V-Guard Industries Limited has filed its Business Responsibility and Sustainability Report (BRSR) for the financial year 2025-26 with the stock exchanges. The disclosure, submitted by Vikas Kumar Tak, Company Secretary & Compliance Officer, details the company's adherence to the National Guidelines on Responsible Business Conduct (NGRBC) and its performance on key environmental, social, and governance (ESG) metrics.

Operational and Financial Overview

The company reported a total turnover of ₹5,691.78 crore and a net worth of ₹2,224.68 crore for the fiscal year. Its operations span 9 manufacturing facilities and 34 warehouses across India, with a presence in 5 international countries including Nepal, Spain, and Bangladesh. Export sales contributed 0.04% to the total turnover, amounting to ₹2.37 crore.

Environmental Performance

V-Guard's total energy consumption for FY26 stood at 1,12,902.33 GJ, with 17% sourced from renewable energy, an increase from 15% in the previous year. The company reported total Scope 1 and Scope 2 greenhouse gas emissions of 14,186.39 metric tons of CO2 equivalent. Water withdrawal totaled 1,00,708.03 kiloliters, while water consumption was recorded at 85,588.37 kiloliters.

In terms of waste management, the company generated 4,020.26 metric tons of waste. It recovered 4,026.45 metric tons through recycling and re-use operations. The company maintained 100% compliance with Extended Producer Responsibility (EPR) regulations for plastic, e-waste, and battery waste, reclaiming 1,010 MT of plastic waste, 7,855 MT of e-waste, and 3,425 MT of battery waste through authorized channels.

Social and Governance Metrics

The company employed 4,548 permanent and non-permanent employees and 2,876 workers. Women constituted 25% of the Board of Directors. The report highlighted that 100% of employees and workers received training on human rights issues. Gross wages paid to females accounted for 8.48% of the total wages.

V-Guard reported zero instances of fines, penalties, or settlements with regulators during the year. The company also recorded no fatalities and maintained a Lost Time Injury Frequency Rate (LTIFR) of 0.16 for employees. An independent limited assurance for the sustainability information was carried out by Price Waterhouse Chartered Accountants LLP.

Key Financial and Operational Metrics

V-Guard Industries Limited has announced the convening of its 30th Annual General Meeting (AGM) on Tuesday, August 11, 2026, at 11:00 a.m. (IST) through Video Conferencing (VC) / Other Audio Visual Means (OAVM), pursuant to applicable circulars issued by the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India (SEBI). The Annual Report for Financial Year 2025-26 and the Notice of the AGM have been filed with the stock exchanges in compliance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

AGM Agenda: Ordinary and Special Business

The AGM will transact both ordinary and special business. The ordinary business includes adoption of audited standalone and consolidated financial statements for the Financial Year ended March 31, 2026, declaration of dividend, and re-appointment of a retiring director. The special business encompasses ratification of cost auditor remuneration, appointment of a new Independent Director, and proposals relating to managerial remuneration.

The following table summarises the key agenda items:

Dividend Declaration and Book Closure

The Board of Directors has recommended a final dividend of ₹1.50 per equity share for Financial Year 2025-26, subject to shareholder approval at the AGM. The total final dividend payout will amount to approximately ₹65.52 crore. The Register of Members and Transfer Books will remain closed from Saturday, August 1, 2026 to Tuesday, August 11, 2026 (both days inclusive) for determining members eligible for the dividend. Members whose names appear in the records as on the record date of July 31, 2026 will be entitled to the dividend.

Director Appointments and Re-appointments

Under ordinary business, Mr. Antony Sebastian K (DIN: 01628332), who retires by rotation and is eligible for re-appointment, has offered himself for re-appointment. His remuneration paid during Financial Year 2025-26 was ₹110.96 Lakhs. Under special business, the appointment of Ms. Usha Sunny (DIN: 07215012) as a Non-Executive Independent Director for a first term of five consecutive years with effect from May 12, 2026 to May 11, 2031 (both days inclusive) will be placed before shareholders for approval by Special Resolution.

Ms. Usha Sunny is a qualified Cost Accountant holding a Master's degree in Commerce from the University of Kerala. She brings over three decades of experience in the banking and financial services sector, having held senior roles at Standard Chartered Bank, Mashreq Bank PSC, and Indian Overseas Bank. She currently serves as an Independent Director at Muthoot Finance Limited and as Director at Securaplus Safety Private Limited.

Cost Auditor Remuneration and Managerial Remuneration Proposals

Shareholders will be asked to ratify the remuneration payable to M/s. BBS & Associates, Cost Accountants (Firm Registration No. 00273), re-appointed as Cost Auditors for the Financial Year ending March 31, 2027. The proposed remuneration is ₹4,00,000/- (Rupees Four Lakhs only) plus applicable taxes and reimbursement of out-of-pocket expenses at actuals.

The following special resolutions relating to managerial remuneration will also be placed before shareholders:

The Board has clarified that these proposals are primarily intended to facilitate the exercise of outstanding vested stock options by Mr. Ramachandran V granted under ESOS 2013 in 2020 and 2024, which would otherwise lapse. The Board has stated that there will be no impact on profits or cash outflow of the Company for Financial Years 2026-27 and 2027-28 on account of these proposals, as the employee stock compensation expenses relating to vested options had already been taken into the Statement of Profit and Loss in the respective years of vesting.

Financial Performance Highlights for FY 2025-26

The Company delivered the following consolidated financial performance for Financial Year 2025-26:

E-Voting and AGM Participation

The Company has engaged Central Depository Services (India) Limited (CDSL) to provide e-voting facilities. Remote e-voting will be available from Saturday, August 8, 2026 at 9:00 A.M. to Monday, August 10, 2026 at 5:00 P.M. The cut-off date for determining members eligible to vote is Tuesday, August 4, 2026. Members who wish to register as speakers for the AGM or submit queries may do so on or before August 1, 2026 by writing to investors@vguard.in . The VC/OAVM facility for participation will be available for 1,000 members on a first-come-first-served basis, excluding large shareholders holding 2% or more shareholding, Promoters, Institutional Investors, Directors, and Key Managerial Personnel.

The Annual Report for Financial Year 2025-26 and the Notice of the AGM are available on the Company's website and on the websites of BSE Limited and National Stock Exchange of India Limited.