Vardhman Textiles Limted — Annual Report 2019

May 9, 2019

LUDHIANA-HIOIO, PUNJAB T: +9l-I6l-2228943-48 F: +9I-l6l-260I 048 E: secretarialJud@vardhman.com

Ref. VIXL:SCX:MAY:20,19:20 DatesdigLosamg

General The Deputy Manager,	of National Stock India The Ltd., Exchange
Department, Corporate Relationship	Plaza", "Exchange
Stock Limited, Bombay Exchange	Bandra-Kurla Complex,
New 1St Floor, Trading Ring,	Bandra (East),
Rotunda P.J Towers, Building,	Mumbai - 400051
Dalal Street, Fort,
Mumbai - 400001
Code: 502986 Scrip	Code: VTL Scrip

SUB: DISCLOSURE UNDER REGULATION 3O & 33 OF SEBI LISTING OBLIGATIONS

Dear Sir,

Pursuant to Regulation ³⁰ read with Part ^A of Schedule III and Regulation ³³ of SEBI (Listing Obligations and Disclosure Requirements), Regulations 2015, we are enclosing herewith Audited Financial Results (both Standalone & Consolidated) of the Company for the quarter/ financial year ended 31St March, ²⁰¹⁹ together with Auditors' Report as approved by Board of Directors in its meeting held on 9th May, 2019.

The Board of Directors has recommended ^a dividend of Rs. 17.50/— per share on fully paid up equity shares of the Company. This dividend shall be paid tentatively by the end of September, 2019.

We further state that the report of Auditors is with unmodified opinion with respect to the Audited Financial Results (both Standalone & Consolidated) of the Company for the quarter] financial year ended 31St March, 2019.

The meeting of the Board of Directors commenced at 10:00 a.m. and concluded at 03:15 p.m.

Kindly note and display the notice on your notice Board for the information of the members of your exchange and general public.

Thanking you, Yours faithfully,

For VARDHMAN TEXTILES LIMITED

(SANJAg/EUgA) Company Secretary

YARNS ^l FABRICS ^l THREADS ^| GARMENTS ^l FIBRES ^l STEELS

VARDHMAN TEXTILES LIMITED

Registered Office: Chandigarh Road, Ludhiana-141010 Standalone Audited financial results for the quarter and year ended March 31, ²⁰¹⁹ Corporate Identity Number (CIN): LI7111P81973PLCDOB345, PAN: AABCM4692£ Websiterwwwnardhmancom Email: secretarialludeardhman.com

(Rs. 1n Crores) 1432::\$5233 Quarter Ended Quarter Ended Year Ended March Year Ended March ' December 31, 2018 March 31, 2018 31, 2019 31, 2018 5.140. Particulars Audited Audited (Refer Note No.6) Unaudited (Refer Note No.6) Audited Audited 1. Revenue from operations 1,654.28 1,624.24 1,417.25 6,414.58 5,851.37 11. Otherincome 83.01 52.28 61.37 218.20 185.06 111. Total incomefrom operations (1+1!) 1,737.29 1,676.52 1,478.62 6,632.78 6,036.43 IV. Expenses Cost of materials consumed 813.47 839.63 773.20 3,264.50 3,180.52 Purchase of stock- in trade 17.18 12.91 15.07 50.08 33.63 Change in inventories of finished goods. 77.95 (35.58) (72.62) 1.73 (48.01) works -in progress and stock -in- trade Employee benefits expense 134.66 131.40 117.17 519.86 479.63 Finance cost 30.18 26.18 34.02 117.84 114.32 Depreciation and amortisation expense 63.45 59.98 60.02 241.48 228.55 Power and fuel 171.94 175.28 144.20 665.90 586.47 Other expenses 189.81 191.47 193.04 780.99 760.57 Total Expenses 1,498.64 1,401.27 1,264.10 5,642.38 5,335.68 V. Profit before tax (III-1V) 238.65 275.25 214g 990.40 700.75 VI. tax expense Current tax 69.47 73.65 39.46 242.91 147.58 Deferred tax 4.62 12.32 16.00 51.61 7.41 VII. Profitaftertale-VI) 164.56 189.28 159.06 695.88 545.76 vm. Other Comprehensive Income/(Expenditure) (1.04) 0.41 1.70 0.19 1.70 1X. TotalComprehensive income (V11+VIII) 163.52 189.69 160.76 696.07 547.46 X. Earnings Per Share (in Rs.) (not annualized) (a) Basic 2863 32.95 27.70 121.13 96.41 (b) Diluted 28.34 32.64 27.42 119.97 95.45 Xl. Paid up Equity ShareCaoital (Facevalue oershare Rs.10) 57.48 57.44 57.43 57.48 57.43 X11. Paid up Debt Capital" 499.80 499.80 X111. Other Equity 5,181.62 4,574.53 XIV. Capital Redemption Reserve 6.26 6.26 XV. Debenture Redemption Reserve 49.67 17.81 XVI. Net Worth" 5,239.10 4,631.97 XVII. Debt Equity Ratio*** 0.43 0.49 XVIII. Debt Service Coveraqe Ratio"" 2.66 2.63 XIX. Interest Service Coverage Ratlo""" 9.39 9.13 * Paid up Debt Capital comprises of listed debentures only. " Net Worth ⁼ Equity share capital ⁺ other equity '1" Debt equity ratio ⁼ Total Debt/Net Worth *7" Debt service coverage ratio (DSCR) ⁼ (EBDlT-Current Taxi/(Gross lnterest+5cheduled principal repayment of Long term Debts) "'1" interest service coverage ratio (lSCR) ⁼ (EBDlT-Current Tax)/Gross interest

VARDHMAN TEXTILES LIMITED Regd. Office : Chandigarh Road, Ludhiana-141010

Audited	Balance Sheet as at March 2019 31,	Audited	(Rs. In Crores) Audited
5" N°'	Part'culars	March 31 ,2019	March 31 ,2018
	ASSETS
1	Non-current assets
	(a) Property, plant and equipment
	(b) Capital work—in—progress	3,057.24 273.63	2,503.04
	(c) Intangible assets	1.60	105.08 3.73
	(d) Financial assets
	-Investments	749.57	787.96
	—Loans	0.72	0.59
	-Other financial assets	8.98	8.97
	(e) Other non—current assets Total Non-current assets	85.00 4,176.74	85.26 3,494.63
2	Current assets
	(a) Inventories	2,442.13	2,116.51
	Financial assets (b)
	—Investments	337.56	804.04
	—Trade receivables	762.82	727.32
	-Cash and cash equivalents -Bank Balance other	37.43	65.20
	than above -Loans	3.43	3.11
	-Other financial assets	34.59 58.39	45.21 23.99
	(c) Current tax assets (net)	100.10	99.07
	Other current (d) assets	415.93	316.88
	current Total assets	4,192.38	4,201.33
	Total Assets	8,369.12	7,695.96
	Equity (a) Equity share capital Other equity (b)	57.48 5,181.62	57.43 4,574.53
	Total equity	5,239.10	4,631.97
	Liabilities
1	Non-current liabilities
	(a) Financial liabilities
	-Borrowings	1,071.35	1,195.55
	-Other financial liabilities	4.48	0.65
	(b) Provisions	10.86	7.04
	(c) Deferred tax liabilities (net)	297.47	235.60
	Other (g) non—current liabilities Total Non—current liabilities	20.40	22.18
		1,404.56	1,461.02
2	Current liabilities
	(a) Financial Liabilities -Borrowings
	-Trade payables	868.68	805.51
	(i) Total outstanding dues of micro	4,08	—
	enterprises and small enterprises (ii) Total outstanding dues of creditors other	236,28	246,93
	than micro enterprises and small enterprises. -Other financial liabilities	535.63	421.20
	(b) Provisions	2.79	4.82
	(c) Current tax liabilities (net) (d) Other current liabilities	6.55	9.45
/	otal	71.45	115.07
	Current liabilities	1,725.46	1,602.98
Aotal	Law. Liabilities Equity and

VARDHMAN TEXTILES LIMITED Registered Office : Chandigarh Road, Ludhiana-141010

MES;

• The Company is primarily in the business of manufacturing and sales of textile products (i.e., Yams and Fabrics). The Chief Operating Decision Maker (CODM), The Chairman & Managing Director, performs ^a detailed review of the operating results, makes decisions about the allocation of resources based on the analysis of the various performance indicators of the Company as ^a whole. Therefore, there is only one operating segment namely, "Textiles".
• The Financial Results has been prepared in accordance with the Indian Accounting Standards ("Ind AS") as prescribed under Section ¹³³ of the Companies Act, ²⁰¹³ read with relevant rules issued thereunder and SEBI's circular no. CIR/CFD/FAC/62/2016 dated July 5, 2016.
• The Company has acquired 68,60,000 shares representing 49% of equity share capital of Vardhman Nisshinbo Garments Limited (VNGL) from its joint venture partner namely M/s. Nisshinbo Textile Inc. on January 23, ²⁰¹⁹ for ^a consideration of Rs.1.37 crores . Accordingly VNGL has become ^a wholly owned subsidary of the Company w.e.f. January 23, 2019.
• The Company has issued secured, rated listed Redeemable Non-convertible Debentures (NCDs) aggregating to Rs..499.80 crores for cash at par on private placement basis on September 8, 2017. The NCDs are listed at the Bombay Stock Exchange of India (BSE) and comprise of three series repayable in third, fourth and fifth years and have an overall yield of 7.69% per annum. CRISiL has assigned ^a rating of AA+ with Stable outlook to the said NCDs of the Company on December 28, 2018. These are secured by way ofa first parl passu charge over the immovable and movable fixed assets of the Company and it should have fixed asset cover of more than 1.05 times of outstanding amount of NCDs.The Fixed Asset coverage ratio as on March 31, 2019 is 2.23 times
• During the year ended March 31, 2019, the Company has issued 44,700 equity shares under Employee Stock Options Scheme at Rs. ⁸¹⁵ per share. As ^a result of above, the paid up equity share capital of the Company has increased from Rs. 57.43 crores to Rs. 57.48 crores.
• The figures for the quarter ended March ³¹ are the balancing figures between the audited figures in respect of full year ended March ³¹ and unaudited figures upto nine months ended December 31.
• Financial Results has been reviewed by the Audit Committee at its meeting held on May 08, ²⁰¹⁹ and approved by the Board of Directors at its meeting held on May 09, 2019. The statutory auditors have expressed an unmodified opinion on the aforesaid results.
• The Company has adopted Ind AS 115, Revenue from Contracts with Customers which is mandatory for reporting beginning after April 1, 2018. Adoption of this standard did not have any material impact on the financial results of the Company.

VJ

The Board of directors has recommended ^a dividend of Rs. 17.50 per share on fully paid up equity shares of the company

For Vardhman Textiles Limited

Place: Ludhiana '1271 S.P. Oswal Date : May 09, ²⁰¹⁹ '3 1 Chairman & Managing Director

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D l utt 9 °'. ⁹ W23;3.%..;2%m...:w DLF CI Ph -i| Hasklns & Sells LLP 6....gszizzm

Chartered Accountants 7"'Fl ,8 'Id' 10,1' 8 Haryana. lndia

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

INDEPENDENT AUDITOR'S REPORT TO THE BOARD OF DIRECTORS OF VARDH MAN TEXTILES LIMITED

• 1. We have audited the accompanying Statement of Standalone Financial Results of VARDHMAN TEXTILES LIMITED ("the Company"), for the year ended March 31, 2019 ("the Statement"), being submitted by the Company pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as modified by Circular No. CIR/CFD/FAC/GZ/ZOIG dated July 5, 2016.
• 1. This Statement, which is the responsibility of the Company's Management and approved by the Board of Directors, has been compiled from the related standalone Ind AS financial statements which has been prepared in accordance with the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder ('Ind AS') and other accounting principles generally accepted in India. Our responsibility is to express an opinion on the Statement based on our audit of such standalone financial statements.
• 1. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Statement is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Statement. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the Statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the Statement.

We believe that the audit evidence obtained by us is sufficient and appropriate to provide ^a basis for our audit opinion.

• 1. In our opinion and to the best of our information and according to the explanations given to us, the Statement:
• (i) is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as modified by Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016; and
• (ii) gives ^a true and fair view in conformity with the aforesaid Indian Accounting Standards and other accounting principles generally accepted in India of the net profit and Total comprehensive income and other financial information of the Company for the year ended March 31, 2019.
• S. The Statement includes the results for the Quarter ended March 31, 2019 being the balancing figure between audited figures in resped of the full financial year and the published year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No. 11736 W/W-100018)

Rajesh Kumar Agarwal Partner (Membership No. 105546)

GURUGRAM, MAY 9, 2019

Regd. Office: lndiabulls Finance Centre, Tower 3, 27'" - 32"1 Floor, Senapati Bapat Marg. Elphinstone Road (West). Mumbai - 400 013, Maharashtra, India. (LLP identification No. AAB~8737)

Vardhman Textiles Limited

Registered Office : Chandigarh Road, Ludhiana-141010 Consolidated Financial Results for the Quarter and year ended March 31, 2019

Corporate Identity Number (cm): 1171119819731'10003345, PAN: anecmsozt

Website:www.vardhman.corn Email: secreterial.lud@vardhman.com (its. In crores) Quarter Ended Quarter Ended Quarter Ended Year Ended Year Ended March March 31, ²⁰¹⁹ December 31, ²⁰¹³ March 31, ²⁰¹⁸ March 31, ²⁰¹⁹ 31, ²⁰¹⁸ S.No Particulars Audited . Audited . . (Refer note no.7) Unaudited (Refer note no.7) Audited Audit" 1. Revenue from operations 1,763.41 1,729.44 1,509.63 6,877.92 6,248.27 11. Otherincome 92.96 60.42 61.28 222.72 197.35 111. Total income (IiII) 1,856.37 1,789.86 1,570.91 7,100.64 6,445.62 IV. Expenses Costoi materials consumed 870.43 934.78 833.84 3,573.75 3,438.28 Purchase of stocks- in trade 7.24 0.72 0.42 12.92 4.15 Change in inventories of finished goods,\iiodrs «in progress and stock -in- trade 90.31 (43.92) (64.83) 9.06 (37.87) Employee benefits expenses 143.89 138.46 123.77 550.23 506.26 Finance cost 30.05 26.66 35.22 119.65 118.19 Depreciation and amortisation expense 67.14 ^{6295 6272} 254.02 240.00 Power and fuel 182.42 185.56 153.11 709.14 627.09 Otherexoenses 205.64 206.73 204.08 829.06 807.40 Total Expenses 1,597.12 1,511.94 1,348.33 6,057.83 5,703.50 ¹⁷ Share of Profit/(Loss) of Associates and JointVenture 1.85 4.45 4.94 15.93 17.51 VI. Profit beforetax (III-NW) 261.19 282.37 227.52 1,058.74 759.63 VII. Tax expense Current tax 72.99 77.80 44.78 264.01 165.01 Deferred tax 6.10 8.99 17.01 54.18 2.18 VIII. Profitforthe period (VI-VII) 182.01 195.58 165.73 740.55 592.44 IX. Other Comprehensive Income/(Expenditure), net of tax (1.76) 0.40 1.60 (0.56) 1.60 X. Total Comprehensive Income/(Expenditurel for the period {X+X11 1_8_t_i._25 195.98 167.33 739.99 594.04 x1. Profit for the period attributable to: Owners of the Company 179.39 195.77 163.68 730.71 581.19 Non Controlling interest 2.62 (0.19) 2.05 9.84 11.25 132.01 195.58 155.73 740.55 592.44 XII. Other Comprehensive Income for the period attributable to : Owners of the Company (1.73) 0.40 1.58 (0.56) 1.57 Non Controlling interest (0.03) (0.00) 0.02 0.00 0.03 11.761 0.40 1.60 (0.561 _1..§9__ X111 Total Comprehensive Income for the period attributable to : Duners of the Company 177.66 196.17 165.26 730.15 582.76 Non Controlling interest 2.59 (0.19) 2.07 9.84 11.28 180.25 195.9 167.33 739.99 594.04 XIII. EarningsPerShare ( in Rs.) (not annualized): (aiBasic 31.77 34.69 29.66 129.45 106.56 it) Diluted 31.44 34.35 29.36 128.19 105.40 XIV. Paid upequity sharecapital (face value pershare 85.10) 56.48 56.44 56.43 56.48 56.43 XV. Paid up Debt Capital" 499.80 499.80 XVI. Otherequity 5,535.00 4,897.27 XVII. Capital Redemption Reserve 40.43 40.43 XVIII. Debenture Redemption Reserve 49.67 17.81 XIX. NetWorth" 5,591.48 4,953.70 xx. Debt Equity Ratio"* 0.41 0.47 XXI. Debt Service Coverage Ratio"*' 2.77 2.73 XXII. interest Service Coverage Ratio***** 9.77 9.46

1' Paid up Debt Capital comprises of listed debentures only/~

1* Net Worth ⁼ Equity share capital ⁺ Reserves attributable to owners of equity

1" Debt equity ratio ⁼ Total Debt/Equity

1"" Debt service coverage ratio (DSCR) ⁼ (EBDiT~Current Tax)/(Gross interestrScheduied principal repayment of Long term Debts) 1"" interest service coverage ratio (iSCR) ⁴ iEBDIi~Current Tail/Gross interest

VARDHMAN TEXTILES LIMITED Consolidated Balance Sheet as at March 31, 2019 (Rs. In Crores)

S'N°'		Audited	Audited
	Pamcmars	March 31 ,2019	March 31 ,2018
	ASSETS
	1 Non-current assets
	(a) Property, Plant and Equipment	3,186.24	2,614.59
	(b) Capital work—in-progress	273.68	105.71
	(c) Intangible Assets	2.35	3.81
	(d) Goodwill	12.50	12.50
	(e) Financial Assets
	—Investment in associates and ioint ventures	107-84	106.00
	-Investments	645.52	748.58
	-Loans	0.73	0.59
	-Other financial assets	9.39	9.40
	(f) Other non—current assets	96.98	97.31
	Totjl Nonflrrent assets	4,335.23	3,698.49
	2 Current assets
	(a) Inventories
	(b) Financial Assets	2,610.25	2,256.64
	-Investments	592.37
	-Trade receivables		979.09
	-Cash and cash equivalents	803.08 40.05	757.53 70.38
	-Bank balance other than above	3.80	3.38
	-Loans	17.69	29.80
	—Other financial assets	68.90	18.35
	(c) Current tax assets (net)	102.25	78.41
	Other current assets d	442.60	352.02
	Total grrent assets	4,680.99	4,545.60
	TOTAL ASSETS
		9,016.22	8,244.09
	EQUITY AND LIABILITIES
1	Equity
	(a) Equity Share capital	56.48	56.43
	(b) Other Equity	5,535.00
	(c) Non controlling interest		4,897.27
	- Equity Share capital	23.44	23.44
	- Other Equity	89.63	85.34
	Total Eguitv	5194.55	5,062.48
	Liabilities
	Non-currentliabilities
2
	(a) Financial Liabilities
	~Borrowinqs	1,088.79
	-Other financial liabilities	4.48
	(b) Provisions	12.36
	(c) Deferred tax liabilities (Net)	323.31
	(d) Other non-current liabilities Total Non-current liabilities	20.67 1,449.61
3	Current liabilities
	(a) Financial Liabilities
	-Borrowinas	886.42
	-Trade payables
	(i) Total outstanding dues of micro	4.38	-
	enterprises and small enterprises
	(ii) Total outstanding dues of creditors	311.19	1,209.77 0.65 7.59 255.62 22.18 1,495.91 821.19 290.60
	other than micro enterprises and small
	enterprises. -Other financial liabilities
		550.15
	(b) Provisions (c) Current tax liabilities	2.95 30.66
	_\ (d) Other current liabilities .- x ,	76.31 ,_
	,I/xt//\ Total Current liabilities	'J \ 1,862.06	438.52 5.47 10.93 118.99 1,685.70
	will «6.:Ml	-~ll
/	/ TOTAL EQUITY AND LIAELITIES llC'	\rl; 9,01&22 '1	8,244.09

VARDHMAN TEXTILES LIMITED

Registered Office: Chandigarh Road, Ludhiana-141010 Consolidated Financial Results for the Quarter and year ended March 31, ²⁰¹⁹

Statement of Segment Information

Particulars	Quarter Ended March 31, 2019	Quarter Ended December 31 2018	Quarter Ended March 31, 2018	Year Ended March 31, 2019	Year Ended March 31, 2018
	Audited (Refer note no.7)	Unaudited	Audited	"mad	"mud
1. Segment Revenue			(Refer note no.7)
Textiles Acrvlic Fibre Total	1,703.16 78.87 1,782.03	1,657.54 96.14 1,753.68	1,448.41 81.14 1,529.55	6,577.51 391.96 6,969.47	5,996.37 326.93 6,323.30
_Lg§§ : inter Segment Revenue Net sales/income from operations	18.62	24.24	19.92	91.55	7503
	1,763.41	1,729.44	1,509.63	6,877.92	6,248.27
II. Segment Results Profit before tax 8 interest from each segment
Textiles Acrylic Fibre Total Less: (a) Interest (b) Other un-ailocable expenditure / (income) (Net of un-allocable (incomeiiexpenditure)	253.27 7.70 260.97 30.05 (28.33)	300.01 (7.48) 292.53 26.66 (12.05)	222.79 3.77 226.56 35.22 (31.24)	1,082.55 28.51 1,111.06 119.65 (51.40)	760.91 28.77 789.68 118.19 (70.63)
Total Profit before tax	259.25
Tax expenses	79.09	277.92 86.79	222.58 61.79	1,042.81 318.19	742.12 167.19
Net Profit after tax	180.16	191.13	160.79	724.62	574.93
Add: Share of Profit/( Loss) of Associates and Joint Venture	1.85	4.45	4.94	15.93	17.51
Less: Non Controlling Interest	2.62	(0.19)	2.05	9.84	11.25
Net Profit after taxes, non controlling interest and Share of profit of Assocrates and Jornt Venture	179.39	195'"	163.68	730.71	581.19
111. Segment Assets
Textiles* Acrvlic Fibre Un-alioggted Total	7,124.50 146.00 1,745.72 9,016.22	6,008.34 127.01 2,171.76 8,307.11	5,863.01 129.88 2,251.20 8,244.09	7,124.50 146.00 1,745.72 9,016.22	5,863.01 129.88 2,251.20 8,244.09
1V. Segment Liabilities"
Textiles Acrvlic Fibre m Un-allocated Total	523.63 75.97 111.12	627.75 52.82 89.12	477.12 48.58 78.81	523.63 75.97 111.12	477.12 48.58 78.81
2537' >1 l'\ * Includes Capital Work in Progess and Capital Advances	710.72 ' 308.60	769.69 621.34	604.51 142.08	710.72 308.60	604.51 142.08

VARDHMAN TEXTILES LIMITED Consolidated Financial Results for the Quarter and year ended March 31, 2019 Registered Office : Chandigarh Road, Ludhiana-141010

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1. The consolidated financial results includes result of all its - (i) Subsidiaries viz Vardhman Acrylics Limited, VMT Spinning Company Limited VTL Investments Limited, and Vardhman Nisshinbo Garments Company Limited (refer note ³ below) and (ii) Associates viz Vardhman Yarns and Threads Limited, Vardhman Special Steels Limited and Vardhman Spinning and General Mills Limited.

2. The Financial Results has been prepared in accordance with the Indian Accounting Standards ("Ind AS") as prescribed under Section ¹³³ of the Companies Act, ²⁰¹³ read with relevant rules issued thereunder and SEBI's circular no. CIR/CFD/FAC/62/2016 dated July 5, 2016.

3.The Company has acquired 68,60,000 shares representing 49% of equity share capital of Vardhman Nisshinbo Garments Company Limited (VNGL) from its joint venture partner namely M/s. Nisshinbo Textile inc. on January 23, ²⁰¹⁹ for ^a consideration of Rs.1.37 crores. Accordingly VNGL has become ^a wholly owned subsidary of the Company w.e.f. January 23, 2019.

1. The Company has issued secured, rated listed Redeemable Non-convertible Debentures (NCDs) aggregating to Rs. 499.80 crores for cash at par on private placement basis on September 8, 2017. The NCDs are listed at the Bombay Stock Exchange of India (BSE) and comprise of three series repayable in third, fourth and fifth years and have an overall yield of 7.69% per annum.

CRISIL has assigned ^a rating of AA+ with Stable outlook to the said NCDs oi the Company on December 28, 2018. These NCDs are secured by way of ^a first pari passu charge over the immovable and movable fixed assets of the Company and it should have fixed asset cover of more than 1.05 times of outstanding amount of NCDs. The Fixed Asset coverage ratio as on March 31, 2019 is 2.23 times

1. During the year ended March 31, 2019, the Company has issued 44,700 equity shares under Employee Stock Options Scheme at Rs. ⁸¹⁵ per share. As ^a result of above, the paid up equity share capital of the Company has increased from Rs. 56.43 crores to Rs. 56.48 crores.

2. Financial Results has been reviewed by the Audit Committee at its meeting held on May 08, ²⁰¹⁹ and approved by the Board of Directors at its meeting held on May 09, 2019. The statutory auditors have expressed an unmodified opinion on the aforesaid results.

⁷ The figures for the quarter ended March ³¹ are the balancing figures between the audited figures in respect of full year and unaudited figures upto nine months ended December 31. '

⁸ The Group has adopted Ind AS - 115, Revenue from Contracts with Customers which is mandatory for reporting beginning after April 1, 2018. Adoption of this standard did not have any material impact on the financial results of the Group.

1. In accordance with Regulation ³³ of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has opted to publish consolidated financial results. The standalone financial results of the Company is available on the Company's website www.vardhman.com or on the website of BSE (www.bseindia.com) or NSE (www.nseindia.com).

¹⁰ The Board of directors has recommended ^a dividend of Rs. 17.50 per share on fully paid up equity shares of the company

For Vardhman Textiles Limite

........

S.P Oswal / Chairman and Managaing Director

(A

Place: Ludhiana V" : May 09, ²⁰¹⁹

Dale \'

I Chartered Accountants ^{D l} tt ,3 ^B e 0'. ^e FC' Ph —l| Hasklns 8: Sells LLP gtwg-gmefgm

ZJLngberLgiterimpieiwer Haryana, india

Tel: +91 124 679 2000 Fax: +9! 124 679 2012

INDEPENDENT AUDITOR'S REPORT TO THE BOARD OF DIRECTORS OF VARDHMAN TEXTILES LIMITED

• 1. We have audited the accompanying Statement of Consolidated Financial Results of VARDHMAN TEXTILES LIMITED ("the Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as "the Group") and its share of the profit of its associates and joint venture for the year ended March 31, 2019 ("the Statement"), being submitted by the Parent pursuant to the requirement of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as modified by Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016.
• 1. This Statement, which is the responsibility of the Parent's Management and approved by the Board of Directors, has been compiled from the related consolidated financial statements which has been prepared in accordance with the Indian Accounting Standards prescribed under Section 133 of the Companies Act, 2013, read with relevant rules issued thereunder ("Ind AS") and other accounting principles generally accepted in India. Our responsibility is to express an opinion on the Statement based on our audit of such consolidated financial statements.
• 1. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Statement is free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in the Statement. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the Statement, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Parent's preparation and fair presentation of the Statement in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Parent's internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Management, as well as evaluating the overall presentation of the Statement.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms of their reports referred to in paragraph ⁵ below, is sufficient and appropriate to provide ^a basis for our audit opinion.

1. In our opinion and to the best of our information and according to the explanations given to us, and based on the consideration of the reports of the other auditors on separate financial statements and the other financial information of subsidiaries, associates and joint venture referred to in paragraph 5 below, the Statement:

Name of Entity	Relationship
Company Limited VMT Spinning	Whoily owned subsidiary company
VTL Investments Limited	Whoily owned subsidiary company
Vardhman Nisshinbo Garments Company Limited	owned (with subsidiary company Wholly 23, 2019, earlier it was effect from January joint venture)
Vardhman Acrylics Limited	Subsidiary company
Vardhman Yarns and Threads Limited	Associate company
Steels Limited Vardhman Special	Associate company
Vardhman and General Mills Spinning Limited	Associate company

a. includes the results of the following entities:

Regd. Office: indie ulls Finance Centre, Tower 3. 27'" - 32"" Floor, Senapati Bapat Marg. Elphinstone Road (West), Mumbai - 400 013, Maharashtra, india. (LLP identification No. AAB-8737)

Deloitte Haskins & Sells LLP

• b. is presented in accordance with the requirements of Regulation ³³ of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as modified by Circular No. CIR/CFD/FAC/62/2016 dated July 5, 2016; and
• c. gives ^a true and fair view in conformity with the aforesaid Indian Accounting Standards and other accounting principles generally accepted in India of the net profit, total comprehensive income and other financial information of the Group for the year ended March 31, 2019.
• We did not audit the financial statements of four subsidiaries included in the consolidated financial results, whose financial statements reflect total assets of Rs. 724.95 crores as at March 31, 2019, total revenues of Rs. 671.37 crores, total net profit after tax of Rs. 58.35 crores and total comprehensive income of Rs. 57.61 crores for the year ended on that date, as considered in the consolidated financial results. The consolidated financial results also include the Group's share of net profit of Rs. 15.96 crores and total comprehensive income of Rs. 15.93 crores for the year ended March 31, 2019, as considered in the consolidated financial results, in respect of three associates and joint venture, whose financial statements/information have not been audited by us. These financial statements/information have been audited by other auditors whose reports have been furnished to us by the Management and our opinion on the consolidated financial results, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, associates and joint venture, is based solely on the reports of the other auditors.

Our opinion on the Statement is not modified in respect of the above matter with respect to our reliance on the work done and the reports of the other auditors.

The Statement includes the results for the Quarter ended March 31, ²⁰¹⁹ being the balancing figure between audited figures in respect of the full financial year and the published year to date figures up to the third quarter of the current financial year which were subject to limited review by us.

For DELOITTE HASKINS & SELLS LLP Chartered Accountants (Firm's Registration No. 117366W/W-100018)

,.

Rajesh Kumar garwal Partner (Membership No. 105546)

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GURUGRAM, MAY 9, 2019

SBICAP Trustee Company Ltd.

Refino. 584/SBICTCL/DT/2019-20

Date: 09"I May 2019

To, VARDHMAN TEXTILES LIMITED Vardhrnan Premises, Chandigarh Road, Ludhiana

Kind Attention: Mr. Akshay Jain

Subz-Cerlificale u/r 52(5) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, for NCDs aggregating to Rs 499.80 Crores by Vardhman Textiles Ltd ("Issuer"), for the half year ended 315' March 2019.

Dear Sir,

We are acting as Debenture Trustee for the captioned Debenture Issue. Pursuant to Regulation 52(5) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, ('Regulations') we state that we have taken note of the disclosures made by the Issuer under Regulation 52(4) ofthe Regulations.

Yours faithfully, For SBICAP Trustee Company Limited

263%

Authorised Signatory

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