & Amortisation Net Block

Adjustment Balance
Balance as at Disposals/ Balance as at Disposals/ Balance as at Balance as at Adjustment Balance as at Balance as at
For the For the on Dispos- as at
31st March, Additions Reclassifi- 31st March, Additions Reclassifi- 31st March, 31st March, on 31st March, 31st March,
year year als/Reclassi- 31st March,
2022 cation 2023 cation 2024 2022 Disposals 2023 2023
fication 2024
2A. PROPERTY PLANT AND EQUIPMENT
Land (("&.(" 3)"73.)) - 371%3.7( - 3)"73.))1 (("&.(" - - - - - - - (("&.(" 371%3.7(
Buildings on Freehold Land %"71.71 7.%& - %"7'.(1 1)7.3' 1*7.*(1 %"%".'" 1*7%.%% )3".*3 - (11).1" 3)".*" 1*7.*11 (('%.(% 3%*3.73 37*%.&3
Plant & Equipment 31&'".)3 7()".(3 3"3)*.** *1(1.') 1&'(.%* )337*.&) 1'13*.'7 (1('.&" (1(**.&% 313%.*3 1&'(.(" (33&'.)& (&&**.*) 17&"&.*1
Electrical Installation & 1)77.%% '17.'1 %%'.*)

131(.*% )&.77 - 13%3.)( 1().13 - %"".3" 13(.)( - 7(&."& 1'7.11 - *3(.*(
Equipment
Furniture & Fixtures 3)7.)' *&.7' &.17 )&".11 (7.(* 1.*3 )33.7) 171.77 )&.'& &.17 (1(.%& )%.&% 1.%& (%*.&% 177.*' 1'%.*1
Motor Vehicles 1&'.%) %.&3 11).%7 - - 11).%7 7".(( ()."& 1&3.&( "."3 - 111."% (.7( 11.%%
Office Equipment %'7."( (''.%* ).*( "'(.7* *7.'3 (.&3 '%".** )71.73 (%1.*( ).*( 71".73 7(.7' 1.'* 7"'.%* 1*'.1& 17).&3
Total Property, Plant and 41617.92 42535.32 4.79 84148.45 6488.65 36137.28 54499.82 22122.62 3017.45 4.79 25135.28 3808.09 1263.35 27680.02 26819.80 59013.17
Equipment
2B. CAPITAL WORK-IN-PROGRESS )*'%.'( (%.17
2C. INTANGIBLE ASSETS
Computer Software, etc. 1).(" 11."( - (*.1& - - (*.1& 1(.)" (.*& - 1%.&" (.'% - 1".&3 ".&7 11.&(
Total Intangible assets 14.28 11.82 - 26.10 - - 26.10 12.48 2.60 - 15.08 2.95 - 18.03 8.07 11.02
1During the previous year, pursuant to a proposal initiated by the Government of Telangana, the Company had undertaken conversion of its leasehold factory premises co-located
with its registered office situated in the Azamabad Industrial Area of Hyderabad.
During the current year, the Company has initiated shifting of its manufacturing operations from Azamabad Industrial Area to its own existing manufacturing facility at Toopran,
Telangana to derive operational synergies through consolidation.
Consequently, the Company has initiated the process to monetize the Azamabad property including land & buildings therein. These are expected to be completed in financial year
2024-25. Accordingly, these have now been classified as “Asset Held for Sale”.
Notes:
1. The amortisation expense of Intangible assets have been included under “ Depreciation and amortisation expense” in the Statement of Profit and Loss.
2. The Company continue to hold appropriate documents including registered sale deed/transfer deed/conveyance deed with respect to immovable properties (Land & Buildings)
shown above.
3. Capital work-in-progress ageing schedule: (` in Lakhs)

2023-24 2022-23
Less than More than Less than More than
1-2 years 2-3 years Total 1-2 years 2-3 years Total
1 year 3 years 1 year 3 years
Projects in progress )*'%.'( - - - )*'%.'( (%.17 - - - (%.17
Projects temporarily suspended - - - - - - - - - -
)*'%.'( - - - )*'%.'( (%.17 - - - (%.17
The Company does not have any Capital work-in-progress which is past its expected completion date or where cost has exceeded the original plan.
* Fair value of these investments is negligible.
#
3. NON-CURRENT INVESTMENTS
CORPORATE OVERVIEW
Aggregate amount of Quoted Investments - Market Value
Total of Non-Current Investments
23,82,500 Equity Shares of ` 10 each fully paid up

ITC Agrotech Finance and Investments Limited *
CREF Finance Limited *

Contribution ` 10.00 Lakhs)
Tobacco Institute of India - (Limited by Guarantee Maximum*
Twin Towers Premises Co-operative Society Limited *

1,39,360 shares of ` 10 each fully paid up
Andhra Pradesh Gas Power Corporation Limited
UNQUOTED
15,080 (2023 - 5,000) Equity Shares of ` 1 each fully paid up

HDFC Bank Limited#
Nil (2023 - 6,000) Equity Shares of ` 2 each fully paid up
Housing Development Finance Corporation Limited (HDFC)#
50 Equity Shares of ` 10 each fully paid up
Golden Tobacco Limited
Godfrey Phillips India Limited
Duncan Industries Limited
QUOTED
(at fair value through other comprehensive income)
Investment in Equity Instruments
50,000 units of ` 10 each

HDFC - Top 100 Fund - Regular Plan - Dividend Option
QUOTED
(at fair value through other comprehensive income)
Investment in Mutual Funds
(Interest Coupon Rate ranging from 6.75% - 8.35%)

Government Securities (Maturity in year 2026 to 2028)
QUOTED
Lodged with Government Authority
National Savings Certificate cost ` 500 (2023 - ` 500)
UNQUOTED
(at amortised cost)
Investment in Government/Trust Securities
Aggregate amount of Unquoted Investments
50,00,000 Equity Shares of ` 10 each fully paid up
(Cost ` 500, 2023 - ` 500 )

10 Shares of ` 50 each fully paid up
pursuant to amalgamation of HDFC Limited with HDFC Bank Limited w.e.f. 13th July, 2023.
STATUTORY REPORTS
FINANCIAL STATEMENTS
ANNUAL REPORT 2023-24
31st March, 2024

1'%'".7&
1'71'.%)
20011.47
19719.54
(1".37
249.29
13.')
13.')
3&.""
(".7&
28.70
13.94
As at
&.&(
&.&(
-
31st March, 2023
(` in Lakhs)
19879.30
1'*%3.*(
1'"7'.3&
20172.05
256.23
1%7.%1
22.58
13.94
13.')
13.')
"&.)"
1".(&
((.%"
As at
&.&(
&.&(
177

4. LOANS (` in Lakhs)
(` in Lakhs) As at As at
31st March, 2024 31st March, 2023
As at 31st March, 2024 As at 31st March, 2023
Reconciliation of estimated income tax expense at statutory income tax rate to income tax expense
Current Non-Current Current Non-Current reported in Statement of Profit and Loss is as under:
Loans to Employees Profit before tax 3')*'.13 )(""".")
Secured, considered good 1.*( 3.)% 1.*( 3.71 Statutory income tax rate (%.17% (%.17%
TOTAL 1.62 3.45 1.62 3.71 Expected income tax expense ''33.%' 1&7').(*
Adjustment:
5. OTHER FINANCIAL ASSETS
Effect of expenses not deductible for tax purposes (&".%* (&*.*&
(` in Lakhs) Effect of different tax rate on certain items (1&((.*7) -
As at 31st March, 2024 As at 31st March, 2023 Effect of income deductible for tax purposes - ("7'.3&)
Current Non-Current Current Non-Current Others * 1'3.13 *'.&&
Other financial assets Income tax expense recognised in Statement of Profit and Loss 9312.61 10190.56
Interest accrued on Loans, Deposits, Investments, etc. (7&.*& - (*(.3' - * Others include adjustments/(credits) related to previous years - (net)
Other receivables C. Current Tax Liabilities (net of advance tax)# 1998.18 2040.92
- On account of Foreign Currency Forward Contracts 1&.%% - 1%."1 - # The Company has reviewed all its pending income tax disputes relating to tax treatment of certain expenses claimed as deductions,
TOTAL 281.15 - 278.20 - and computation of, or eligibility of certain tax incentives or allowances. It believes that it has a valid basis for appeals and intends to
defend all such pending disputes vigorously. However, pending disposal of such disputes, as a matter of prudence, it has recognised
these liabilities in the books and is included above.
6. INCOME TAXES
(` in Lakhs) D. Significant components of Deferred Tax Assets/(Liabilities)
As at As at 2023-24 (` in Lakhs)
Recognised in/
A. Income tax expense recognised in Statement of Profit and Loss Recognised in
Particulars Opening balance reclassified from Closing Balance
profit or loss
Current tax OCI
Current tax for the year '((%.)% '"&'.'' Deferred tax assets/(liabilities) in relation to:
- Employees’ separation and retirement %').'% (7.&" - *((.&3
Adjustments/(credits) related to previous years - (net) ((1&.7&) *."&
- Central and State Taxes, etc. ())'.*1 (11&(.7*) - 13)*."%
Total Current tax expense (a) 9014.75 9816.79 - Fiscal allowances on Property, Plant and Equipment, etc. %.(& )."% - 1&.&%
Deferred tax - Financial Instruments measured at Amortised cost 3(.*( 1".(7 - %&."'
Origination and reversal of temporary differences ('7."* 373.77 - Cash flow hedges (3.'") - 1.33 ((.*%)
- Unrealised gain on Equity instruments measured at FVOCI (".()) - 1*.7' ".%%
Total Deferred tax expense (b) ('7."* 373.77
- Unrealised gain on financial assets measured at FVTPL (1%7*.*)) 1&&".3' - (%*".(%)
TOTAL (a + b) 9312.61 10190.56 - Other temporary differences ('&.(3 ((%3.*') - 3*.%)
B. Income tax expense recognised in Other Comprehensive Income Deferred Tax Assets - Net 1783.75 (297.86) 18.12 1504.01
Current tax
On item that will not be reclassified to Statement of Profit and Loss 2022-23
- Related to remeasurement of defined benefit plans (net) 31.&% 1&.3* Deferred tax assets/(liabilities) in relation to:
- Employees’ separation and retirement %71.3* (3.%' - %').'%
Total Current tax expense (a) 31.05 10.36
- Central and State Taxes, etc. ()%1.(" (1.*7) - ())'.*1
Deferred tax - Fiscal allowances on Property, Plant and Equipment, etc. (1&.'3 ((&%.73) - %.(&
On item that will not be reclassified to Statement of Profit and Loss - Financial Instruments measured at Amortised cost 31.1" 1.)) - 3(.*(
- Related to change in fair value of equity instruments (1*.7') 3.(3 - Cash flow hedges (%.&() - 1.&) (3.'")
On item that will be reclassified to Statement of Profit and Loss - Unrealised loss on Equity instruments measured at FVOCI (%.&1) - (3.(3) (".())
- Unrealised gain on financial assets measured at FVTPL (13%%.&1) (((1.*3) - (1,%7*.*))
- Related to change in fair value of effective portion of cash flow hedges (1.33) (1.&))
- Other temporary differences (*&.&& 3&.(3 - ('&.(3
Total Deferred tax expense (b) (18.12) 2.19 Deferred Tax Assets - Net 2159.71 (373.77) (2.19) 1783.75
TOTAL (a + b) 12.93 12.55


7. OTHER ASSETS (` in Lakhs)
Face Value ` As at 31st March, 2024 As at 31st March, 2023
(` in Lakhs)
(Fully Paid) No. of units ` in Lakhs No. of units ` in Lakhs
Current Non-Current Current Non-Current Low Duration Funds
Aditya Birla Sun Life Mutual Fund 1&& 1,"7,33' 1(3)."3 1,"7,33' 11)%.)"
Capital Advances - 71.1& - 1&'&.7& HDFC Mutual Fund (1,7%,&1" 1(3(."" (1,7%,&1" 11)(.33
1&
Advances other than capital advances
Security Deposits ICICI Prudential Mutual Fund 1&& - - ",1),%") 37*".(1
- With Statutory Authorities - &.3% - &.3% Floating Rate Funds
- Commercial deposits - 73."" - *"."1 HDFC Mutual Fund 1& - - 7(,(",'7& 3&*(.'(
Advances recoverable in cash or kind for value to be (3(.*& - ()7."7 -
Nippon India Mutual Fund 1& 1),3","31 *1).*% (","&,1") 113".1(
received
GST credits/refundable )%)'.%3 - 3)&).3% - Target Maturity Index Funds
Balance with Statutory/Government Authorities )).(( - ().7" - Aditya Birla Sun Life Mutual Fund 1& (,'7,(%,&7' 333%.'' (,'7,(%,&7' 3111.3(
Other Advances - Prepaid Expenses )7*.'" - ))'.*% - Kotak Mahindra Mutual Fund 1,'',)1,3*' ((1).)7 1,'',)1,3*' (&*7.)"
1&
Other Receivables * %.)" - (.1" -
TOTAL 5308.81 145.33 4128.83 1159.86 Total of Current Investments 24701.72 37563.51
* Includes export incentive receivables Aggregate amount of quoted Investments - ()7&1.7( 37%*3.%1
Market Value
* All these investments have been made under “Direct Plan- Growth Option”.
8. INVENTORIES
(` in Lakhs)
10. TRADE RECEIVABLES
As at As at
(` in Lakhs)
(At lower of cost and net realisable value)
As at As at
Raw Materials including packing materials 3%"71.1( 3&(&&.%" 31st March, 2024 31st March, 2023
Work-in-Progress '(7.%" )'3.*(
Unsecured, considered good )*3'.%( )317."&
Finished Goods "&"1.'3 373%.1%
Stores and Spares *1".)% %&3.)3 (Refer Note 29)
TOTAL 45499.08 34932.78 TOTAL 4639.52 4317.80
The cost of inventories recognised as an expense (net) on account of write- down 1"".7' (1".7%
of inventory to net realisable value. Ageing Details
2023-24
9. CURRENT INVESTMENTS Outstanding for the following periods from the due date of payment
(` in Lakhs) Particulars Less than 6 6 months - 1 More than 3
Not due 1-2years 2-3 years Total
Face Value ` As at 31st March, 2024 As at 31st March, 2023 months year years
(Fully Paid) No. of units ` in Lakhs No. of units ` in Lakhs Undisputed - considered good )&"3.%7 )"(."% 73.1& - - - )*3'.%(
Quoted - at fair value through profit or loss Undisputed - which have significant - - - - - - -
Investment in Mutual Funds * increase in credit risk
Undisputed - credit impaired - - - - - - -
Liquid Funds Disputed - considered good - - - - - - -
Axis Mutual Fund 1&&& 1",*%' %&&.7% - - Disputed - which have significant - - - - - - -
HDFC Mutual Fund 1&&& ((,7&) 1&7*.'' - - increase in credit risk
ICICI Prudential Mutual Fund 1&& (,(),()7 "&1.)7 1,%&,1%" %&&.3& Disputed - credit impaired - - - - - - -
Kotak Mahindra Mutual Fund 1&&& (7,"1' 13%7.(' (1,''' 1&&&.*1 4083.57 482.85 73.10 - - 4639.52
Nippon India Mutual Fund 1&&& 1",(1' 1&7*.%* 1",17& 1&&&.*3
SBI Mutual Fund 1&&& **,31% (%&*.() ",%%* 3&1.)% 2022-23
Money Market Funds Outstanding for the following periods from the due date of payment
Aditya Birla Sun Life Mutual Fund 1&& 1,77,"3& *&*.&3 ',3',')" ('7(.&* Particulars Less than 6 6 months - 1 More than 3
Not due 1-2 years 2-3 years Total
HDFC Mutual Fund 1&&& 3),)*7 1"(*.7* )*,7(' ((''."7 months year years
ICICI Prudential Mutual Fund 1&& 7,*%,"3' (*7).%3 7,(1,)%) (33'.7) Undisputed - considered good 3*(*.'3 **3.)) (7.)3 - - - )317."&
Kotak Mahindra Mutual Fund 1&&& - - )%,)%& 173'.'7 Undisputed - which have significant - - - - - - -
Nippon India Mutual Fund 1&&& *3,*%& ()3(.(" 7',*&) ("(3.'* increase in credit risk
SBI Mutual Fund 1& (','1,'"( 1(1&.&& 7*,)&,)*1 ("7&.*( Undisputed - credit impaired - - - - - - -
Ultra Short Term Funds
Disputed - considered good - - - - - - -
Aditya Birla Sun Life Mutual Fund 1&& - - 7,"',*3( 3713.3(
Disputed - which have significant - - - - - - -
HDFC Mutual Fund 1& - - )3,11,'%1 %*%.1(
increase in credit risk
Disputed - credit impaired - - - - - - -
3626.93 663.44 27.43 - - - 4317.80
1"& ANNUAL REPORT 2023-24 1"1


11. CASH AND CASH EQUIVALENTS 14. TRADE PAYABLES
(` in Lakhs) (`in Lakhs)
As at As at As at As at
31st March 2024 31st March, 2023 31st March, 2024 31st March, 2023
Balances with Banks Payables for Goods and Services
- On Current Accounts ()3"."" ""1.)*
Total outstanding dues of micro enterprises and small enterprises 1(33.&( (*&.%7
Cash including cheques on-hand &.(% &.")
TOTAL 2439.13 882.30 Total outstanding dues of creditors other than micro enterprises and small enterprises 1&%'*.7% ')(&.1&
TOTAL 11829.77 9680.67
12. OTHER BANK BALANCES
(` in Lakhs) DUE TO MICRO ENTERPRISES AND SMALL ENTERPRISES (MSME)
As at As at a) Principal amount remaining unpaid 1(33.&( (*&.%7
Earmarked Balances b) Interest due remaining unpaid - -
- On Unclaimed Ordinary Dividend Account 1&7*.)1 1&'1.7( c) Interest paid, in terms of Section 16 of Micro, Small and Medium Enterprises - -
TOTAL 1076.41 1091.72 Development Act, 2006 along with the amount of the payment made beyond the
appointed day during the year
d) Interest due and payable for the period of delay in making payment - -
13. EQUITY SHARE CAPITAL
e) Interest accrued and remaining unpaid - -
(` in Lakhs)
As at 31st March, 2024 As at 31st March, 2023 f) Interest remaining due and payable even in the succeeding years, until such date when the - -
No. of Shares ` in Lakhs No. of Shares ` in Lakhs interest dues as above are actually paid to the small enterprises
Authorised
Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basis of information collected
Ordinary Shares of ` 10 each %,&&,&&,&&& %&&&.&& %,&&,&&,&&& %&&&.&&
by the Management.
Cumulative Redeemable Preference Shares of ` 100 each %&,&&,&&& %&&&.&& %&,&&,&&& %&&&.&&
10000.00 10000.00 Ageing Details
Issued and Subscribed 2023-24 (` in Lakhs)
Ordinary Shares of ` 10 each fully paid up 1,%),)1,'(& 1%)).1' 1,%),)1,'(& 1%)).1' Outstanding for the following periods from the due date of payment
Particulars Less than More than
There is no movement in number of Ordinary Shares during the current and preceding five years. 1 year 3 years
MSME 1(33.&( - - - - 1(33.&(
Others 7177.() 3'.%3 - - - 7(1*.77
No. of Shares No. of Shares Disputed dues - MSME - - - - - -
Name of the Shareholder % holding % holding
(in Lakhs) (in Lakhs) Disputed dues - Others - 17.(& 3.'% *".(& '%%.*% 1&)%.&&
Bright Star Investments Private Limited )&.&7 (%.'% )&.&7 (%.'% 8410.26 56.73 3.95 68.20 955.65 9494.79
The Raleigh Investment Company Limited 3*.(& (3.)% 3*.(& (3.)% Accrued Expenses (33).'"
Tobacco Manufacturers (India) Limited 1(.7' ".(" 1(.7' ".("
11829.77
SBI Mutual Funds Trustee Company Private Limited
A/c SBI Small Cap Fund 11.31 7.3( *.7( ).3%
HDFC Trustee Company Limited (holding in various 7.&( ).%) 1&.%1 *."1 2022-23
schemes) Outstanding for the following periods from the due date of payment
Particulars Less than More than
RIGHTS, PREFERENCES AND RESTRICTIONS ATTACHED TO ORDINARY SHARES 1 year 3 years
MSME (*&.%7 - - - - (*&.%7
The Company has only one class of Ordinary Shares outstanding, having a par value of ` 10 each, that rank pari passu in all respects including Others %&31.7" *&7.'3 - - - %*3'.71
voting rights and entitlement to dividend. Disputed dues - MSME - - - - - -
Disputed dues - Others - 3.'% *".(& )%.'" '&'.*7 1&(7."&
Details of Promoter shareholders of Ordinary Shares: (` in Lakhs)
% change % change 5292.35 611.88 68.20 45.98 909.67 6928.08
No. of No. of
Name of the Shareholder
Shares
% holding during the
Shares
% holding during the Accrued Expenses (7%(.%'
period period
9680.67
The Raleigh Investment Company Limited 3*,(&,)(& (3.)% - 3*,(&,)(& (3.)% -
Tobacco Manufacturers (India) Limited 1(,7",')( ".(" - 1(,7",')( ".(" -
Rothmans International Enterprises Limited **,%)& &.)3 **,%)& &.)3 -
TOTAL 49,65,902 32.16 - 49,65,902 32.16 -
1"( ANNUAL REPORT 2023-24 1"3


15. PROVISIONS 18. REVENUE FROM OPERATIONS
(` in Lakhs) (` in Lakhs)
As at As at For the year ended For the year ended
31st March, 2024 31st March, 2023 31st March, 2024 31st March, 2023
Non-Current Particulars in respect of sales
Provision for Employee Benefits Cigarettes* 13'1"%.') 13)1*".'3
Retirement and Other benefits (Refer Note 30) (1*).() (1%3.1& Unmanufactured Tobacco ))(37.1* 3(")'.11
TOTAL 2164.24 2153.10 183423.10 167018.04
Other Operating Income
Scrap Sales ("%.'" (&7.*'
16. OTHER FINANCIAL LIABILITIES Other receipts )&.') (%.1)
(` in Lakhs) TOTAL 183750.02 167250.87
As at As at * Net of trade promotions - ` 206.80 Lakhs (2023 - ` 425.51 Lakhs).
Current
Accrued Payroll (%11.1& (3%3.%%
19. OTHER INCOME
Unpaid/Unclaimed Dividends 1&7*.)1 1&'1.7( (` in Lakhs)
Security Deposits (.3& (.7& For the year ended For the year ended
Other Liabilities
Interest Income on:
- Others (including payable for property, plant and equipment, etc.) 1(31.*' 7'7.11 Financial assets carried at amortised cost (net) 1('1.'7 1('&.%&
TOTAL 4821.50 4245.08
Financial assets measured at FVTPL - )3'.*'
There is no amount due and outstanding to be credited to Investor Education and Protection Fund as at the year end. Loans and Deposits, etc. ).'% ).)(
Dividend Income from:
17. OTHER CURRENT LIABILITIES Equity Instruments measured at FVOCI *.7" %.3*
(` in Lakhs)
Other net gains and (losses) from:
As at As at
31st March, 2024 31st March, 2023 - sale of property, plant and equipment, etc. (*7.(" *.%3
Advances from Customers '%".7" ('*3.'& - financial assets measured at FVTPL (7*7.3( 3"''."%
Statutory Liabilities including tax related matters ()''%.1& (*31(.&) Gain on foreign exchange (Net) 13).11 177.71
TOTAL 25953.88 29275.94 Liabilities no longer required written back (refer note 17 (ii)) 33%7.3* 17%&.%(
Other non-operating Income 13&.1' *%.(7
(i) The Company has ongoing indirect tax and legal matters comprising of numerous cases/proceedings under various Central and State Acts
pending before various judicial forums. TOTAL 7959.96 7639.85
(ii) The Company has reviewed all its pending litigations and proceedings and believes that it has valid basis for appeals and intends to defend
all such pending disputes vigorously. However, pending disposal of such disputes, as a matter of prudence, it has adequately recognised 20. COST OF MATERIALS CONSUMED
a liability in the books wherever required and is reflected above under ‘Statutory Liabilities’ - ` 5282.91 Lakhs (2023: ` 9666.62 Lakhs) - refer (` in Lakhs)
note below. For the year ended For the year ended
(a) The State Governments introduce amensty scheme from time to time to settle disputed local tax matters by paying part of the tax 31st March, 2024 31st March, 2023
amount. Raw Materials Consumed *
Accordingly, the Company has opted for such scheme and settled its Entry Tax demand in the State of West Bengal and consequently Opening Stock 3&(&&.%" (3((1.%'
an amount of `1857.75 Lakhs (2023: Luxury Tax demand in the State of Telangana - `1750.52 Lakhs) has been written back. Purchases ")&"*.1" *"(&&.)&
(b) The Company has reassessed its liabilities relating to ongoing indirect tax disputes for earlier years. Based on finality reached in 114286.76 91421.99
matter(s), liability of `1499.61 Lakhs has been written back. Less: Closing Stock 3%"71.1( 3&(&&.%"
The above written back sums are disclosed under head “Other Income” in the Statement of Profit & Loss. TOTAL 78415.64 61221.41
(iii) Contingent liabilities where applicable are disclosed under note 25(a) of the financial statements. The above includes cost of unmanufactured tobacco sold - Value ` 38676.70 Lakhs (2023 - ` 28455.34 Lakhs).
* Includes Packing Material
1") ANNUAL REPORT 2023-24 1"%


21. CHANGES IN INVENTORIES OF FINISHED GOODS AND WORK-IN-PROGRESS (` in Lakhs)
(` in Lakhs) For the year ended For the year ended

31st March, 2024 31st March, 2023 (a) Payment to Auditors
(a) (Increase)/Decrease in Finished Goods Audit fees )&.&& )&.&&
Opening Stock 373%.1% %&'(.&) Fees for audit related services, Limited Reviews, etc. ".&& ".&&
Closing Stock "&"1.'3 373%.1% Fees for certification 1.%& %.(%
(4346.78) 1356.89 Reimbursement of expenses %.*% 3.1'
(b) Increase/(Decrease) in Excise Duties on Finished Goods 1849.15 (622.30) 55.15 56.44
(c) (Increase)/Decrease in Work-in-Progress (b) Corporate Social Responsibility (CSR)
Opening Stock )'3.*( As per Section 135 of the Companies Act, 2013, the Company is required to spend at least
*3).1'
2% of its average net profit for the immediately preceding three years on CSR activities. The
Closing Stock '(7.%" )'3.*( funds were primarily allocated to a corpus and utilised through the year on activities which
(433.96) 140.57 are specified in Schedule VII of the Companies Act, 2013:
TOTAL (2931.59) 875.16 (i) Gross amount required to be spent by the Company during the year "(".*" "(&."'
(ii) Amount approved by the Board to be spent during the year "(".*" "(&."'
(iii) Amount spent during the year on:
22. EMPLOYEE BENEFITS EXPENSES
(1) On Construction/Acquisition of any asset - -
(` in Lakhs)
(2) For purposes other than (1) above (Revenue account) "(".*" %71.3)
31st March, 2024 31st March, 2023 828.68 571.34
Salaries and wages 1137".*) 1&*17.1& (iv) (Shortfall)/Excess at the end of the year* - (()'.%%)
Contribution to Provident and other funds 73(.)( *3).'* (v) Total of previous years shortfall - -
Share based payment to employees (refer note 31) 1"1.)" 1)3.)7 (vi) Details of related party transactions NA NA
Staff welfare expenses 7&3.%" *37.(1 (vii) Reason for shortfall NA ongoing projects
TOTAL 12996.12 12032.74 (viii) Nature of CSR activities Promotion of education,
health & sanitation, eradicating
hunger & malnutrition, women
23. OTHER EXPENSES empowerment, animal welfare &
(` in Lakhs)
environmental sustainability
(ix) Where a provision is made with respect to a liability incurred by entering into a NA NA
contractual obligation, the movement in the provision during the year
Insurance 3'1.&3 37*.*% * The unspent amount on ongoing projects was transferred to unspent CSR account on 19th April, 2023, in accordance with the Companies
Act, 2013 read with CSR Amendment Rule. Accordingly, In the current year ` 249.55 Lakhs has been spent from unspent CSR Account on
Consumption of Stores and Spares 117'.'7 1%(%.%1 completion of the concerned project.
Power and Fuel *'7.37 *%7.7)
Rent )*).() )3).'3 24. EARNINGS PER SHARE
Repairs and Maintenance )&).*1 ("*.1% (` in Lakhs)
Rates and Taxes ").(( 77.&) For the year ended For the year ended
Distribution Expenses 333.)( "3'.'3 31st March, 2024 31st March, 2023
Advertisement/Sales Promotion Expenses )(%%.*3 ()17."3 Earnings per Share is computed as under:
Outward Freight (&73.1) (1%3.(( (a) Profit for the year (` in Lakhs) 3&1%*.%( 3(*'".("
Consultancy and Professional Expenses 13'7.)( 13"%.(" (b) Weighted average number of Ordinary Shares 1,%),)1,'(& 1,%),)1,'(&
Travelling and Conveyance Expenses 1*%&.1* 1%1(.*7 (c) Basic Earnings Per Share (Face Value per Share - ` 10) ` 1'%.(' (11.7%
Contract Manufacturing Charges %73.)) )"%.3* (d) Diluted Earnings Per Share (Face Value per Share - ` 10) ` 1'%.(' (11.7%
Miscellaneous 33'".77 3377.%&
Payment to Auditors (see note (a) below) %%.1% %*.))
Corporate Social Responsibility (see note (b) below) "(".*" "(&."'
Non-Executive Directors’ Sitting Fees, Remuneration & Commission )%'."& )3".)&
TOTAL 18247.05 16845.54
1"* ANNUAL REPORT 2023-24 1"7


25. CONTINGENT LIABILITIES, COMMITMENTS AND GUARANTEES 28. RELATED PARTIES AND TRANSACTIONS WITH THEM DURING THE YEAR
(a) Contingent Liabilities (` in Lakhs)
(i) Claims against the Company not acknowledged as debts ` 628.20 Lakhs (2023 - ` 647.03 Lakhs) These Comprise -
Excise duty, service tax and customs duty matters ` 123.95 Lakhs (2023 - ` 142.78 Lakhs) (a) Promoter entity and entity having shareholding of 20% or more
Other matters including employees/ex-employees, etc.` 504.25 Lakhs (2023 - ` 504.25 Lakhs). (i) Promoter entities
(ii) In addition to the above, the Company is subject to certain other litigations, in the ordinary course of business and the British American Tobacco Group
industry in which it operates in, which are pending.
• The Raleigh Investment Company Limited
(iii) It is not practicable for the Company to estimate the closure of these issues and the consequential timings of cash outflows • Tobacco Manufacturers (India) Limited
and estimate of financial effect, if any, in respect of the above as its determinable only on occurrence of uncertain future
events/receipt of judgements pending at various forums. • Rothmans International Enterprises Limited
(b) Commitments Dividend Paid 7))"."% *'%(.(*
Estimated amount of contracts remaining to be executed on Capital Account, net of advances (not provided for) - ` 1915.18 Lakhs (ii) Entities having shareholding of 20% or more including Person Acting in Concert (PAC)
(2023 - ` 9480.70 Lakhs). Bright Star Investments Private Limited
(c) Disclosure under Section 186(4) of the Companies Act, 2013 Derive Trading and Resorts Private Limited
Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013, as Damani Estates & Finance Private Limited
applicable are provided in Notes 3, 4 and 9.
Gulmohar Private Beneficiary Trust
Karnikar Private Beneficiary Trust
26. FUTURE LEASE OBLIGATIONS
The Company has entered into various short-term and low value operating lease agreements and the amounts paid under such Bottle Palm Private Beneficiary Trust
Royal Palm Private Beneficiary Trust
agreements have been charged to revenue as Rent under Note 23. All these agreements are cancellable in nature.
Mountain Glory Private Beneficiary Trust
Derive Investments
27. SEGMENT REPORTING
The Chief Operating Decision-Maker (CODM) has been identified as Management Committee which evaluates the Company’s Radhakishan Shivkishan Damani
performance and allocates resources at an overall level considering the business and industry it operates in. Accordingly, the Gopikishan Shivkishan Damani
Company’s business activity primarily falls within a single operating segment viz. Tobacco and related products. Therefore, the Dividend Paid 7*(1.'3 7113."&
disclosures as per Ind AS 108 - ‘Operating Segments’ is not applicable.
(b) Remuneration to Non- Executive Directors and Key Managerial Personnel
Geographical segments considered for disclosure mainly consists of sales within India and sales outside India, information in
respect thereof is as under: (i) Non-Executive Directors
Mr. Naresh Kumar Sethi
Mr. S. Thirumalai
(` in Lakhs)
Ms. Rama Bijapurkar
31st March, 2024 31st March, 2023 Mr. Sudeep Bandyopadhyay
a) Sales within India 1%%"('.71 1%&(*1.37 Mr. Rajeev Gulati
b) Sales outside India (7%'3.3' 1*7%*.*7 Dividend Paid &.&) &.&)
183423.10 167018.04 Remuneration & Commission 37*.&& 3*".&&
Sitting fees "3."& 7&.)&
The entire activity pertaining to sales outside India is carried out from India, hence all segment assets are considered entirely to be (ii) Executive Directors
in India. Mr. Aditya Deb Gooptu, Managing Director
Remuneration:
- Short-term benefits )1".&1 3"(.13
- other remuneration 1*."" 1%.*(
- Share based payment %(.1( *1.)"
1"" ANNUAL REPORT 2023-24 1"'


(` in Lakhs) 29. FINANCIAL INSTRUMENTS AND RELATED DISCLOSURES
31st March, 2024 31st March, 2023 A CAPITAL MANAGEMENT
(iii) Other Key Managerial Personnel The Company’s financial strategy aims to provide adequate capital to its business for growth on a going concern basis thereby
Mr. Anish Gupta, Chief Financial Officer creating sustainable stakeholder value. The Company funds its operations mainly through internal accruals.
Mr. Phani K Mangipudi, Company Secretary B CATEGORIES OF FINANCIAL INSTRUMENTS - FAIR VALUE MEASUREMENT AND FAIR VALUE
Remuneration: HIERARCHY
The fair value of the financial assets and liabilities is defined as the price that would be received to sell an asset or paid to transfer
- Short-term benefits (*%.37 ((%."1 a liability in an orderly transaction between market participants at the measurement date. Methods and assumptions used to
- other remuneration 1).3* 13.31 estimate the fair value are consistent with those used for the earlier period.
- Share based payment ('."& 3%.1) Financial assets and liabilities are measured at fair value as at Balance Sheet date as under:
Dividend Paid # i) The fair value of investment in government securities and quoted investment in equity shares are based on the current bid
price of respective investments as at the Balance Sheet date.
#Amount is negligible. ii) The fair value of investments in mutual fund units is based on the net asset value (‘NAV’) as stated by the issuers of these
mutual fund units in their published statements as at Balance Sheet date. NAV represents the price at which the issuer will
Note:
issue further units of mutual fund as well as the price at which issuers will redeem such units for the investors.
Liability for Gratuity, Leave encashment and Group Health Premiums are provided on acturial valuation basis by an independent valuer
iii) The fair values of the derivative financial instruments has been determined using valuation techniques with market observable
separately for the Company as a whole. Accordingly, amounts pertaining to key managerial personnel are not included.
inputs such as foreign exchange spot rates and forward rates as at end of reporting period, interest yield curves, volatility,
Terms and Conditions of transactions with related parties etc., as applicable.
All Related Party Transactions entered during the year were in the ordinary course of the business and at arm’s length basis.
iv) Cash and cash equivalents (except for investments in units of mutual fund), other bank balances, trade receivables, trade
Remuneration to directors and key executives is determined by the Nomination and Remuneration Committee of the Board having payables and other current financial assets and liabilities (except derivative financial instruments), have fair value that
regard to individual performance and market trends. approximates to their carrying amount due to their short-term nature.
Fair value of the financial instruments have been classified into various fair value hierarchies respective three levels as under:
Level 1 - Quoted prices for identical assets or liabilities in an active market.
Level 2 - Directly or indirectly observable market inputs, other than Level 1 inputs; and
Level 3 - Inputs for the assets or liabilities that are not based on observable market data (unobservable inputs).
If one or more of the significant inputs is not based on observable market data, the fair value is determined using generally
accepted pricing model based on a discounted cash flow analysis, with the most significant input being the discount rate that
reflects the credit risk of the counterparty.
The following table shows the carrying amount and fair value of financial assets and liabilities, including their levels in the fair value
hierarchy:
(` in Lakhs)
Fair Value As at 31st March, 2024 As at 31st March, 2023
Particulars Note Hierarchy
(Level) Carrying Value Fair Value Carrying Value Fair Value
FINANCIAL ASSETS
Measured at Fair value through OCI
i) Equity Instruments incl. equity 3 Level 1 (77.'' (77.'' (7"."1 (7"."1
schemes of Mutual Funds
ii) Equity Instruments 3 Level 3 13.') 13.') 13.') 13.')
Sub-total 291.93 291.93 292.75 292.75
Measured at Fair value through
Profit and Loss
i) Investment in Mutual Funds 9 Level 1 ()7&1.7( ()7&1.7( 37%*3.%1 37%*3.%1
Sub-total 24701.72 24701.72 37563.51 37563.51
Derivatives measured at fair value
i) Foreign exchange 5 Level 2 1&.%% 1&.%% 1%."1 1%."1
forward contracts
Sub-total 10.55 10.55 15.81 15.81
1'& ANNUAL REPORT 2023-24 1'1


(` in Lakhs) Market Risk
Fair Value As at 31st March, 2024 As at 31st March, 2023 The Company does not trade in equity instruments; it continues to hold certain investments in equity for
Particulars Note Hierarchy
(Level) Carrying Value Fair Value Carrying Value Fair Value long-+term value accretion which are measured at fair value through Other Comprehensive Income. The value of
Measured at amortised cost investment in such equity instruments as at 31st March, (&() is ` ('1.'3 Lakhs ((&(3 - ` ('(.7% Lakhs).
i) Investments in Government 3 Level 1 1'71'.%) 1'3(&.71 1'"7'.3& 1'37)."1
Securities The Company’s investments are predominantly held in fixed deposits and debt schemes of mutual funds. The
ii) Loans 4 - %.&7 %.&7 %.33 %.33 decision-making is centralised and administered under a set of approved policies and procedures guided by the
iii) Other Financial Assets 5 - (7&.*& (7&.*& (*(.3' (*(.3' principles of safety, liquidity and returns. This ensures that investments are only made within acceptable risk
iv) Trade receivables 10 - )*3'.%( )*3'.%( )317."& )317."& parameters after due evaluation.
v) Cash and cash equivalents 11 - ()3'.13 ()3'.13 ""(.3& ""(.3&
vi) Other bank balances 12 - 1&7*.)1 1&7*.)1 1&'1.7( 1&'1.7( Fixed deposits are held with highly rated banks and companies and have a short to medium tenure and accordingly,
Sub-total 28150.27 27751.44 26438.84 25934.35 are not subject to interest rate volatility. Investment in debt schemes of mutual funds are susceptible to market
Total financial assets 53154.47 52755.64 64310.91 63806.42
price risk that arise mainly from change in interest rate from time to time which may impact the return and
(` in Lakhs) value of such investments. However, given the relatively short tenure of the underlying portfolio of such mutual
Fair Value As at 31st March, 2024 As at 31st March, 2023 fund schemes in which the Company has invested, such price risk is not significant. Investment in Government
Particulars Note Hierarchy Securities are primarily fixed rate interest bearing investments. Hence, the Company is not significantly exposed
(Level) Carrying Value Fair Value Carrying Value Fair Value
to interest rate risk.
FINANCIAL LIABILITIES
Measured at amortised cost As the Company is debt-free and its liabilities do not carry interest, the exposure to interest rate risk from the
i) Trade Payables 14 - 11"('.77 11"('.77 '*"&.*7 '*"&.*7 perspective of Financial Liabilities is negligible.
ii) Other financial liabilities 16 - )"(1.%& )"(1.%& )()%.&" )()%.&"
Total financial liabilities 16651.27 16651.27 13925.75 13925.75 Credit Risk
There were no significant changes in the classification and no significant movements between the fair value Credit risk is the risk of financial loss to the Company if a customer or counter-party fails to meet its contractual
hierarchy classifications of assets and liabilities during current financial year. obligations. The Company’s customer base is large and diverse and credit is extended in business interest in
accordance with well laid out guidelines issued centrally. Exceptions, if any, are approved by appropriate authority
C FINANCIAL RISK MANAGEMENT OBJECTIVES after due consideration of the customers credentials and financial capacity, trade practices and prevailing
business and economic conditions. Our historic experience of collecting receivables is high and accordingly, the
The Company’s risk management framework anchored in its policies and procedures and internal financial
credit risk is low. Hence, all trade receivables together are considered to be a single class of financial assets. The
controls aim to ensure that the Company’s business activities that are exposed to a variety of financial risks
value of Trade Receivables as at 31st March, (&() is ` )*3'.%( Lakhs ((&(3 - ` )317."& Lakhs)
namely liquidity risk, market risks, credit risk and foreign currency risk are identified at an early stage and
managed within acceptable and approved risk parameters in a disciplined and consistent manner and in Further, the Company maintains exposure in cash and cash equivalents, term deposits with banks, government
compliance with applicable regulations. securities, debt schemes of mutual funds and derivative instruments with financial institution. The Company has
set counter-parties limits based on multiple factors including credentials, financial capacity, credit rating, etc.
Liquidity Risk The Company’s credit period generally ranges from &-1"& days. The Company’s maximum exposure to credit
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they become risk as at 31st March, (&() and 31st March, (&(3 is the carrying value of each class of financial assets.
due. Cash flow from operating activities provides the funds to service the financial liabilities on a day-to-day
basis. The Company’s approach in managing liquidity is to ensure that it will have sufficient funds to meet its Foreign Currency Risk
liabilities when due without incurring any unacceptable losses. In doing this, Management considers both The Company undertakes transactions denominated in foreign currency (mainly US Dollar, Euro and Pound
normal and stressed conditions. The Company maintained a cautious liquidity strategy, with a positive cash Sterling) which are subject to the risk of exchange rate fluctuations. Financial assets and liabilities denominated
balance throughout the year ended 31st March, (&() and 31st March, (&(3. in foreign currency, arising out of such transactions, are also subject to reinstatement risk.
On the reporting date, the Company’s Current assets (excluding Asset held for sale) aggregate to ` "3')7.)) The Company has an established risk management policy to hedge the volatility arising from exchange rate
Lakhs ((&(3 - ` "31'*.7* Lakhs) including Current investments, Cash and cash equivalents and Other bank fluctuation in respect of firm commitments and highly probable forecast transactions, through foreign exchange
balances of ` ("(17.(* Lakhs ((&(3 - ` 3'%37.%3 Lakhs) against an aggregate Non-Current liabilities of forward contracts. The proportion of forecast transactions that are to be hedged is decided based on the size
` (1*).() Lakhs ((&(3 - ` (1%3.1& Lakhs) and Current liabilities of ` ))*&3.33 Lakhs ((&(3 - ` )%()(.*1 of the forecasted transaction and market conditions. As the counterparty for such transactions are Scheduled
Lakhs) and also there are no difference in value as per contracts and its carrying value as at the Balance banks, the risk of their non-performance is considered to be insignificant. The use of these foreign exchange
Sheet date and are due within a year. Further, the Company’s total equity stood at ` 1(%()1.37 Lakhs ((&(3 forward contracts are intended to reduce the risk or cost to the Company and are not intended for trading or
- ` 117'*'.7" Lakhs). Accordingly, liquidity risk or the risk that the Company may not be able to settle its speculation purpose.
dues as they become due does not exist. This excludes the potential impact of extreme circumstances that
cannot be reasonably predicted, such as natural disasters.
1'( ANNUAL REPORT 2023-24 1'3


The information on such Derivative Instruments is as follows: General Risk Assessment
Forward exchange contracts designated under Hedge Accounting that were outstanding on respective (i) The Company, to the extent possible, has considered the risks that may result from the uncertainties and its
reporting dates: impact on the carrying amounts of trade receivables, investments, financial instruments and effectiveness
of its hedges. Based on the Company’s analysis of the current indicators of the future economic condition on
(` in Lakhs) its business and the estimates used in its financial statements,+the Company does not foresee any material
As at 31st March, 2024 As at 31st March, 2023 impact in the recoverability of the carrying value of the assets. The risk assessment is a continuous process
Currency Pair Currency
Buy Sell Buy Sell and the Company will continue to monitor the impact of the changes in future economic conditions on
USD/INR ` - )(1).%% - )1*7.'' its business.
The aforesaid hedges have a maturity of less than 1 year as on respective reporting dates. (ii) Code on Social Security 2020 - Update
The carrying amount of foreign currency denominated financial assets and liabilities, are as follows: The Indian parliament has passed and approved the Code on Social Security (&(&, however, the effective
date of the code and complete clarity on the rules/interpretations are still awaited. The Company will
` in Lakhs evaluate the subject rules once they are notified and recognise the consequent impact, if any, in its financial
As at 31st March, 2024 As at 31st March, 2023 statements in the period in which, the Code becomes effective.
Currency Pair Currency
Assets Liabilities Assets Liabilities (iii) Satisfaction of Charges
USD/INR ` )3"*.'3 1((.(7 (1"".7( ((.*)
EUR/INR ` - 11*1.3* - (%3.((
The Company has no outstanding borrowing amount since year (&&% and accordingly appropriate form for
GBP/INR - &.'' satisfaction of charges was filed on time before Registrar of Companies, Hyderabad and the Company has
` - -
been continuously pursuing with the authorities to reflect the same on their website.
CHF/INR ` - &."& - -
Hedges of foreign currency risk and derivative financial instrument 30. EMPLOYEE BENEFIT PLANS
Foreign exchange forward contracts that are designated as cash flow hedges and qualify for hedge accounting Employee Retirement Benefit Plans of the Company include Provident fund, Retirement Allowances,
are fair valued at each reporting date and the resultant gain or loss is recognised in Other Comprehensive Gratuity, Pension and Leave Encashment. These plans expose the Company to a number of actuarial risks
Income under ‘Cash Flow Hedge’ in Equity to the extent considered highly effective and are reclassified into the such as investment risk, interest rate risk, longevity risk and inflation risk. The Company has developed
Statement of Profit and Loss upon occurrence of the hedged transactions. Gain or loss on derivative instruments policy guidelines within the applicable statutory framework, for allocation of assets to different classes with
that are either not designated as cash flow hedges or designated as cash flow hedges to the extent considered the objective of maintaining the right balance between risks and long-term returns. Further, investments
ineffective is recognised in the Statement of Profit and Loss. are well diversified, such that the failure of any single investment would not have a material impact on the
overall level of assets.
The movement in the cash flow hedging reserve in respect of designated cash flow hedges is summarised below:
(` in Lakhs)
Description of Plans
Particulars 2024 2023
(i) Provident Fund
At the beginning of the year 11."3 1).'3
Add: Changes in the fair value of effective portion of matured cash flow hedges during the year 3.&& Eligible employees of the Company receive benefits under the Provident Fund which are defined
(13%.*1)
Add: Changes in the fair value of effective portion of outstanding cash flow hedges as at year end 1&.%% contribution/benefit plans wherein both the Company and the employees make monthly contributions
1%."1
equal to a specified percentage of the covered employees’ salary. These contributions are made to the
Less: Amounts transferred to the statement of profit and loss on occurrence of transaction during 1"."1 (11%.**)
the year Funds administered and managed by the Govt. of India/Company’s own Trust. The Company’s own
(Less)/Add: Deferred tax 1.33 1.&) trust plan envisages guarantee of interest at the rate notified by the Provident Fund authority. The
At the end of the year 7.90 11.83 Company’s contributions along with interest shortfall, if any, are charged to revenue in the year they are
incurred. Expenditure for the year amounted to ` 3%*.7) Lakhs ( (&(3 - ` 33".&& Lakhs).
Foreign Currency Sensitivity
A 1% strengthening of the ` against key currencies to which the Company is exposed (net of hedges) would have
led to the profit before tax for the year ended 31st March, (&() to be lower by ` 31.&( Lakhs ((&(3 - ` 1'.13 Lakhs)
and total equity (pre-tax) as at 31st March, (&() would change by ` 31.&( Lakhs ((&(3 - ` 1'.13 Lakhs).
A 1% weakening of the ` against these currencies would have led to an equal but opposite effect.
1') ANNUAL REPORT 2023-24 1'%


Major Category of Plan Assets as a % of the Total Plan Assets of the Company’s Own Provident Fund Trust: (` in Lakhs)
2024 2023 Particulars
Gratuity Pension Gratuity Pension
Central Government Securities (%) 7." 1&.(
A Components of Employer Expense
State Government Securities (%) %1.) )'.)
Recognised in the Statement of Profit and Loss
High Quality Corporate Bonds (%) 3).* 3).'
i) Current Service Cost (%'."* %.37 1").%7 *.%3
Equity Instruments (%) %.7 %.)
ii) Past Service Cost - - - -
Cash and cash equivalent (%) &.% &.1
iii) Net Interest Cost ().1%) (&.)') (1)."() &.('
iv) Total expense recognised in the Statement of 255.71 4.88 169.75 6.82
(ii) Retirement Allowance Profit and Loss
The Company has an unfunded defined benefit retirement allowance scheme for its employees in the Remeasurements recognised in Other
Comprehensive Income
workmen category. Liability with regard to such scheme is determined on actuarial valuation performed
v) Return on plan assets (excluding amounts (*.1") (&.17) (17.*1) (&.(")
by an independent actuary at each balance sheet date using projected unit credit method and charged included in Net interest cost)
to revenue in the period determined - ` 3"*."7 Lakhs; ((&(3-` 33*." Lakhs). Consequently, Liability vi) Effect of changes in demographic assumptions - - - -
recognised in the Balance sheet as at 31st March, (&() ` ()71.%3 Lakhs; ((&(3-` (3*3.'( Lakhs) including vii) Effect of changes in financial assumptions - - (7(.3") (1.3")
` 31".(( Lakhs ((&(3 - ` ((1.1" Lakhs) payable within 1( months shown under ‘Accrued Payroll’. viii) Changes in asset ceiling (excluding interest - - - -
income)
(iii) Gratuity ix) Effect of experience adjustments (113.*&) (3.)1) **.*& (1*.1()
x) Total remeasurements included in Other (119.78) (3.58) (23.39) (17.78)
In accordance with ‘the Payment of Gratuity Act, 1'7(’ of India, the Company provides for gratuity, a Comprehensive Income
defined retirement benefit plan ( the ‘Gratuity Plan’) covering eligible employees. Liabilities with regard xi) Total defined benefit cost recognised in 135.93 1.30 146.36 (10.96)
to such Gratuity Plan are determined on actuarial valuation performed by an independent actuary at the Statement of Profit and Loss and Other
each balance sheet date using projected unit credit method and are charged to revenue in the period Comprehensive Income (iv+x)
The current service cost and net interest cost for the year pertaining to Pension and Gratuity expenses have been recognised in
determined. The Gratuity Plan is a funded Plan administered by Company’s own Trust which has “Contribution to Provident and other funds” under Note 22. The remeasurements of the net defined benefit liability are included
subscribed to “ Group Gratuity Scheme” of Life Insurance Corporation of India. in Other Comprehensive Income.
B Net Asset/(Liability) recognised in Balance Sheet
(iv) Pension Fund i) Present value of Defined Benefit Obligation )1*(.'3 '1."' )(31.'3 ").('
The Company has a defined contribution pension scheme to provide pension to the eligible employees . ii) Fair Value of Plan Assets )1%(.&& '3.'& )((1.%7 "7.*&
The Company makes monthly contributions equal to a specified percentage of the covered employees’ iii) Status [Surplus/(Deficit)] (1&.'3) (.&1 (1&.3*) 3.31
salary to a notified pension scheme under National Pension Scheme of the Government of India. The C Changes in Defined Benefit Obligation (DBO)
Company’s contributions are charged to revenue in the period they are incurred -` 113.(* Lakhs ( i) Present value of DBO at the beginning of the year )(31.'3 ").(' )(%&.%" 1&).1%
(&(3+-` 117."7 Lakhs). ii) Current Service Cost (%'."* %.37 1").%7 *.%3
In addition to the above, the Company has a funded defined benefit pension scheme for its employees iii) Past Service Cost - - - -
in the workmen category. Liability with regard to such defined benefit plan are determined on actuarial iv) Interest Cost ("".%% *.&' ("&."& *.7)
valuation performed by an independent actuary at each balance sheet date using projected unit v) Remeasurement (gains)/losses:
credit method and are charged to revenue in the period determined. This plan is administered by the Effect of changes in demographic assumptions - - - -
Company’s own Trust which has subscribed to “Group Pension Scheme “ of Life Insurance Corporation Effect of changes in financial assumptions - - (7(.3") (1.3")
of India. Changes in asset ceiling (excluding interest - - - -
income)
(v) Leave Encashment Effect of experience adjustments (113.*&) (3.)1) **.*& (1*.1()
vi) Curtailment Cost/(Credits) - - - -
The Company has a leave encashment scheme whereunder, leaves are both accumulating and non-
vii) Settlement Cost/(Credits) - - - -
accumulating in nature. The expected cost of accumulating leaves expected to be paid/availed as a
viii) Benefits paid (%&3."1) (&.)%) ()7".()) (1%.*3)
result of the unused entitlement that has accumulated as at the balance sheet date is determined on
actuarial valuation performed by an independent actuary at each balance sheet date using projected
unit credit method and are charged to revenue in the period determined. The Scheme is fully funded by
way of subscription to the “Leave Encashment’ of Life Insurance Corporation of India.
Compensation, if any, for non-accumulating leaves is charged to revenue in the period in which the
absences occurs.
1'* ANNUAL REPORT 2023-24 1'7


(` in Lakhs) (` in Lakhs)
As at 31st March, 2024 As at 31st March, 2023 DBO as at DBO as at
Particulars 31st March, 2024 31st March, 2023
Gratuity Pension Gratuity Pension
ix) Present value of DBO at the end of the year 4162.93 91.89 4231.93 84.29 1. Discount Rate + 100 basis points )&13.31 )&)%.1*
D Change in Fair Value of Assets 2. Discount Rate - 100 basis points )%3&.'* )*(7.""
i) Plan Assets at the beginning of the year )((1.%7 "7.*& )(().*" '*.%& 3. Salary Increase Rate + 1% ))'&."' ))3(.'3
ii) Interest Income ('(.7& *.%" ('%.*( *.)% 4. Salary Increase Rate - 1% )&)1.*( )(&1.")
iii) Remeasurement gains/(losses) on plan assets *.1" &.17 17.*1 &.(" Maturity Analysis of the Benefit Payments
iv) Actual Company Contributions 13%.3* - 1*1.'& - Year 1 (7'.%" )7&.')
v) Benefits paid (%&3."1) (&.)%) ()7".()) (1%.*3) Year 2 "'%.*" *"*.)"
vi) Plan Assets at the end of the year 4152.00 93.90 4221.57 87.60 Year 3 *7%.1( %73.'(
E Estimate of Employers’ Expected Contribution for 3%.&% 1*.%& 117.&7 1".(" Year 4 )"7."% )%".&7
the next year Year 5 3"1.1" 311."%
F Actuarial Assumptions Next 5 Years 1"3%."' 1)(%.71
i) Discount Rate (%) 7.(% 7.(% 7.(% 7.(%
ii) Expected Return on Plan Assets (%) 7.(% 7.(% 7.(% 7.(% 31. EMPLOYEE SHARE-BASED PAYMENT
(a) Information in respect of Options granted under the Company’s Employee Stock Option Scheme (‘Scheme”)
The estimates of future salary increases between *% - '%, considered in actuarial valuations take account
of inflation, seniority, promotion and other relevant factors such as supply and demand factors in the S. No. VST Employees Stock Option Scheme - 2020
employment market. 1 Date of Shareholders’ approval 5th February, 2021
2 Total number of Options approved Options equivalent to 7,70,000 Ordinary Shares of ` 10.00 each.
under the Scheme
G Investment details of the Plan Assets 3 Vesting Schedule The vesting period for conversion of Options is as follows:
In the absence of detailed information regarding plan assets which are funded with Life Insurance Corporation On completion of 12 months from the date of grant of the Options: 30% vests
of India, the composition of each major category of plan assets, the percentage or amount of each category On completion of 24 months from the date of grant of the Options: 30% vests
to the fair value of plan assets is not disclosed.
On completion of 36 months from the date of grant of the Options: 40% vests
4 Pricing Formulae The Pricing Formula, as approved by the Shareholders of the Company, is such price, as
H Basis used to determine the Expected Rate of Return on Plan Assets determined by the Nomination & Remuneration Committee (NRC). Currently, NRC has
envisaged grant of share option to eligible employees at ‘market price’ as defined from
The expected rate of return on plan assets is based on the current portfolio of assets, investment strategy time to time under the Securities and Exchange Board of India (Share-Based Employee
and market scenario. In order to protect the capital and optimise returns within acceptable risk parameters, Benefits) Regulations, 2014.
the plan assets are well diversified. 5 Maximum term of Options granted 4 years from the date of vesting
6 Source of Shares Secondary Market
7 Variation in terms of Options None
I Sensitivity Analysis
8 Method used for accounting of share- The employee compensation cost has been calculated at fair value using Black Schole’s
The Sensitivity Analysis below has been determined based on reasonably possible change of the respective based payment plans option pricing model after applying the following key assumptions on a weighted
assumptions occurring at the end of the reporting period, while holding all other assumptions constant. average basis.
Date of Grant 26th April, 2022 27th April, 2021
These sensitivities show the hypothetical impact of a change in each of the listed assumptions in isolation.
No. of options granted * 3%&*& 31%&&
While each of these sensitivities holds all other assumptions constant, in practice such assumptions rarely
change in isolation and the asset value changes may offset the impact to some extent. For presenting the Exercise Price per option - ` 31'".&& 331".*%
sensitivities, the present value of the Defined Benefit Obligation has been calculated using the projected Expected volaitility (%.%)% - (*.*7% (".33% - ('.&7%
unit credit method at the end of the reporting period, which is the same as that applied in calculating the Risk-free interest rate %.73% - *.1*% ).7&% - %.1*%
Defined Benefit Obligation presented above. There was no change in the methods and assumptions used in Weighted average fair value per option - ` %''.3) ***.)'
the preparation of the Sensitivity Analysis from previous year. Expected volatility: Volatility was calculated using standard deviation of daily change in
historic stock price.
Expected option life: The expected option life for each tranche shall be different
depending on its vesting period and contractual term. Accordingly, the expected option
life is calculated as (Year of Vesting + Contractual Option Term)/2
Risk-free interest rate: Zero coupon sovereign bond yields were utilised with maturity
equal to expected term of the option.
* This includes 34,860 options granted to key managerial personnel.
1'" ANNUAL REPORT 2023-24 1''


Information in respect of Options granted under the Company’s Employee Stock Option Scheme (‘Scheme”) 32. RATIOS
S. No. VST Employees Stock Option Scheme - 2020 S.No. Particulars Numerator Denominator 31st March, 2024 31st March, 2023
9 Movement in options granted Weighted average 1 Current Ratio (in times) Current Assets* Current Liabilities 1.' 1."
Weighted average
Range of fair remaining
No. of options fair value per 2 Debt-Equity Ratio (in times) Not Applicable
Particulars value per option ` contractual life
option ` Debt Service Coverage Ratio
(years) 3 Not Applicable
2023-24 (in times)
Outstanding at the beginning of the year %7((& %%%.11 - 71*."1 *('.(7 ).73 4 Return on Equity (%) Profit for the year Average Equity ()." ('.&
Granted during the year - - - Inventory Turnover Ratio Cost of materials
5 Average Inventory 1.' 1.'
Cancelled during the year - - - (in times) consumed
Expired during the year - - - Trade Receivables Turnover
6 Sales (on credit) Average Trade Receivables '.' ".*
Exercised during the year - - - Ratio (in times)
Outstanding at the end of the year %7((& %%%.11 - 71*."1 *('.(7 ).73 Trade Payables Turnover
7 Purchases Average Trade Payables 7." *."
Vested and exercisable at the end of the year ()"1* %%%.11 - **7.7& *&1.'" (.7* Ratio (in times)
Net capital Turnover Ratio
2022-23 8 Sales Working Capital * ).7 ).)
(in times)
Outstanding at the beginning of the year ("%&& %').%* - 71*."1 ***.)' %.1" (Total Current Assets less Total
Granted during the year 3%&*& %%%.11 - *)&.17 %''.3) *.1& Current Liabilities)
Cancelled during the year *3)& %%%.11 - 71*."1 *31.11 9 Net Profit Ratio (%) Profit for the year Sales 1*.) 1'.*
Expired during the year Return on Capital employed
- - - 10 Profit before tax Capital Employed 31.' 3*.'
(%)
Exercised during the year - - - (Net worth less Deferred tax
Outstanding at the end of the year %7((& %%%.11 - 71*."1 *('.(7 ).73 Assets)
Vested and exercisable at the end of the year 7*%& %').%* ***.)' 3.&" Income from Time Weighted Average
11 Return on Investments (%) 7.& %.7
Investments Investments
For the year ended 31st March (&(), the Company has accounted expense of ` "7.77 Lakhs ((&(3-` 1)3.)7 * for computation of ratio, Asset held for sale has been excluded from Current Assets.
Lakhs) as employee benefit expenses (see note (() on the aforesaid employee stock option plan. The balance in
share-based payment reserve account is ` 33&.3% Lakhs as of 31st March, (&() ((&(3 - ` ()(.%" Lakhs). The accompanying notes 1 to 32 form an integral part of the Financial Statements.
(b) Information in respect of Options granted under the Company’s Employee Phantom Stock Option Scheme (‘Plan’)
This is the Statement of Cash Flows referred to in our report of even date.
The Phantom stock option plan creates an opportunity to link the employee reward to Company’s share price For B S R & Associates LLP On behalf of the Board,
performance. Under this plan, the Company grants phantom stock option to select employees. Cash pay- Firm Registration No.: 116231W/W - 100024 NARESH KUMAR SETHI Chairman
out equivalent to the appreciation in the value of shares will be made when exercised after vesting period. Chartered Accountants DIN: 08296486
The fair value of the Phantom Option scheme was determined using the Black-Scholes model based on the ADITYA DEB GOOPTU Managing Director
following inputs: DIN: 07849104
ARPAN JAIN ANISH GUPTA Chief Financial Officer
Grant date 17th October, 2023 Partner
No. of phantom options granted * *)'%& PHANI K. MANGIPUDI Company Secretary
Exercise price - ` 3))7.') Hyderabad, 26th April, 2024 Hyderabad, 26th April, 2024
Share price at measurement date - ` 3%7&.&&
Expected volatility 1'.*%% -1'.7*%
Risk free rate 7.(3% - 7.('%
Maximum terms of option granted ) years from the
date of vesting
Vested, Lapsed and exercisable at the end of the year Nil
* This includes 20,350 options granted to key managerial personnel.
For the year ended 31st March (&(), the Company has accounted expense of ` '3.71 Lakhs ((&(3-Nil) as
employee benefit expenses (see note (() on the aforesaid employee phantom stock option plan. The balance is
accrued under financial liability is ` '3.71 Lakhs as of 31st March, (&() ((&(3 - ` Nil).
(&& ANNUAL REPORT 2023-24 (&1

(&(
Dividend^
Share capital
Other equity
progress (net)
* Borrowings - Nil
Operating profit
Less: excise duty
Profit before tax &

Extraordinary item
Other income (net)
Shareholder's funds
Net assets employed
Earnings per share (rs.)

Dividend per share (rs.)
Total comphrensive income
Performance 2015 - 2024

Other assets (net of liabilities*)
Property, plant and equipment,
Return on capital employed (%)

Revenue from opeartion - others
Total revenue from operation - net
Revenue from operation - cigarette
intangible assets and capital work-in-

Profit after tax & Extraordinary item
Other comphrensive income after tax
^ Excludes Income Tax on Dividend, if any

Net revenue from operation - cigarette
Equity, Liabilities and Assets 2015 - 2024

Operating Results 2015 - 2024
15221
*"."
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2015
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2016
2016
2016
OPERATING RESULTS
))."
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2017
2017
2017
%&.1
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18251
*(
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77.%
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2018
2018
2018
%%.)
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22621
-*3
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31177
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2020
2020
2020
)%.*
')&))
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31241
1*(
31&7'
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2021
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)&.7
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2022
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3*.'
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32751
%3
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117'7&
%'&)'
%"'(1
2023
2023
2023
1'%.3
1%&.&
(31*3.&
31.'
(` in Lakhs)
(` in Lakhs)
(` in Lakhs)
30261
3')*'
7'*&
31%&'
1)(&)7
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'3717
2024
2024
2024
ANNEXURE TO THE DIRECTORS' REPORT

Information under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 and forming part of the Directors' Report for the year ended 31st March, 2024
Date of Remuneration
Experience
Name Age Qualifications Designation & Nature of Duties Commencement received / Last Employment
in years
of Employment receivable
Names of top ten employees in terms of remuneration drawn and name of every employee who was employed throughout the Financial Year and in receipt of
remuneration which, in the aggregate, was not less than 102 lakhs rupees per annum
1 Aditya Deb Gooptu 52 B.E., PGDBM Managing Director 01-12-2020 27 43,488,629 Godfrey Phillips India Ltd
2 Kalyan Basu 54 B.Com., MBA (XLRI) President - Marketing 15-09-2006 30 16,540,864 Coca Cola India
3 Sriram S 56 B.E., PGCHRM (XLRI) Vice President - Technical 02-03-1993 35 15,873,340 Shriram Refrigeration
4 Anish Gupta 51 B.Com., FCA Chief Financial Officer 07-08-2000 27 15,232,897 ITW Signode
5 Lakshmi Narasaiah T 58 M.Sc. Ag., Ph.D. Vice President - Leaf 01-02-1994 30 14,377,536 ---
6 Phani K Mangipudi 44 B.Com., CS, LLB Company Secretary & Vice 07-02-2017 22 12,741,358 Agro Tech Foods Limited
President Legal & Secretarial
7 Ajay Chowdhary 56 BE (Hons)., MSc (Hons) Vice President - Digital 07-06-2021 33 10,072,128 Tata Consultancy Services
Transformation Ltd
8 Tarun Malhotra 49 B.Com (Hons)., PGCBM Vice President - Marketing 01-11-2022 25 9,768,264 J L Morison (India) Ltd.
9 Amit Sudesh Arora 43 Masters in Human Chief Human Resource Officer 18-07-2022 19 9,060,941 Hindustan Unilever
Resources Mgmt. Limited
10 M Pavan Kumar 47 B.Com., (Hons.) General Manager - Marketing 22-01-2007 26 7,997,482 Pernod Ricard - Formerly
Reddy & Digitial Transformation Seagram
Employed for part of the financial year, was in receipt of remuneration which, in the aggregate, was not less than Eight lakhs Fifty Thousand
rupees per month
NIL
NOTES :
1. All appointments are / were contractual.
2. No Director is related to any other Director or employee of the Company listed above.
3. No employee was in receipt of remuneration for the year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by
the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity
shares of the Company.
4. Remuneration received / receivable includes salary, performance bonus, allowances, other benefits / applicable perquisites, and Company’s contribution to Provident
Fund & National Pension Scheme and where it is not possible to ascertain the actual expenditure incurred by the Company in providing a perquisite, the monetary value
of such perquisite is calculated in accordance with the Income Tax Act, 1961, and the Rules made thereunder.
5. Remuneration excludes provision for / contributions to Gratuity, Leave Encashment and Share base payment expenses.
On behalf of the Board,

Dated this 26th April, 2024
Hyderabad Naresh Kumar Sethi
DIN No : 08296486
NOTES
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VST Industries Limited

The General Manager The Manager

STOCK CODE : 509966 STOCK SYMBOL : VSTIND

Sub : Annual Report 2024

Pursuant to Regulation 34 of SEBI (Listing Obligations and Disclosure

The abovementioned report is also being uploaded on the Company’s website

Please take the same on record.

Registered Office: Azamabad, Hyderabad – 500 020; Phone: 91-40-27688000; Fax:91-40-27615336;

J 1,"3,7%& Lakhs J 3&,1%7 Lakhs

VST at a glance Extensive reach across India

Offices and Manufacturing Facilities

Map not to scale.

&( ANNUAL REPORT 2023-24 &3

MS. RAMA BIJAPURKAR MR. SUDIP BANDYOPADHYAY MR. RAJEEV BAKSHI

&) ANNUAL REPORT 2023-24 &%

&* ANNUAL REPORT 2023-24 &7

&" ANNUAL REPORT 2023-24 &'

a greener future Strengthening our

1& ANNUAL REPORT 2023-24 11

MD and CEO’s message

1( ANNUAL REPORT 2023-24 13

MD and CEO’s message

Toopran Factory, Telangana Diwali gathering at HO

1) ANNUAL REPORT 2023-24 1%

Strengthening created brands that captivate the hearts

Amplifying our portfolio

New-age brands Special

Total, our most vibrant brand over

1" ANNUAL REPORT 2023-24 1'

Key performance indicators

1,837.5 320.2 327.0 8.21 8.29 5,148 5,040

'."% 7.*% (7."%) (&.(%) 1.&% '.7% ().&%) 1.)%

207.38 211.75 150.0 150.0 9,492

(7."%) (&.(%) '.'% (3.(%) ().(%)

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Value creation model

The cut tobacco then heads towards Secondary &)

A segment of the unmanufactured tobacco is

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We have made significant progress in strengthening our

Ongoing investments in Digitalisation and Analytics

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Emphasis on the ESG Social

Key ESG highlights

3& ANNUAL REPORT 2023-24 31

Emphasis on the ESG

Sustainable operations Contributing to the UN SGDs • Consumer

Social • Climate resilience

Care for people Contributing to the UN SGDs

3( ANNUAL REPORT 2023-24 33

Emphasis on the ESG

ESG Pillar Material Topic Targets for FY30

Farmer • We have zero tolerance towards child labour or forced

3) ANNUAL REPORT 2023-24 3%

Cleaner tomorrow for a

striving to lead in environmental sustainability. FY (&((-(3 1%.3( 1(.%3 (7."%

Similarly, fossil fuels, including

3* ANNUAL REPORT 2023-24 37

build a culture that cultivates harmony among employees, harnessing

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) ANNUAL REPORT 2023-24 %

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