డైరెక్టర్ల నివేదిక Vidya Wires Ltd.

Your Directors have immense pleasure in presenting the Forty Fourth (44^th) Annual Report covering the
highlights of the business, operations and financials of Vidya Wires Limited (Formerly Known as Vidya
Wires Private Limited) ("the Company") together with the Audited Financial Statements of the
Company (standalone and consolidated) prepared in compliance with Indian Accounting Standards
(Ind AS), for the Financial Year ("FY") ended 31^st March 2026.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY:

Note: The above figures are extracted from the Standalone and Consolidated Financial statements prepared in
accordance with Indian Accounting Standards (Ind AS) as specified in the Companies (Indian Accounting
Standards) Rules, 2015, read with Regulation 33 of the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

2. FINANCIAL PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY:

On a Standalone basis, the revenue from operations for FY 2025-26 ? 18,297.09 Millions, increase by
23.70 percent over the previous year''s revenue of ? 14,791.19 Millions. The Profit After Tax (PAT)
attributable to shareholders for FY 2025-26 and FY 2024-25 ? 600.51 Million and ? 410.07 Million,
respectively.

On a Consolidated basis, the revenue from operations for FY 2025-26 ? 18,396.39 Millions, increase
by 24.24 percent over the previous year''s revenue of ? 14,807.72 Millions. The Profit After Tax (PAT)
attributable to shareholders for FY 2025-26 and FY 2024-25 ? 576.10 Million and ? 405.10 Million,
respectively.

3. BUSINESS DEVELOPMENTS:

Key developments during the year of the Company are covered in the Management Discussion and
Analysis Report ("MDAR") as stipulated under the SEBI Listing Regulations, is presented in a
separate section, which forms part of this Annual Report.

4. GENERAL RESERVES:

The Board of Directors does not propose to transfer any amount to the reserves for the financial
year ended March 31, 2026.

5. AMENDMENT/ALTERATION OF THE ARTICLE OF ASSOCIATION OF THE COMPANY:

During the year under review, pursuant to the provisions of Section 14 and other applicable
provisions, if any, of the Companies Act, 2013, the Members of the Company at the 43rd Annual
General Meeting held on 04.08.2025, approved, by way of a Special Resolution, the alteration of the
Articles of Association of the Company by removal of Article No. 7 thereof. The revised Articles of
Association of the Company, as adopted pursuant to the said Special Resolution, are available for
inspection by the Members and are also uploaded on the website of the Company at
https://www.vidyawire.com/investor-relations-2/ , in terms of the applicable provisions of the
Companies Act, 2013 and the SEBI Listing Regulations.

6. DIVIDEND:

During the year under review, the Board of Directors of the Company has not recommended Final
Dividend for the FY 2025-26.

Dividend Distribution Policy

Your Company''s policy on Dividend Distribution is available at https://www.vidyawire.com/ipo-
documents/?type=da-n_14efdccb25&node=n_4df7be14b5

Transfer of Amounts to Investor Education and Protection Fund

It is not applicable, as no funds were required to be transferred to the Investor Education and
Protection Fund (IEPF).

7. INITIAL PUBLIC OFFER:

Your Directors are pleased to inform the Members that the Company successfully completed its
Initial Public Offer ("IPO") of 5,76,93,307 Equity Shares of face value of ?1/- each, at an issue price of
?52/- per Equity Share, aggregating to ?300.00 Crore.

The Offer was made in accordance with Regulation 6(1) of the SEBI (Issue of Capital and Disclosure
Requirements) Regulations, 2018. Pursuant to the said Offer, the Equity Shares of the Company
were listed on the Mainboard platforms of BSE Limited and the National Stock Exchange of India
Limited ("NSE") with effect from 10th December, 2025.

8. DETAILS OF UTILIZATION OF FUNDS FROM PROCEEDS OF IPO:

Pursuant to Regulation 32(1) of the SEBI Listing Regulations, the Company monitors the utilisation
of the proceeds of its Initial Public Offer ("IPO") against the objects stated in the Prospectus. There
has been no deviation or variation in the objects for which the IPO proceeds are being utilised, as
compared to the objects stated in the Prospectus.

The Objects for which funds have been raised on 31st March 2026 is as tabled below:

Note: As on 31st March, 2026, the Company has utilised part of the net proceeds of its Initial Public Offer ("IPO")
towards the objects stated in the Prospectus dated December 6, 2025. Utilisation of the balance IPO proceeds is
ongoing and is expected to be completed in the Financial Year 2027, consistent with the deployment schedule
disclosed in the Prospectus; this does not represent a delay or deviation from the objects of the Offer.

9. SHARE CAPITAL

During the year under review, the following changes have been made to the Share Capital of the
Company.

I. The Board of Director of the Company approved the (a) allotment of 5,26,92,307 Equity Shares of
?1/- each offered by way of Fresh Issue and (b) transfer of 50,01,000 Equity Shares offered by way of
Offer for Sale; aggregating 5,76,93,307 Equity Shares having face value of ?1/- each (Indian Rupees
One only) at an Offer Price of ?52/- per Equity Share (including a share premium of ?51/- per Equity
Share) aggregating to ?300,00,51,964/- (Indian Rupees Three Hundred Crore, Fifty-One Thousand,
Nine Hundred and Sixty-Four only, approximately ?300.00 Crore), to the respective applicants in
various categories, in accordance with the basis of allotment approved by the Board by its
resolution dated December 08, 2025, along with the authorised personnels of BSE Limited and
National Stock Exchange of India Limited (the "Designated Stock Exchange"), in consultation with
Pantomath Capital Advisors Private Limited and IDBI Capital Markets & Securities Limited
("BRLM"), MUFG Intime India Private Limited (Formerly known as Link Intime Private Limited)
("Registrar to the Offer") and the Company, in the following manner:

ii. Summary of the Share Capital of your Company during the FY 2025-26 is given below:

Note: The Face Value of the Equity Shares of ?1/- each per share.

iii. Buy Back of Securities: The Company has not bought back any of its securities during the year
under review.

iv. Sweat Equity: The Company has not issued any Sweat Equity Shares during the year under review.

v. Bonus Shares: No Bonus Shares were issued during the year under review.

vi. Employee Stock Option Scheme: No Employee Stock Option Scheme were issued during the year
under review.

10. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:
DETAILS OF SUBSIDIARY COMPANY

As on 31st March, 2026, the Company has one (01) subsidiary and there has been no material change
in the nature of the business of the subsidiary.

ALCU Industries Private Limited (AIPL) was established in India as a private limited company in
the year 2022 and is a wholly owned subsidiary of your Company. It is a private company limited by
shares, incorporated under the Companies Act, 2013.

The main objective of the AIPL is to manufacture, process, and deal in aluminium and copper
products - including wires, tubes, rods, foils, plates, coils, circles, and related components — as well
as ancillary items such as furniture, tools, equipment, and packing materials, whether by way of
manufacturing, trading, import/export, or distribution.

A separate statement containing performance and highlights of Financial Statements of subsidiary
is provided in the prescribed form AOC-1, attached to the Consolidated Financial Statements and
forms part of this report, is annexed here with as Annexure - "A".

In terms of the provisions of Section 136 of the Companies Act, 2013, the Annual Report of the
Company, containing therein its Standalone and Consolidated Financial Statements, is hosted on
the website of the Company at www.vidyawire.com. Audited Annual Financial Statements of
ALCU Industries Private Limited as on 31st March 2026, is available on the website of the Company
at https://www.vidvawire.com/ipo-documents/?type=da-n 14efdccb25&node=n 5e542cc6eb.

During the year under review, ALCU Industries Private Limited was not material subsidiary of the
Company as per the SEBI Listing Regulations. Your Company has framed a policy for determining
"Material Subsidiary" in terms of Regulation 16(c) of SEBI Listing Regulations. The policy may be
accessed on the website of the Company at: www.vidyawire.com.

ASSOCIATE OR JOINT VENTURE

During the year under review, the Company does not have any associate(s) or joint venture
companies within the meaning of Section 2(6) of the Companies Act, 2013.

11. CREDIT RATING:

The Company does not have any long-term debt instruments or any fixed deposit program or any
scheme or proposal involving mobilization of funds, in India or abroad. Hence, no credit rating is
obtained in relation to the same.

However, due to the working capital facilities that the Company utilizes from its bankers, a general
credit rating is required to be obtained by the Company.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL ("KMP")AND CHANGES THEREIN

a. Composition of the Board of Directors are as follows as on 31st March 2026:

• As of 31st March, 2026, the Company''s Board consisted of Six (06) Directors, of which
three (03) are Executive Directors and three (03) are Independent Directors. Details of the
same are as below:

Note: Detailed information about the Board and Committee composition, tenure, and other relevant details of
Directors can be found in the Corporate Governance Report forming part of this Annual Report. In compliance with
the SEBI listing regulations, the Board has identified the core skills, expertise and competencies required for
effective functioning within the Company''s business context. These key skills and competencies are outlined in the
Corporate Governance Report.

• Appointment/ Re-Appointment/Resignation of Director: During the year under review,
no such events occurred during the year.

• Director liable to Retire by Rotation: As per the provisions of the Companies Act, 2013, Mrs.
Shilpa Rathi (DIN: 00410092), Whole Time Director, retires by rotation at the forthcoming 44th
Annual General Meeting of the Company and being eligible offers herself of re-appointment.
The Board recommends the appointment of Mrs. Shilpa Rathi (DIN: 00410092) as Director of
the Company retiring by rotation for your approval.

Note: Details of the proposal for the re-appointment of Mrs. Shilpa Rathi (DIN: 00410092) along with her brief
profile is available in the Explanatory Statement as required under Section 102 of the Act and the disclosure under
Regulation 36(3) of the SEBI Listing Regulations are annexed to the Notice of the 44th AGM. The Board recommends
the re-appointment of the above-named Director.

b. KEY MANAGERIAL PERSONNEL (KMP) AS ON 31st MARCH 2026

In accordance with Section 203 of the Act, the following are the Company''s Key Managerial
Personnel (KMPs):

However, there was a change in the Key Managerial Personnel of the Company. Mr. Alpesh
Makwana, Company Secretary and Compliance Officer of the Company, tendered resignation
from the position with effect from 12th May, 2026 due to personal and professional
aspirations. The Board placed on record his appreciation for the valuable contributions and
services rendered during the tenure.

Subsequently, the Board, on the recommendation of the Nomination and Remuneration
Committee, appointed Ms. Jaya Ashok Bhardwaj as the Company Secretary and Compliance
Officer of the Company with effect from 11th August, 2026 in accordance with the provisions of
the Companies Act, 2013 and applicable regulations.

The Board welcomes the appointee and looks forward for continued support in strengthening
governance and compliance practices of the Company.

• None of the Directors/KMP of the Company are disqualified under any of the provisions of
the Companies Act, 2013 and relevant Regulations of SEBI Listing Regulations.

14. MEETINGS OF BOARD

The Board met Thirteen (13) times during FY 2025-26. Details of the meeting(s) are provided in the
Corporate Governance Report that forms part of this Annual Report. The maximum interval
between any two meetings did not exceed 120 (One Hundred Twenty) days, as prescribed under
Section 173(1) of the Companies Act, 2013.

15. COMPLIANCE OF SECRETARIAL STANDARDS

The Company complies with all the applicable Secretarial Standards issued by The Institute of
Company Secretaries of India.

16. COMMITTEES OF THE BOARD

The Board has Four (04) committees, namely:

A detailed note on the composition of the committees is provided in the Corporate Governance
Report, which forms part of this Annual Report.

COMMITTEE RECOMMENDATIONS:

During the review, there were no instances where the Board and its committee has not accepted
recommendation(s) of any Committee of the Board.

17. DECLARATION BY INDEPENDENT DIRECTORS AS ON 31ST MARCH, 2026

The Independent Directors of the Company have given their declaration to the Company that they
meet the criteria of independence as required under the Companies Act, 2013 and the SEBI Listing
Regulations. Your Board of Directors confirms the integrity, expertise, experience and proficiency
of the Independent Directors of the Company.

Separate Meeting of Independent Directors

During the year under review, one (1) Separate meeting of Independent Directors was held on 05th
February, 2026. The details of the Independent Directors Meeting and the attendance of the
Directors are provided in the Corporate Governance Report, which forms part of this Report.

18. DECLARATION BY THE PRACTICING COMPANY SECRETARIES

None of the Directors of the Company are disqualified from being appointed as Directors as
specified in sub-section (1) or sub-section (2) of Section 164 of the Companies Act, 2013 read with
Rule 14 of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Certificate from D.G. Bhimani & Associates, Practicing Company Secretaries, in this regard,
forms part of the Corporate Governance Report of this Annual Report.

19. BOARD GOVERNANCE

Board governance serves as the foundational framework that defines the structure, functioning,
and responsibilities of the Company''s Board. The Company''s Board Governance Guidelines
comprehensively outline matters related to the composition and roles of the Board, the Chairman,

and individual Directors. These guidelines encompass key aspects such as Board diversity, criteria
for independence, tenure and retirement of Directors, and the functioning of Board-level
Committees. Further, the governance framework also provides clear principles on the nomination,
appointment, induction, and ongoing development of Directors. It lays down the policies
concerning Directors'' remuneration, oversight of subsidiary performance, adherence to the Code
of Conduct, and continuous evaluation of Board effectiveness.

20. BOARD EVALUATION ITS COMMITTEES AND OF INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, the Board has
carried out the annual performance evaluation of the Board, its committees and of individual
directors on an evaluation framework by way of individual and collective feedback from the
Directors.

Based on the inputs from all the Directors on Board composition and structure, effectiveness of
Board processes, information, and functioning, etc., evaluation of Board''s performance was done.
The performance of the committees was also evaluated by the Board after seeking input from the
committee members on composition, effectiveness of the committee and its meetings.

In a separate meeting of Independent Directors, performance of Non- Independent Directors and
the Board as a whole was evaluated, taking into account the views of Executive Directors and Non¬
Executive Directors.

The Nomination & Remuneration Committee and the Board reviewed the performance of
individual directors on the basis of criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be discussed, meaningful and
constructive contribution and inputs in meetings, etc.

The Board is satisfied with the overall effectiveness of the evaluation process and remains
committed to maintaining high standards of corporate governance and continuous improvement.

21. DIRECTOR''S RESPONSIBILITY STATEMENT

In terms of the provisions of the Companies Act 2013, the Directors confirm that:

I) That in the preparation of the Annual Financial Statements for the Financial Year ended 31st
March, 2026, the applicable accounting standards had been followed along with proper
explanation relating to material departures, if any.

II) That Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of
the state of affairs of the Company as on March 31st, 2026, and of the profit of the Company for
the year ended on that date.

III) The Directors have taken sufficient and proper care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the assets of
the Company and for preventing and detecting material fraud and other irregularities;

IV) The Directors had prepared the annual accounts for the Financial Year ended 31st March, 2026
on a going concern basis;

V) That the Directors had laid down internal financial controls to be followed by the Company and

that such internal financial controls are adequate and were operating effectively; and

VI) That the Directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

22. OTHER DISCLOSURES / REPORTING
Management Discussion and Analysis Report

As stipulated under SEBI Listing Regulations, a separate section titled "Management Discussion
and Analysis Report", forms part of this Annual Report.

Business Responsibility and Sustainability Report

As on 31st March, 2026, the Company falls within the top 2000, Report on Business Responsibility
and Sustainability in the format as prescribed by the SEBI Listing Regulations is not applicable for
the year.

Corporate Governance

The Company believes in adopting the best practices of Corporate Governance. Corporate
Governance Principles are enshrined in the spirit of the Company, forming its core values. These
guiding principles are also articulated through the Company''s code of business conduct, corporate
governance guidelines, charter of various sub-committees and disclosure policy. Report on
Corporate Governance for FY 2025-26 forms part of this Annual Report.

23. FAMILIARIZATION PROGRAMMES

In accordance with the provisions of Regulation 25(7) of the SEBI Listing Regulations and Schedule
IV to the Companies Act, 2013, the Company has implemented a structured and ongoing
Familiarization Programme for its Independent Directors.

The objective of this programme is to enable the Directors to gain a deeper insight into the
Company''s business model, operations, industry landscape, regulatory environment, and strategic
priorities. This ensures that the Board is well-equipped to contribute meaningfully to Board
deliberations and discharge their duties effectively.

Upon appointment, every Director is issued a formal letter of appointment which outlines their
roles, responsibilities, functions, and obligations. The Familiarization Programme includes:

• Induction sessions for new Directors, providing an overview of the Company''s business,
financials, management structure, key policies, and governance framework.

• Regular updates and presentations from Management on industry developments, regulatory
changes, market dynamics, operational performance, strategic initiatives, risk management,
and sustainability goals.

• Interactive meetings with Board of Directors or Management Personnel to facilitate an open
exchange of views and direct access to key functional areas of the Company.

• Continuous engagement, whereby Directors are regularly briefed on emerging responsibilities,
governance expectations, and specific areas relevant to their oversight functions.

All Directors are provided unrestricted access to Company documents and information required to
enable them to understand the business in depth and to perform their role effectively. The Company

recognizes the importance of keeping its Board informed and engaged, and actively seeks their
suggestions and inputs on key business matters during the familiarization process. The detailed policy
on the Familiarization Programme for Independent Directors is available on the Company''s website at
www.vidyawires.com.

24. BOARD PROCESSES, PROCEDURES AND PRACTICES

I) The Company prioritizes a diverse and knowledgeable Board that actively contributes to
achieving our vision. We adhere to structured processes and best practices to ensure effective
leadership and decision-making.

ii) Board process and practices broadly comprise sharing the agenda, convening the meetings,
decision making at the meetings, finalizing the minutes, and supervising the Board committees.
The Company follows the best practices in convening and conducting meetings of the Board
and its committees.

iii) A minimum of 4 (four) Board meetings is held each year with the time gap between any two
successive meetings not exceeding 120 (One Hundred Twenty) days. The Notice and detailed
agenda along with the relevant notes and other material information are sent in advance
separately to each Directors and in exceptional cases tabled at the meeting with the approval
of the Board. This ensures timely and informed decisions by the Board.

iv) Board meetings foster open and productive discussions to support effective decision-making.
The Chairman facilitates balanced participation and ensures sufficient time is allocated for
strategic matters.

v) The Company provides the information as set out in Regulation 17 read with Part - A of Schedule
II of the SEBI Listing Regulations, to the Board and the Board Committees to the extent it is
applicable and relevant. Such information is submitted either as a part of the agenda papers in
advance of the respective meetings by way of presentation and discussions during the
Meetings. With the unanimous consent of the Board, all Unpublished Price Sensitive
Information (UPSI) is circulated to the Board at a shorter notice before the commencement of
the meeting securely.

25. RISK MANAGEMENT (RISK ASSESSMENT & MINIMISATION PROCEDURES).

The Company has in place a robust risk management framework which identifies and evaluates
business risks and opportunities. The Company recognizes that the applicable risks need to be
managed and mitigated to protect the interests of the shareholders and stakeholders, to achieve
business objectives and enable sustainable growth. The risk management framework is aimed at
effectively mitigating the Company''s various business and operational risks, through strategic and
tactical actions. Risk management is embedded in our critical business activities, functions and
processes. The risks are reviewed for the change in the nature and extent of the major risks
identified since the last assessment. It also provides control measures for risks and future action
plans.

26. VIGIL MECHANISM/WHISTLE-BLOWER POLICY

Your Company has formulated a robust vigil mechanism to deal with instances of unethical
behaviour, actual or suspected fraud or violation of Company''s code of conduct or ethics policy.
The details of policy are explained in the Corporate Governance Report and also uploaded on
website of the Company at:www.vidyawire.com

27. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

Your Company is a socially responsible corporate citizen which truly believes that business
priorities co-exist with commitment for inclusive development. The guiding principle of the
Company has been to build foundation of compassion and inclusivity that strengthens not only our
organization but also the communities we serve. Philosophy of giving back was laid down by the
founding father of Vidyawires over a decade and the group takes this as a corporate responsibility
to build a better society through upliftment and empowerment of the disadvantaged groups and
communities.

The Company recognizes that its operations impact a wide community of stakeholders, including
investors, employees, customers, business associates and local communities and that appropriate
attention to the fulfilment of its corporate responsibilities can enhance overall performance. This
commitment has resulted into systematic and structured CSR approach to implement multiple CSR
projects interventions in the neighborhood communities of our business and plant locations.

The Company continues its CSR spend towards support to local initiatives, health/medical and
education sector, sanitation/cleanliness, Rural Development and such varied activities towards
Corporate Social Responsibility initiatives. Through its various need based and high impact CSR
projects, the Company has been able to directly impact and bring positive changes in the lives of
more than lakh people spread across its business operations.

In compliance with the requirements of Section 135 of the Act, the Company has laid down a CSR
Policy and is also disclosed on the website of the Company at www.vidyawire.com. The
composition of the Committee, contents of CSR Policy and report on CSR activities undertaken
during FY 2025-26 in the format prescribed under the Companies (Corporate Social Responsibility
Policy) Rules, 2014 is annexed herewith as Annexure -"B".

28. NOMINATION AND REMUNERATION POLICY

The Board has, on the recommendation of the Nomination & Remuneration Committee, framed
and adopted a policy for the selection and appointment of Directors, Key Managerial Personnel
and Senior Management and their remuneration. The Remuneration Policy on the appointment
and remuneration of Directors and Key Managerial Personnel provides a framework based on
which our human resources management aligns their recruitment plans for the strategic growth of
the Company. The policy is available on website of the Company at

https://www.vidvawire.com/ipo-documents/?type=da-n 14efdccb25&node=n 0eb0e23200 .

29. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Your directors placed on record the sense of appreciation for the valuable contribution made by
the staff members of the Company and hope that their continued support will help in achieving the
goals of the Company.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a
statement showing the names and other particulars of the employees in terms of the remuneration
is attached as Annexure -"C".

30. PARTICULAR OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY TRANSACTIONS:

All contracts or arrangements with related parties, entered during the financial year were at arm''s
length basis and in the ordinary course of the Company''s business. All such contracts or
arrangements were entered into with prior approval of Audit Committee. No material contract or
arrangement with related parties was entered into during the year under review. Therefore, there
is no requirement to report any transaction in Form No. AOC-2 in terms of Section 134 of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014.

Details of related party transactions entered by the Company, in terms of Accounting Standard-18
have been disclosed in the notes to the financial statements forming part of this Report. The
Company has formulated a policy on Related Party Transactions. The policy adopted by the Board is
also available on the website of the Company and can be accessed at www.vidyawire.com.

31. INSURANCE INFORMATION
INFORMATION OF ASSETS INSURANCE

All properties and insurable interests of the Company have been fully insured.

32. ACCEPTANCE OF PUBLIC DEPOSIT

The Company has neither accepted nor renewed any deposits from the public falling within the
ambit of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules,
2014. Therefore, the requirement of applicable laws and regulations for disclosure of details of
deposits under section 134(3) (q) of the Companies Act, 2013 and rule made thereunder is not
applicable.

As on 31st March 2026, the company has outstanding unsecured loan of ? 150.00 (In Million) from
the Directors.

33. PARTICULARS OF LOANS, GUARANTEES, SECURITIES OR INVESTMENTS:

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form
part of the Notes to the Financial Statements provided in this Annual Report.

34. MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION
WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE
BOARD''S REPORT:

There have been no material changes and commitments affecting the financial position of the
Company between the close of FY 2025-26 and the date of this Board''s Report.

35. CHANGE IN THE NATURE OF BUSINESS

There has been no change in business of the Company.

36. MATERIAL ORDER AND SIGNIFICANT ORDERS PASSED BY ANY REGULATORIES / THE DETAILS
OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN
FUTURE

There are no significant and material orders passed by the Regulators or Courts or Tribunals that
may impact the going concern status of the Company''s operations in future.

37. THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO PURSUANT TO THE PROVISIONS OF SECTION 134(3)(M) OF THE ACT
(ACT) READ WITH THE COMPANIES (ACCOUNTS) RULES, 2014

The information with respect to conservation of energy, technology absorption, foreign exchange
earnings and outgo pursuant to Section 134(3) (m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, is appended to this Report as Annexure-"D".

38. AUDITORS, AUDIT QUALIFICATIONS AND BOARD''S EXPLANATIONS
STATUTORY AUDITORS

Pursuant to the provisions of the Act and the Rules made thereunder, M/s O.P. Rathi & Co.,
Chartered Accountants (Firm Registration number 108718W) were appointed as Statutory Auditors
of your Company at the 41st Annual General Meeting of the Company held on 30.09.2023 to hold
office as the Statutory Auditors for a term of five (5) consecutive years from the conclusion of the
41st Annual General Meeting upto the conclusion of 46th Annual General Meeting of the Company
to be held for the FY 2027-28. During the year, the Statutory Auditors have confirmed that they
satisfy the independence criteria required under the Act.

As the Companies (Amendment) Act, 2017 has done away with the requirement of ratification at
every Annual General Meeting, no ratification for the appointment is required. The Auditors''
Report for the financial year ended on 31st March, 2026, has been provided in "Financial
Statements" forming part of this Annual Report.

Explanations on Qualifications/ Adverse Remarks contained in the Audit Report:

The report of the Statutory Auditor does not contain any qualification, reservation, adverse remark
or disclaimer. The observations made in the Auditor''s Report are self-explanatory and therefore do
not call for any further comments.

SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013, read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors
appointed M/s. D. G. Bhimani & Associates, Company Secretaries, Anand (Peer Reviewed Firm)
(Membership No. F-8064 and COP: 6628)), to conduct the Secretarial Audit of the Company for the
Financial Year 2025-2026.

The Secretarial Audit Report in Form MR-3 for the FY ended on 31st March, 2026, is attached to the
Director''s Report and forming part of this Annual Report as Annexure "E".

There has been no qualification, reservation, adverse remark or disclaimer given by the Secretarial
Auditors in their Report.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with Rule 13 of the
Companies (Accounts) Rules, 2014, the Board of Directors, at its meeting held on July 28, 2025,
appointed M/s. Mukund & Rohit, Chartered Accountants, Vadodara (Firm Registration No.
113375W), as the Internal Auditors of the Company for the Financial Year 2025-26. The appointment
was made based on the evaluation of their professional profile and the receipt of their written
consent and eligibility declaration confirming their terms of engagement.

COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and
Audit) Rules, 2014, Your Company is required to prepare, maintain as well as have the audit of its
cost records conducted by a Cost Accountant in whole time practice and accordingly, it has made
and maintained such cost accounts and records.

The Board, on the recommendation of the Audit Committee has appointed M/s. J B Mistri & Co.,
Cost Accountants (Firm Registration No. 101067 and Membership No. 6149), Ahmedabad to carry
out Cost Audit and issue Cost Audit Report for the Financial Year 2025-26.

A formal resolution seeking the ratification of the remuneration payable to the Cost Auditors has
been incorporated into the Notice of the 43rd Annual General Meeting (AGM) for approval by the
Members.

The Cost Audit Report for the year under review issued by M/s. J B Mistri & Co., Cost Accountants,
does not contain any qualification, reservation or adverse remark or disclaimer.

39. REPORTING OF FRAUDS

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Act and
rules framed thereunder either to the Company or to the Central Government.

40. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place effective internal financial controls in commensurate with the size,
nature of its business and complexity of its operations. Detailed Standard Operating Procedures
and policies with internal control mechanism are in place to ensure that all the Company''s
resources are protected against loss and all transactions are authorized, recorded and reported
correctly. Further the effectiveness of such internal financial controls is ensured through periodic
management reviews, monitoring by functional heads and improvements are made in the same on
continuous basis and the same are also evaluated and monitored by the Internal and Statutory
Auditors of the Company during the course of their audits. The Audit Committee of the Company
reviews the adequacy and effectiveness of these internal controls and gives suggestions for further
improvements to strengthen them.

41. ANNUAL RETURN

In compliance with Section 92(3) and 134(3)(a) of the Act, the draft Annual Return of your Company
in e-form MGT-7 for the Financial Year ended 31st March, 2026 has been uploaded on the website of
the Company at www.vidyawire.com.

42. LISTING AND DEMATERLISATION OF EQUITY SHARES

The equity shares of the Company are listed on the NSE India (Trading Symbol: VIDYAWIRES) and
BSE Limited (scrip code: VIDYAWIRES-544633) and for the purpose of dematerialisation of shares
established connectivity with the National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL) with the International Securities Identification Number
(ISIN) allotted under the Depository System is INE14UN01029 through MUFG Intime India Private
Limited (Formerly Known as Link Intime India Private Limited), a Registrar and Share Transfer
Agents. The Company has fulfilled its annual listing fee obligations to the NSE India and the BSE
Limited for the FY 2025-2026.

43. LISTING REGULATIONS COMPLIANCE / LISTING ON NSE INDIA AND BSE LIMITED

The Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, and
Secretarial Standards. There has been no penalty / stricture imposed on the Company by Stock
Exchanges or SEBI or any other Statutory Authority on any matter related to capital markets during
this financial year.

44. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the Rules made thereunder, your Company has constituted an Internal
Complaints Committee having designated independent member(s) to redress complaints
regarding sexual harassment.

The Company has in place a policy on Prevention of Sexual Harassment in line with the
requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

Internal Complaints Committee (ICC) has been set up to redress complaints received regarding
sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered
under this policy.

The details pertaining to complaints received on matters pertaining to sexual harassment during
the Financial Year 2025-26, are as below:

The brief detail about this policy may be accessed on the Company''s website at
https://www.vidvawire.com/ipo-documents/?type=da-n 14efdccb25&node=n 0eb0e23200.

Compliance of the Maternity Benefits Act, 1961.

During the FY 2025-26 the Company has complied with the applicable provisions of the Maternity
Benefit Act, 1961, including relating to maternity leave and other benefits to women employees.

45. POLICY ON PRESERVATION OF DOCUMENTS AND ARCHIVAL OF DOCUMENTS

In accordance with Regulation 9 read with Regulation 30(8) of the SEBI Listing Regulations, your
Board has framed a Policy on the Preservation of documents and Archival of documents. This is
intended to provide guidelines for the retention of records and preservation of relevant
documents for a duration after which the documents shall be archived. This said policy is available
at the Company''s website at https://www.vidyawire.com/ipo-documents/?type=da-
n_14efdccb25&node=n_0eb0e23200 .

46. INSIDER TRADING CODE

As per SEBI (Prohibition of Insider Trading) Regulation, 2015, the Company has adopted a Code of
Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the
Directors and designated persons of the Company which was reviewed by the Board from time to
time and amended accordingly till date. The Code requires pre-clearance for dealing in the
Company''s shares and prohibits the purchase or sale of Company''s shares by the Directors and the
designated persons while in possession of Unpublished Price Sensitive Information (UPSI) in
relation to the Company and during the period when the Trading Window is closed. The Company
has also installed structural digital database.

The Company has SDD Software to monitor/ facilitate compliance with the SEBI (Prohibition of
Insider Trading) Regulations, 2015, as amended.

During the year under review, there has been due compliance with the said code.

47. CEO/MD AND CFO CERTIFICATION

In terms of Regulation 17(8) read with Part B of Schedule II of the Listing Regulations, the Managing
Director and the Chief Financial Officer of the Company as addressed to the Board of Directors,
confirming the correctness of the financial statements, Cash flow statements for the Financial Year
ended 31st March 2026 adequacy of the internal control measures and matters reported to the
Audit Committee, is provided in this Report.

48. DECLARATION SIGNED BY THE CEO/MANAGING DIRECTOR STATING THAT THE MEMBERS OF
BOARD OF DIRECTORS AND SENIOR MANAGEMENT PERSONNEL HAVE AFFIRMED
COMPLIANCE WITH THE CODE OF CONDUCT OF BOARD OF DIRECTORS AND SENIOR
MANAGEMENT

The Annual Report includes a declaration by the Managing Director confirming that all the
Directors and Senior Management Personnel have adhered to the Company''s Code of Conduct
during the Financial Year 2025-26. This declaration is required by Schedule V of the SEBI LODR
Regulations.

The detail policy on the Code of Conduct is available on the website at www.vidyawire.com.

49. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR

During the year under review, there were no applications filed or any proceedings pending in the
name of the Company under the Insolvency and Bankruptcy Code (IBC), 2016.

50. DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND
VALUATION WHILE AVAILING LOANS FROM BANKS AND FINANCIAL INSTITUTIONS

Your Company has not made any one-time settlement for the loans taken from the Banks or
Financial Institutions and hence the details of difference between amount of the valuation done at
the time of one-time settlement and the valuation done while taking loan from the Banks or
Financial Institutions along with the reasons thereof is not applicable.

51. SHARE TRANSFER SYSTEM

As per Regulation 40 of the SEBI Listing Regulations, as amended, securities of listed companies can
be transferred/transmitted/transposed only in dematerialized form with effect from, 01st April,
2019. In view of this and to eliminate all risks associated with physical shares and for ease of
portfolio management, Members holding shares in physical form are requested to consider
converting their holdings to dematerialized form.

52. QUALITY

Your Company is committed to maintain stringent quality control measures to ensure the safety
and satisfaction of consumers who depend on daily road travel. Given the critical nature of
automotive components, all parts must meet the highest quality standards, as any defects could
pose significant safety risks and adversely impact a brand''s reputation, profitability, and
contractual obligations. To achieve this, the Company meticulously evaluate suppliers'' ability to
comply with these standards. At the same time, technical inspectors oversee the entire
manufacturing process—from design validation to mass production—to ensure that only products
that meet the highest automotive standards reach the market.

53. SAFE HARBOUR STATEMENT/ CAUTIONERY NOTE

Statements in the Director''s Report and the Management Discussion & Analysis describing the
Company''s objectives, expectations or forecasts may be forward looking within the meaning of
applicable Securities Laws and Regulations. Actual results may differ materially from those
expressed in the statement. Important factors that could influence the Company''s operations
include global and domestic demand and supply conditions affecting selling prices of finished
goods, input availability and prices, changes in Government Regulations, Tax Laws, Economic
Developments within the country and other factors such as litigation and industrial relations.

54. INVESTOR RELATIONS

During the Financial Year 2025-26, our company maintained a strong focus on investor relations,
prioritizing transparency, communication, and engagement with our valued shareholders. Our goal
is to build trust, foster long-term relationships, and provide accurate and timely information to
support informed investment decisions.

Key Highlights:

(1) Regular Updates: We consistently provided timely and comprehensive updates to our
investors, including detailed press releases, quarterly earnings calls, and annual reports. These
communications were designed to keep our stakeholders well-informed about our financial
performance, strategic initiatives, and significant industry developments, ensuring
transparency and fostering trust.

(2) Shareholder Engagement: Our management team actively engaged with investors through a
variety of channels to maintain open lines of communication and build strong relationships. These
efforts included:

a. Conferences and Earnings Calls: Participating in conferences and hosting earnings calls to
provide insights into our financial results, address investor inquiries, and discuss future
outlooks.

b. One-on-One Meetings and Calls: Conducting personalized meetings and calls with investors
to address their specific concerns, provide detailed explanations of our strategies, and discuss
any questions in a more focused setting.

c. Annual General Meetings and Shareholder Forums: Hosting annual general meetings and
various shareholder forums to facilitate direct dialogue between management and
shareholders, ensuring their voices are heard and their feedback is incorporated into our
decision-making process.

55. GREEN INITIATIVE

As part of sustainability initiatives, the Company continues to promote paperless communication by
sending notices, annual reports, and other shareholder communications at the registered email
addresses of shareholders. Those who have not yet registered their e-mail IDs are requested to register
the same with the RTA in case of physical holdings and Depository Participants in case of electronic
holdings with Depositories, to enable the Company to send the documents by the electronic mode.
The Company also disseminates Board and Committee meeting agenda papers through a secure
electronic platform, thereby minimizing paper usage and supporting environmental conservation.

56. APPRECIATION & ACKNOWLEDGEMENTS

The Board gratefully acknowledge the continuing faith reposed in the Company by the Financial
Institutions, Banks, Government Authorities, Dealers, Suppliers, Business Associates and esteemed
Members, who have extended their splendid co-operation and support to the Company.

The Board places on record its gratitude to the members of various committees for their guidance and
leadership and for providing valuable contribution towards the functioning of respective committees
during the year.

The Board expresses sincere thanks to all its business associates, consultants, bankers, vendors,
auditors, solicitors and lawyers for their continued partnership and confidence in the Company.

The Board further extends its sincere appreciation to all the employees for their dedication and
contribution and to all the shareholders for their trust and confidence in the management of the
Company. The Board is also deeply touched by the efforts, sincerity and loyalty displayed by the
employees for their commitment, co-operation, and collaboration in advancing the mission and vision
of the Company towards achieving its goals.

The acknowledgement demonstrates transparency, accountability and appreciation for the collective
efforts that contribute to the Company''s performance and sustainability

On behalf of the Board of Directors

For Vidya Wires Limited (Formerly Known as Vidya Wires Private Limited)

SD/- SD/-

SHYAMSUNDAR RATHI SHAILESH RATHI

CHAIRMAN AND WHOLE TIME DIRECTOR MANAGING DIRECTOR ^PLACE: ANAND

DIN: 00410015 DIN: 02941335 ^DATE: 11th August, ²⁰²⁶