VIP Industries has submitted its Business Responsibility and Sustainability Report (BRSR) for the financial year FY 2025-26 to BSE Limited and the National Stock Exchange of India Ltd., in compliance with Regulation 34(2)(f) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The report, signed by Managing Director Atul Jain on July 30, 2026, covers the company's consolidated operations and reflects its performance across environmental, social, and governance (ESG) dimensions.

Company Overview and Financial Parameters

VIP Industries, incorporated in 1968 (CIN: L25200MH1968PLC013914), is engaged in the manufacturing and retail trading of soft luggage and hard luggage, accounting for 100% of its turnover. The company operates nationally across all states and union territories, and internationally across 26 countries. Its paid-up capital stands at ₹28,41,03,692. Key financial parameters for FY 2025-26 are outlined below:

The company operates 2 national plants, 6 offices, and 24 warehouses domestically, along with 7 international plants and 2 international offices. It has five wholly owned subsidiaries, including Blow Plast Retail Limited and four Bangladesh-based entities.

Workforce Composition and Employee Well-Being

As at the end of FY 2025-26, VIP Industries had a total workforce comprising 4,568 employees and 4,486 workers. The company reported no employees or workers who identified themselves as differently abled, except for 2 permanently employed differently abled male employees. Women represented 38% of the Board of Directors (3 out of 8 members), while Key Management Personnel had no female representation.

The cost incurred on employee well-being measures as a percentage of total revenue was 0.15% in FY 2025-26, compared to 0.12% in FY 2024-25. Turnover rates for permanent employees stood at 22.00% (male), 40.00% (female), and 23.00% (total) in FY 2025-26. All permanent employees and workers are covered under PF, Gratuity, and ESI (where applicable). Gross wages paid to females as a percentage of total wages were 10% in FY 2025-26, compared to 13% in FY 2024-25.

Environmental Performance

The company's total energy consumption in FY 2025-26 was 68,057 GJ, compared to 60,001 GJ in FY 2024-25. Of this, 2,542 GJ was sourced from renewable resources and 65,516 GJ from non-renewable sources.

Total water withdrawal in FY 2025-26 was 184,059 kilolitres (sourced from third parties, including MIDC and BPZA), up from 150,824 kilolitres in FY 2024-25. Water intensity per rupee of turnover was 99.4 KL/Crore of Turnover in FY 2025-26, compared to 69.24 KL/Crore in FY 2024-25.

On greenhouse gas emissions, total Scope 1 emissions were 124 metric tonnes of CO2 equivalent in FY 2025-26 (versus 129 in FY 2024-25), and total Scope 2 emissions were 12,820 metric tonnes of CO2 equivalent (versus 12,012 in FY 2024-25). Combined Scope 1 and Scope 2 emission intensity per crore of turnover was 7.00 metric tonnes of CO2 equivalent in FY 2025-26, compared to 5.57 in FY 2024-25. Scope 1 and Scope 2 emissions data were assessed by an external agency, Sustainability Actions Private Limited.

Total waste generated increased to 3,436 metric tonnes in FY 2025-26 from 357.04 metric tonnes in FY 2024-25, with the expanded reporting boundary incorporating Bangladesh waste data. Of the total waste, 3,435.33 metric tonnes were recovered through recycling.

Governance, Stakeholder Engagement, and CSR

VIP Industries reported 23 shareholder complaints filed during FY 2025-26 (versus 31 in FY 2024-25), and 1,10,781 customer complaints filed during FY 2025-26 (versus 96,086 in FY 2024-25), with no complaints pending resolution at year-end. No complaints were received from communities, value chain partners, investors (other than shareholders), or employees and workers in either year.

The company's accounts payable days stood at 73 in FY 2025-26, compared to 42 in FY 2024-25. Sales to dealers and distributors as a percentage of total sales were 20.4% in FY 2025-26 (versus 17% in FY 2024-25), with the number of dealers and distributors rising to 1,004 from 740. Related party purchases accounted for 24.20% of total purchases in FY 2025-26, down from 27.16% in FY 2024-25.

On CSR, the company confirmed applicability under Section 135 of the Companies Act, 2013. Initiatives during the year included support for sports development through the Inspire Institute of Sport (IIS), OGQ, and the Indian Body Builders Federation; educational programs through Saarth Pratishthan and the Association for Welfare of Mentally Handicapped People (AWMH); support for vulnerable girls through the Worderless World Foundation; and contributions to the Nashik Run Charitable Trust. Input materials sourced directly from MSMEs and small producers accounted for 36.81% in FY 2025-26, up from 27.23% in FY 2024-25, while inputs sourced directly from within India rose to 64.52% from 55%.

Safety and Human Rights

The company reported zero Lost Time Injury Frequency Rate (LTIFR), zero total recordable work-related injuries, zero fatalities, and zero high-consequence work-related injuries or ill-health for both employees and workers in FY 2025-26 and FY 2024-25. No complaints related to sexual harassment, discrimination, child labour, forced labour, wages, or working conditions were filed by employees or workers in FY 2025-26. All plants and offices were assessed for health and safety practices through internal audits by certified internal auditors, and statutory external audits were conducted at all applicable manufacturing units and warehouses. The company has no data breaches to report for FY 2025-26.

VIP Industries Limited has convened its 59th Annual General Meeting (AGM) for August 21, 2026, seeking shareholder approval to waive the recovery of ₹5.92 crore in excess managerial remuneration paid to three former executives during the first half of FY26. The resolution addresses payments made to Ms. Radhika Piramal, Ms. Neetu Kashiramka, and Mr. Ashish Saha prior to their resignation on September 23, 2025, following the company’s change in ownership. This move is critical for closing out the financial liabilities associated with the previous management era amidst a record consolidated net loss of ₹338.01 crore for FY26.

The waiver is required under Section 197(10) of the Companies Act, 2013, as the company incurred losses during FY26 due to significant provisioning for slow-moving inventory. The total excess remuneration comprises ₹1.54 crore for Radhika Piramal, ₹3.72 crore for Neetu Kashiramka, and ₹6.57 lakh for Ashish Saha. These amounts exceeded the limits prescribed under Schedule V of the Act for loss-making years. The Nomination and Remuneration Committee recommended the waiver, noting that the payments were within limits previously approved by shareholders via postal ballot.

Key Resolutions and Board Changes

Beyond the remuneration waivers, the AGM agenda includes several structural governance updates. Shareholders will vote to appoint M/s. Deloitte Haskins & Sells Chartered Accountants LLP as the new Statutory Auditor for a five-year term, replacing Price Waterhouse Chartered Accountants LLP which completes its second consecutive term. The proposed remuneration for Deloitte is ₹75.00 lakhs for FY27, excluding taxes.

The Board also seeks approval for the appointment of two new Non-Executive Independent Directors:

• Ms. Vaishali Shrikant Bhat: A seasoned CFO with over three decades of experience at Procter & Gamble, Johnson & Johnson, and Reckitt. She will serve a five-year term starting May 27, 2026.
• Mr. Sanjay Mahesh Rastogi: Currently Head of New Businesses and Strategy at Trent Limited, bringing expertise in ESG and leadership development. He will also serve a five-year term from May 27, 2026.

Additionally, Mr. Sridhar Sankararaman, a Non-Executive Non-Independent Director, retires by rotation and seeks re-appointment.

Financial Context and Governance

The AGM comes against a backdrop of significant financial restructuring. VIP Industries reported a consolidated revenue decline of 14.70% to ₹1,858.13 crores in FY26. The net worth dropped from ₹616.16 crores to ₹289.50 crores, while the debt-equity ratio increased from 0.67 to 1.42. Management attributes the turnaround progress to inventory correction, reducing net inventory from ₹698 crores to ₹472 crores, and debt reduction from ₹377 crores to ₹309 crores.

Note: Figures rounded for presentation; exact waiver amounts are ₹5.32 crore based on sum of individual excesses.

What the Numbers Show

The request to waive nearly ₹6 crore in excess pay highlights the financial complexity of the transition period. While the new management under Multiples Private Equity has initiated a structural reset, the legacy costs of the previous leadership remain on the balance sheet. The waiver prevents immediate cash recovery actions that could further strain relationships or create legal ambiguities, allowing the new board to focus on operational efficiency. The appointment of Deloitte and experienced FMCG leaders like Vaishali Bhat signals a push for rigorous financial oversight and strategic realignment in the consumer goods sector.

E-Voting and AGM Details

The AGM will be held via Video Conference/Other Audio-Visual Means (VC/OAVM). Remote e-voting commences on August 18, 2026, at 9:00 A.M. and ends on August 20, 2026, at 5:00 P.M. The record date for voting rights is August 14, 2026. Members can access the e-voting facility through NSDL. The results will be declared by August 24, 2026.