Vardhman Textiles Limted — Annual Report 2021

Jul 11, 2021

@) | Vardhman VARDHMAN TEXTILES LIMITED

LUDHIANA- 141010, PUNJAB T: +91-161-2228943-48 F: +91-161-2601 048 E: secretarial.lud@vardhman.com

Listing Compliance Department, National Stock Exchange of India Limited "Exchange Plaza'. C-1, Block G, Bandra Kurla Complex, Bandra (E), Mumbai - 400 051

Sub: Clarification for Financial results

Dear Sir/ Madam

This is in reference to your e-mail dated June 16, 2021 on the above captioned subject matter. In this regard, we would like to inform you that due to some technical hitch while consolidating the PDF files the system left two-three pages of the Consolidated Auditor's Report from consolidation which remained unnoticed while uploading the same on Neaps.

Now, complete results including Auditor's Renort (both Standalone and Consolidated) for the Financial Year/ Quarter ended 31° March, 2021 are enclosed herewith.

You may kindly take the same on your records.

Thanking You,

Yours Faithfully

YARNS | FABRICS | THREADS | GARMENTS | FIBRES | STEELS

VARDHMAN TEXTILES LIMITED

Registered Office : Chandigarh Road, Ludhiana-141010 Standalone financial results for the quarter and year ended March 31, 2021 Corporate Identity Number (CIN): L17111PB1973PLC003345, PAN: AABCM4692E Website:www.vardhman.com Email: secretarial.Jud@vardhman.com

	VARDHMAN TEXTILES LIMITED
	Registered Office : Chandigarh Road, Ludhiana-141010Standalone financial results for the quarter and year ended March 31, 2021
	Corporate Identity Number (CIN): L17111PB1973PLC003345, PAN: AABCM4692EWebsite:www.vardhman.comEmail: secretarial.Jud@vardhman.com
S.No.	Particulars
		Quarter Ended	Quarter Ended	Quarter Ended		(Rs. In Crores)Year Ended March] Year Ended March
		March 31, 2021Unaudited	December 31, 2020Unaudited	March 31, 2020Unaudited	31, 2021Auditedi	31, 2020Audited:
I.IL.	]Revenue from operations Other income	(Refer Note No.11)1,816.6945,55	ees1,666.8851,76	(Refer Note No.11)1,491.1739.85	ria5,787.64189.47	eka6,325.15171.98
III.	Total income from operations (1+I1)	1,862.24	1,718.64	1,531.02	5,977.11	6,497.13
Iv.	ExpensesCost of materials consumed	904.26	840.77	767.12	2,999.62	3,332.63
	oePurchase of stock- in trade. inventories of finished goods,works -in progress and stock -	6.91(55.77)	18.1721,38	755(15.85)	46.5961.62	52.05(50.30)
	Employee benefits expenseFinance cost	161,5327.70	142.4423.31	131.7034.65	549,86111.43	550.98132.54
	Depreciation and amortisation expensePower and fuel	88.61175.84	88,12162.87	84.81165.98	350.13565.70	319.21710.28
Vv.	Other expensesTotal Expenses Profit/(Loss) before tax (III-IV)	265.641,574.72287.52	230.301,527.36191.28	225.151,401.11129.91	825.005,509.95467.16	846.735,894.12603.01
VIL	Tax expense
	(Current taxDeferred tax	64.308.38	38.248.65	30.28(33.43)	102.5414.21	129.66(72.14)
	VII. Profit/(Loss) after tax (V-VI)VIII. }Other Comprehensive Income/ (Expenditure)	214.844.55	144.39=	133.06(3.35)	350.414.55	$45.49(3.26)
1x.X.	[Total Comprehensive income/ (Expenditure) (VII+VIII) Earnings Per Share (in Rs.) (not annualized)	219.39	144.39	129.71	354.96	542.23
	(a) Basic(b) Diluted	S78237.14	25.1024.93	23.1322.97	60.9160.53	94,8694.16
XI.	[Paid up Equity Share Capital (Face value per share Rs.10)	57.56	57.52	57.52	57.56	57.52
	XII. [Paid up Debt Capital*				544,80	499.80
	XIIL. ]Other Equity				§,974.95	5,608.69
XV.	XIV. Capital Redemption Reserve Debenture Redemption Reserve				6.2657.62	6.2657.62
	XVI. [Net Worth**				6,032.51	5,666.21
	XVII, Debt Equity Ratio***				0.35	0.39
	XVIII. Debt Service Coverage Ratio****				2.09	2.72
XIX,	Interest Service Coverage Ratiot=** Paid up Debt Capital comprises of listed debentures only.			f		6.98
	** Net Worth = Equity share capital + other equity*** Debt equity ratio = Total Debt/Net Worth
	**** Debt service coverage ratio (OSCR) = (EBDIT-Current Tax)/(Gross Interest+ Scheduled principal repayment of Long term Debts)**« Interest service coverage ratio (ISCR) = (EBDIT-Current Tax)/Gross Interest				aEYh"?

	VARDHMAN TEXTILES LIMITEDRegd. Office : Chandigarh Road, Ludhiana-141010
	Standalone Balance Sheet as at March 31, 2021Particulars	Audited	(Rs. In Crores)Audited
Soine!		March 31,2021	March 31 ,2020
	ASSETS
1	Non-current assets(a) Property, plant and equipment(b) Capital work-in-progress	3,389.40	3,470.54
	(c) Right of Use Asset	73.928.63	139.428.76
	(d) Intangible assets(e) Financial assets	1.69	1.82
	-Investments-Loans	552.431.31	558.201.48
	-Other financialassets(f) Other non-current assetsTotal Non-current assets	173.9364.654,265.96	5.1963.114,248.52
2	Current assets
	(a) Inventories(b) Financial assets-Investments	2,624.20318.90	2,506.16473.29
	-Trade receivables-Cash and cash equivalents	986.6031.17	794.81148.46
	-Bank Balance other than above-Loans-Other financial assets	35.2763.2750.02	3.2529.7211.03
	(c) Current tax assets(net)(d) Other current assets	=563.21	65.82445.47
	(e) Assets held-for-saleTotal current assets	0.154,672.79	0.154,478.16
	AssetsTotal	8,938.75	8,726.68
	EQUITY AND LIABILITIESEquity
	(a) Equity share capital(b) Other equity	57.565,974.95	57.525,608.69
	Total equityLiabilities	6,032.51	5,666.21
1	Non-current liabilities(a) Financial liabilities
	-Borrowings-Other financial liabilities	1,296.602.81	1,266.143.98
	-Lease liability(b) Provisions(c) Deferred tax liabilities (net)	0.1615.26239.54	0.1514.45225.32
	(d) Other non-current liabilitiesTotal Non-current liabilities	17.521,571.89	19.321,529.36
2	Current liabilities
	(a) Financial Liabilities-Borrowings	550.12	723.02
	-Trade payables(i) Total outstanding dues of microenterprises and small enterprises	13.87	27.23
	(ii) Total outstanding dues of trade	233.09	264.69
	payables other than micro enterprisesand small enterprises.
	-Other financial liabilities(b) Provisions(c) Current tax liabilities (net)	443.242.5711.17
	(d) Other current liabilities	80.29
	Total Current liabilitiesTotal Equity and Liabilities	1,334.358,938.75

VARDHMAN TEXTILES LIMITED
STANDALONE CASH FLOW STATEMENT		(Rs. In Crores)
for the vear ended March 31. 2021Particulars icul	Year endedMarch 31, 2021(Audited) .	Year endedMarch 31, 2020
		(Audited)
CASH FLOW FROM OPERATING ACTIVITIESProfit before tax	467.16	603.01
Adjustments for:Finance costs	97.67	121.21 (38.13)
Fair valuation gain on investmentSubsidy from Government	(35.63)(27.54)	(16.27)
Interest incomeDividend on investments	(26.89)(5.65)	(27.29)(31.39) (4.50)
Net gain on sale / discarding of property, plant and equipment(Profit)/Loss on sale of Investments (Net)Provision no longer required written back (net)	(0.65)(17.61)(6.57)	(19.82) (1.66)
Assets written offBad debt written off	1.820.37
Allowances for doubtful trade receivables and advances writtenback (net)Depreciation and amortisation	_350.13	(2.85)319.21
Share options outstanding accountChanges in working capital:	2.16
Adjustments for (increase) / decrease in operating assets :-Trade receivables	(184.22)	(41.28)
InventoriesLoans (Current)Loans (Non-current)	(118.04)(33.55)0.17	(64.03)(0.76)
Other assets (Current)Others financial assets (Current)Others financial assets (Non Current)	(89.80)(36.07)(165.44)	(29.61)47.76
Other assets (Non-current)	(3.50)
Adjustments for increase / (decrease) in operating liabilities :-Trade payablesProvisions (Non Current)	(38.39)0.81	$3.22
Provisions (Current)Others financial liabilities (Current)Others financial liabilities (Non-Current)	O.L1(49.33)	(0.33)43.88
Other liabilities (Non-current)Other liabilities (Current)	(1.16)0.372.90	(0.35)10.64
Cash generated from operations	83.63	952.02
	(27.08)56.55	(100.84)851.18
Income taxes paid
Net cash generated by operating activitiesCASH FLOW FROM INVESTING ACTIVITIES		(392.34) 505.96
Purchase of investmentsProceeds from sale Investments	(552.39)765.63
Interest receivedPayment for purchase of property, plant and equipment, capital	20.67(235.35)
work in progress and other intangible assetsBank balances not considered as cash and cash equivalents	'
Proceeds from disposal of property, plant and equipmentDividend on subsidiaries, associates and other investments	(32.02)¥29
Net cash used in investing activities
		27.22(640.96)31.39

Particulars	Year endedMarch 31, 2021(Audited)
CASH FLOW FROM FINANCING ACTIVITIES*Proceeds. from equity share capital/share application	9.19
Proceeds from borrowings (non-current)	325.00
VARDHMAN TEXTILES LIMITEDSTANDALONE CASH FLOW STATEMENTfor the vear ended March 31, 2021Repayment of borrowings (non-current)Repayment of borrowings (current) (net)	(218.01)(172.89)
Corporate dividend tax paidDividends on equity share capital paid	7(0.29)
Lease Payments madeFinance costs paid	i92.32)
Net cash used in financing activitiesNet increase / (decrease) in cash and cash equivalents	(149.32)(117,29)
Cash and cash equivalents at the beginning of the year	148.46
Cash and cash equivalents at the end of the year	31.17
There are no non cash changes arising 'rom financing activities*		(Rs. In Crores)Year endedMarch 31, 2020(Audited)3.43357.00(253.34)(145.66)(17.76)(100.80)(1.52)(119.53)(278.19)111.0337.43

VARDHMAN TEXTILES LIMITED

Registered Office : Chandigarh Road, Ludhiana-141010

Notes to standalone financial results:

• 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 as amended from time to time.
• The Company is primarily in the business of manufacturing and sales of textile products (i.e., Yarns and Fabrics). The Chief Operating Decision Maker (CODM), the Chairman & Managing Director, performs a detailed review of the operating results, take 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".
• ended March 31,2021, are as follows:-

namely, "Textiles".ISIN NoNE825A14890A782514908	rISIN Type1i	'RatingBombay Stock Exchange of India (BSE) and repayable at the end of 36 months from the date of allotment and have a yield of 6.83% per annum payable on O1-June on annual basis.assets of the Company and it should have fixed asset cover of more than 1.25 times of outstanding amount of NCDs. The Fixed Asset coverage ratio as on March 31, 2021 is 2.14 times.7.59% Series A NCDs of Rs.10 lacs each amounting to Rs.150 Cr were redeemed on 08-September 2020.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, 2021 is 2.14 times.Details of due dates of non-convertible debentures amounting Rs.544.80 Crores as follows:-	Due Date of payment5	Actual DateofSeeeaeRepayment:	RedemptionAmount5Rs, In Crores00200,00250.00
		SEBI's circular no. CIR/CFD/FAC/62/2016 dated July 5, 2016 as amended from time to time.
	Notes to standalone financial results:
	Registered Office : Chandigarh Road, Ludhiana-141010

		Registered Office : Chandigarh Road, Ludhiana-141010
		Notes to standalone financial results:
			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 andSEBI's circular no. CIR/CFD/FAC/62/2016 dated July 5, 2016 as amended from time to time.
	namely, "Textiles".		The Company is primarily in the business of manufacturing and sales of textile products (i.e., Yarns and Fabrics). The Chief Operating Decision Maker (CODM), the Chairman & Managing Director, performs a detailedreview of the operating results, take 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
								ended March 31,2021, are as follows:-
	ISIN No	rISIN Type	'Rating	Due Date of payment5	Actual DateofSeeeaeRepayment:	RedemptionAmount5Rs, In Crores00
	NE825A14890A782514908	1i				200,00250.00
4 (a)			The Company had issued secured, rated listed Redeemable Non-convertible Debentures (NCDs) aggregating to Rs. 195.00 Crores for cash at par on private placement basis on June 1, 2020. The NCD's are listed at theBombay Stock Exchange of India (BSE) and repayable at the end of 36 months from the date of allotment and have a yield of 6.83% per annum payable on O1-June on annual basis.
			CRISIL has assigned a rating of AA+ with Stable outlook to the said NCOs of the Company on December 18, 2020. The NCDs shall be secured by way of a first pari passu charge over the immovable and movable fixedassets of the Company and it should have fixed asset cover of more than 1.25 times of outstanding amount of NCDs. The Fixed Asset coverage ratio as on March 31, 2021 is 2.14 times.
(b)			The Company had also 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 arelisted 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. During the year ended March 31,2021 1,500
			7.59% Series A NCDs of Rs.10 lacs each amounting to Rs.150 Cr were redeemed on 08-September 2020.
			CRISIL has assigned a rating of AA+ with Stable outlook to the said NCDs of the Company on December 18, 2020. These NCDs are secured by way of a first pari passu charge over the immovable and movable fixedassets 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, 2021 is 2.14 times.
(c)			Details of due dates of non-convertible debentures amounting Rs.544.80 Crores as follows:-
							Previous Due Dates		peer eoe
	S.No1	ISIN NumberINE825A07050	Particulars1500 7.69% Series B NCDs of Rs. 10}Secured	WhetherSecured/Unsecured	RatingCrisil AA+ Stable	Amount(Rs. In crores)150.00	Principal	Interest	PrincipalSeptember 08, 2020] September 08,2021} September 08, 2021	Interest
		INE825A07068	Lacs each				+]		September 08, 2020] September 08, 2022] September 08, 2021
	2		1998 7.75% Series C NCDs of Rs, 10/SecuredLacs each		Crisil AA+Stable	199,80	PUNats- -be
	3	INE825A07076	1950 6.83% NCDs of Rs. 10 Lacs each Secured		Crisil AA+Stable	195.00		--	June 01, 2023	June 01, 2021
							wouiANA SEIRTt

	VARDHMAN TEXTILES LIMITED
	Registered Office : Chandigarh Road, Ludhiana-141010Financial Results has been reviewed by the Audit Committee at its meeting held on May 24, 2021 and approved by the Board of Directors at its meeting held on May 25, 2021 .The statutory auditors have expressed anunmodified opinion on the aforesaid results.
	On account of COVID-19 pandemic, the Government of India had imposed a complete nation-wide lockdown on March 24, 2020 leading to temporarily shut down of company's manufacturing facilities and operations for some period during first quarter. Since then the Government of India progressively relaxed lockdown conditions and has allowed industry to resume its operations. Hence results of year ended 31st March 2021 are notcomparable with corresponding year ended 31st March 2020 . Tne Company has made assessment of its liquidity position for the current year and the recoverability and carrying value of its assets comprising property,plant and equipment, right of use assets, investments, inventories and trade receivables. The Company has considered internal and external sources of information for making said assessment. On the basis of saidassessment, the Company expects to recover the carrying amount of these assets and no material adjustments is required in the financial results, Given the uncertainties associated with nature, condition and durationof COVID-19, the Company will closely monitor any material changes arising out of the future economic conditions and its impact on the business of the company
	The Company was carrying substantial stock of cotton at the start of the Financial Year 2020-21. Amidst Covid situation, it was thought prudent to hedge the same partially against price fluctuation. Accordingly, theCompany had entered into derivative contracts at an international Commodity Exchange. 'Other Expense' for the quarter and the year ended 31st March, 2021 include loss (including Mark to Market loss) of Rs 3.34 erand Rs 87.90 cr respectively on these derivative contracts.
	The Board of Directors, in its meeting held on May 27, 2020 had approved a Scheme of Amalgamation (the "Scheme") under Sections 230 to 232 of the Companies Act, 2013 and other applicable provisions of the 2013Act, as per pooling of interest method, amongst the Company (Transferee Company) and its subsidiaries VMT Spinning Company Limited and Vardhman Nisshinbo Garments Company Limited (Transferor companies) .The Appointed date for the scheme will be April 1, 2020. The Scheme is subject to necessary statutory approvals.
	The Code on Social Security 2020 has been notified in the Official Gazette on 29th Septernber 2020. The effective date from which the changes are applicable is yet to be notified , Impact if any of the change will beassessed and accounted in the period in which said Code becomes effective.
10	During the year ended March 31, 2021, the Company has issued 43,800 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 Companyhas increased from Rs. 57.52 crores to Rs. 57.56 crores.
1112	The figures for the quarter ended March 31 are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto 31st December.The disclosure as per SEBI Circular SEBI/HO/DDHS/CIR/P/2018/144 dated 26 November 2018 applicable to Large Corporate Borrowers are as follows:
	Annexure AS.No.ParticulursDetails
	Name of the Company _Vardhinan Textiles Limited LITLIPB1973PLC003345CIN2Outstanding borrowing of company as on 31st March, 20211580.54 Crores3Highest Credit Rating During the previous FY along with name of the CreditCRISIL AArStable4Rating Agency
	Bombay Stock Exchange¢ of Stock Exchange in which the fine shall be paid, in case of shortfallN in the required borrowing under the frameworkcircular SEB HO/DDHS/CIR/P/20 18/144 dated November 20,2018.are a Large Corporate as per the applicability criteria given under the SEBIWe confirm that we

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

	Registered Office : Chandigarh Road, Ludhiana-141010
Annexure BL
$No.	Particulars	Details
2	Incremental borrowing done in FY 2020-2021 (a)Mandatory borrowing to be done through issuance of debt securities (b) =	325 Crores81.25 Croves
	(25% of a)
3	Actual borrowings done through debt securities in FY (c)	195 Crores
4	Shortfall in the mandatory borrowing through-debt securities, if any (d) = (b)+ (¢)	-
5	Reasons for short fall, if any, in mandatory borrowings through debtsecurities	-
	The Company will take the requisite measures as stipulated within the timelines prescribed in the SEBI Circular SEBI/HO/DDHS/CIR/P/2018/144,
	The Board of directors has recommended a dividend of Rs. 17.50 per share on fully paid up equity shares of the company
Place : Ludhiana

7Chartered Accountants Deloitte Floor Bullaing 1, Tower 8 =DLF Cyber City Complex Haskins & Sells LLP DLF City Phase Gurugram - 122 002

Haryana, India

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

INDEPENDENT AUDITOR'S REPORT ON AUDIT OF ANNUAL STANDALONE FINANCIAL RESULTS AND REVIEW OF QUARTERLY FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF Vardhman Textiles Limited

Opinion and Conclusion

We have (a) audited the Standalone Financial Results for the year ended March 31, 2021 and (b) reviewed the Standalone Financial Results for the quarter ended March 31, 2021 (refer 'Other Matters' section below), which were subject to limited review by us, both included in the accompanying "Statement of Standalone Financial Results for the Quarter and Year Ended March 31, 2021" of Vardhman Textiles Limited ("the Company"), being submitted by the Company pursuant to the requirements of Regulation 33 (and Regulation 52) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations").

(a) Opinion on Annual Standalone Financial Results

In our opinion and to the best of our information and according to the explanations given to us, the Standalone Financial Results for the year ended March 31, 2021:

• i. is presented in accordance with the requirements of Regulation 33 (and Regulation 52) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; and
• ii. gives a true and fair view in conformity with the recognition and measurement principles laid down in the 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 then ended.

(b) Conclusion on Unaudited Standalone Financial Results for the quarter ended March 31, 2021

With respect to the Standalone Financial Results for the quarter ended March 31, 2021, based on our review conducted as stated in paragraph (b) of Auditor's Responsibilities section below, nothing has come to our attention that causes us to believe that the Standalone Financial Results for the quarter ended March 31, 2021, prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 (and Regulation 52) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Basis for Opinion on the Audited Standalone Financial Results for the year ended March 31, 2021

We conducted our audit in accordance with the Standards on Auditing ("SAS") specified under Section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those Standards are further described in paragraph (a) of Auditor's Responsibilities section below. We are independent of the Company in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("the ICAI") together with the ethical requirements that are relevant to our audit of the Standalone Financial Results for the year ended March 31, 2021 under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. We believe that the audit evidence obtained by us is sufficient and appropriate to provide a basis for our audit opinion.

Management's Responsibilities for the Statement

This Statement which includes the Standalone Financial Results is the responsibility of the Company's Board of Directors and has been approved by them for the Issuance. The Standalone Financial Results for the year ended March 31, 2021 has been compiled from the related audited standalone financial statements. This responsibility includes the preparation and presentation of the Standalone Financial Results for the quarter and year ended March 31, 2021 that give a true and fair view of the net profit/loss and other comprehensive income and other financial information in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards prescribed under Section 133 of the Act read with relevant rules issued thereunder and other accounting principles generally accepted In India and in compliance with Regulation 33 (and Regulation 52) of the Listing Regulations. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the Standalone Financial Results that give a true and fair view and is free from material misstatement, whether due to fraud or error.

In preparing the Standalone Financial Results, the Board of Directors are responsible for assessing the Company's ability, to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Board of Directors either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

The Board of Directors are also responsible for overseeing the financial reporting process of the Company.

Auditor's Responsibilities

(a) Audit of the Standalone Financial Results for the year ended March 31, 2021

Our objectives are to obtain reasonable assurance about whether the Standalone Financial Results for the year ended March 31, 2021 as a whole is free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Standalone Financial Results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• * Identify and assess the risks of material misstatement of the Annual Standalone Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• eObtain an understanding of internal control relevant to the audit 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.
• eEvaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors.
• » Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements specified under Regulation 33 (and Regulation 52) of Listing Regulations.
• * Conclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Company to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Statement or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Company to cease to continue as a going concern.

• eEvaluate the overall presentation, structure and content of the Annual Standalone Financial Results, including the disclosures, and whether the Annual Standalone Financial Results represent the underlying transactions and events in a manner that achieves fair presentation.
• eObtain sufficient appropriate audit evidence regarding the Annual Standalone Financial Results of the Company to express an opinion on the Annual Standalone Financial Results.

Materiality is the magnitude of misstatements in the Annual Standalone Financial Results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Annual Standalone Financial Results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Annual Standalone Financial Results.

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

(b) Review of the Standalone Financial Results for the quarter ended March 31, 2021

We conducted our review of the Standalone Financial Results for the quarter ended March 31, 2021 in accordance with the Standard on Review Engagements ("SRE") 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the ICAI. A review of interim financial information consists of making inquiries, primarily of the Company's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with SAs specified under section 143(10) of the Act and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Other Matters

* As stated in Note 11 of the Statement, the figures for the corresponding quarter ended March 31, 2020 are the balancing figures between the annual audited figures for the year then ended and the published year to date figures for the 9 months period ended December 31, 2019. We have not issued a separate limited review report on the results and figures for the quarter ended March 31, 2020. Our report on the Statement is not modified in respect of this matter

e The Statement includes the results for the Quarter ended March 31, 2021 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. Our report on the Statement Is not modified in respect of this matter.

Our report on the Statement is not modified in respect of this matter.

For DELOITTE HASKINS & SELLS LLP

Chart Accountants (Firm's Registration No. 117 W-100018)

Chartered countants

Rajesh an Agarwal

Partner (Membership No. 105546) (UDIN: 21105546AAAACU3669)

Place: New Delhi Date: May 25, 2021

Vardhman Textiles Limited

Registered Office : Chandigarh Road, Ludhiana-141010 Consolidated Financial Results for the quarter and year ended March 31, 2021 Corporate Identity Number (CIN); L17111P61973PLC003345, PAN: AABCM4692E Website:www.vardhman.com Email: secretarial.lud@vardhman.com

(Rs. In crores) Quarter Ended March 31, 2021 Quarter Ended December 31, Quarter Ended March 31, 2020 Year Ended March 31, 2021 Year Ended March 31, 2020 S.No Particulars 2020 Unaudited ' Unaudited ., n ui Audit A d (Refer note no.11) nauaeed (Refer note no.11) walked waite I. [Revenue from operations 1,947.07 1,750.10 1,595.76 6,139.87 6,735.00 Ir, Other income 47.40 56.75 41.43 201.56 174.47 II, |Total income (1+1I) 1,994.47 1,806.85 1,637.19 6,341.43 6,909.47 Iv, |Expenses Cost of materials consumed 970.65 880.74 830.45 3,188.63 3,604.19 Purchase of stocks- in trade 3.85 0.14 6.74 5.13 9.01 |Change in inventories of finished goods, Works -in 23.18 16.1 66.70 a progress and stock -in- trade (62.13) ea 488.29) Employee benefits expenses 173.63 152.09 143.43 590.11 $95.93 Finance cost 28.41 23.25 34.79 113.32 135.27 Depreciation and amortisation expense 91.85 91.61 88.16 363.81 333.22 Power and fuel 186.63 174.17 176.30 606.63 754,87 Other exoenses 280.28 243.04 229.86 868.83 891.90 Total Expenses 1,673.17 1,588.22 1,493.58 5,803.16 6,266.14 Vv |Share of Profit/(Loss) of Associates 11.09 9.56 4.18 20.63 12.14 VI. |Profit/(Loss) before tax (I1I-Iv+V) 332.39 228.19 147.79 558.90 655.47 VIL, |Tax expense Current tax 75.40 44.40 35.16 123.63 144,34 Deferred tax 6.81 8.94 (36.23) 22.80 (79.84) VIII. | Profit/(Loss) after tax (VI-VII) 250.18 174.85 148.86 422.47 590.97 IX. [Other Comprehensive Income/ (Expenditure) 4.75 - (3.71) 4.75 (3.63) xX. |Total Comprehensive Income/ (Expenditure) 254.93 174.85 145.15 427.22 587.34 (VII+IX) XI. [Profit/(Loss) for the period attributable to : Owners of the Company 243.47 170.52 145.71 409.91 577.52 'Non Controlling Interest 6.71 4.33 3.15 12.56 13.45 250.18 174,85 148.86 422.47 590.97 XII. |Other Comprehensive Income/ (expenditure) for the period attributable to : Owners of the Company 4.60 - (3.63) 4.60 (3.54) Non Controlling Interest 0.15 7 (0.08) 0.15 (0.08) 4.75 = (3.71) 4.75 (3.63) XIII |Total Comprehensive Income/ (expenditure) = far the period attributable to : Owners of the Company 248.07 170.52 142.08 414.51 573.97 Non Controlling Interest 6.86 4.33 3.07 12.71 13.37 254.93 174.85 145.15 427.22 587.34 XIV. |Earnings Per Share (in Rs) (not annualized): (a) Basic 43.05 30.17 25.78 72.52 102,22 (bo) Diluted 42.83 29.97 25.60 72.07 101.45 xv, [Paid up equity share capital (face value per share Rs 56.56 56.52 56.52 56.56 56.52 XVI, [Paid up Debt Capital* 544.80 499.80 XVII, |Other equity 6,417.31 5,991.35 XVIII, |Capital Redemption Reserve 40.43 40.43 XIX, [Debenture Redemption Reserve 57.62 57.62 XX. [Net Worth** 6,473.87 6,047.87 XXI, [Debt Equity Ratio™** 0.33 0.37 XMIL, [Oebt Service Coverage Ratio**** 2.78 XXIII, [Interest Service Coverage Ratio***** 7.24 * Paid up Debt Capital comprises of listed debentures only ** Net Worth = Equity share capital + Reserves attributable to owners of equity *** Debt equity ratio = Total Debt/Other equity attributable to owners of the company *** Debt service coverage ratio (OSCR) = (EBDIT-Current Tax)/(Gross Interest+Scheduled principal repayment of Long term Deb! +**** Interest service caverage ratio (ISCR) = (EBDIT-Current Tax)/Gross Interest

	VARDHMAN TEXTILES LIMITEDConsolidated Balance Sheet as at March 31, 2021		(Rs. In Crores)
S.NoPig	Particulars	EliseMarch 31 ,2021	AuditedMarch 31 ,2020
	ASSETS
	1})Non-current assets(a) Property, Plant and Equipment(b) Capital work-in-progress	3,504.3577.96	3,593.24141.64
	(c) Right to Use Asset(d) Intangible Assets	19.962.26	20.24
	(e) Goodwill(f) Financial Assets-Investment in associates	12.50129.31	12.50114.33
	-Investments-Loans	437.55137	458.20
	-Other financial assets(g) Other non-current assets	173.9865.53	63.0363.87
	Total Non-current assets2/Current assets	4,424.77	4,470.98
	(a) Inventories(b) Financial Assets	2,796.05	2,681.05
	-Investments-Trade receivables-Cash and cash equivalents	507.671,038.6292.64	$72.38821.00214.85
	-Bank balance other than above-Loans	118.861.34	65.04
	-Other financial assets(c) Current tax assets(net)(d) Other current assets	54.76=592:12	13.3642.33469.56
	(e) Assets held-for-saleTotal Current assets	0.155,202.21	4,882.54
	TOTAL ASSETS	9,626.98	9,353.52
	EQUITY AND LIABILITIES Equity
1	(a) Equity Share capital(b) Other Equity	56.566,417.31	56.525,991.35
	(c) Non controlling interest- Equity Share capital- Other Equity	23.44109.75	23.4497.20
	Total Equity	6,607.07	6,168.51
	Liabilities2 Non-current liabilities(a) Financial Liabilities
	-Borrowinas-Other financial liabilities	1,296.602.81	1,266.14
	-Lease liability(b) Provisions(c) Deferred tax liabilities (Net)	0.1616.96256.91	16.17243.49
	(d) Other non-current liabilitiesTotal Non-current liabilities	17.831,591.27	19.581,549.51
	Current liabilities(a) Financial Liabilities
3	-Borrowings-Trade payables	551.63	736.92
		14.72284.54	27.76329.45
	Ci) Total outstanding dues of microenterprises and small enterprises(ii) Total outstanding dues of trade		460.86
	Ceepayables other than micro enterprises andsmall enterorises.
	-Other financial liabilities=(b) Provisions(c) Current tax liabilities (Net)"	453.742.7037.20
	Woeyoates{=(d) Other current liabilitiesVIJs]Total Current liabilitiesYa	84.111,428.64	77.271,635.50

	VARDHMAN TEXTILES LIMITEDRegd. Office : Chandigarh Road, Ludhiana-141010
	Consolidated Statement of Cash Flows for the year ended March 31, 2021	Year ended	(Rs. In Crores)Year ended
		March 31, 2021(Audited)	March 31, 2020(Audited)
	CASH FLOW FROM OPERATING ACTIVITIESProfit before tax	298.90	655.47
	Adjustments for:Share of profit of associatesFinance costs	(20.63)98.98	(12.14)123.13
	Fair valuation gain on investmentSubsidy from GovernmentInterest income	(40.97)(27.58)(34.41)	(43.17)(16.31)(26.51)
	Dividend on current investmentsNet gain on sale / discarding of property, plant and equipment(Profit)/Loss on sale of Investments (Net)Provision no longer required written back(Net)	(0.01)(0.69)(22.69)(6.90)	(16.19)(4.76)(33.38)(1.86)
	Amortisation of processing chargesAsset written off	0.701.92	0.092.44
	Bad debt written offAllowances for doubtful trade receivables and advancesDepreciation and amortisation expense	0.51=363.81	6.20(2.71)S33:22
	Share options outstanding account	2.15	0.97
	Changes in working capital:Adjustmentsassetsoperating(increasforreasein
A	Trade receivablesInventoriesLoans (Current)	(218.13)(115.00)1.48	(21.41)(70.80)14.87
	Loans (Non-current)Other assets (Current)Other assets (Non-current)	O.11(96.49)(3.59)	(0.75)(27.03)20.19
	Others financial assets (Current)Others financial assets (Non Current)	(33.17)(107.65)	56.02(53.97)
	Adjustments for increase / (decrease) in operatingliabilities :-
	Trade payables and other liabilitiesProvisions (Non Current)Provisions (Current)	(51.05)0.790.08	43.503.81(0.33)
	Others financial liabilities (Current)Others financial liabilities (Non-Current)Other liabilities (Non-current)	(46.58)(1.16)0.42	37.20(0.35)0.83
	Other liabilities (Current)Cash generated from operations	11.50214.65	(3.53)962.75]
	Income taxes paidNet cash generated by operating activities	(46.27)168.38	(113.33)849.41
B	CASH FLOW FROM INVESTING ACTIVITIES
	Purchase of investmentsProceeds from sale of investmentsInterest received	(743.81)892.8322.88	(473.72)763.2326.36
	Payment for purchase of property, plant and equipment, capitalwork in progress and other intangible assets-	(23306)	Mea202)
	Bank balances not considered as cash and cash equivalents ~Proceeds from disposal of property, plant and equipment	(53.82)3.39	(61.24)7.16

VARDHMAN TEXTILES LIMITED
Regd. Office : Chandigarh Road, Ludhiana-141010Consolidated Statement of Cash Flows for the year ended March 31, 2021
CASH FLOW FROM FINANCING ACTIVITIESCc		(Rs. In Crores)
Proceeds from Equity Share capital/Share ApplicationProceeds from borrowings (non-current)	9.19325.00	3.42357.00
Repayment from borrowings (non-current)Repayment of borrowings (current)	(228.92)(185.28)	(264.53)(149.50)
Corporate dividend tax paidDividends on equity share capital paidCapital Subsidy received	-(0.29)-	(21.89)(98.97)(0.01)
Finance costs paidNet cash generated/(used) in financing activities	(94.39)eeSeal ace'(174.69)	_ (121,11)(295.59)
Net increase / (decrease) in cash and cash equivalents
Cashequivalents atbeginningandcashyeartheof theCashequivalentsandcashend of theyeartheat

VARDHMAN TEXTILES LIMITED

VARDHMAN TEXTILES LIMITEDConsolidated Financial Results for the quarter and year ended March 31, 2021
Registered Office : Chandigarh Road, Ludhiana-141010Statement of Segment Information
					(Rs. In Crores)
	Quarter EndedMarch 31, 2021	Quarter EndedDecember 31,2020	Quarter EndedMarch 31, 2020	Year EndedMarch 31, 2021	Year EndedMarch 31, 2020
Particulars	(Unaudited)		(Unaudited)
I. Segment Revenue	(Refer Note no.11)	(Unaudited)	(Refer Note no.11)	(Audited)	(Audited)
TextilesAcrylic Fibre	1,865.17104.73	1,687.9480.88	1,529.3583.37	5,926.24280.19	6,478.92334.37
TotalLess ; Inter Segment Revenue	1,969.9022.83	1,768.8218.72	1,612.7216.96	6,206.4366.56	6,813.2978.29
Net Revenue from operations	1,947.07	1,750.10	1,595.76	6,139.87	6,735.00
II. Segment ResultsProfit/(loss) before tax & interest from each seqment
TextilesAcrylic Fibre	333.5627.78	211.9115.90)	157.58§,13)	568.0743.06	700.2324.89
TotalLess : (a) Interest	361.3428.41	227.8123.25	162.7134,79	611.13113.32	725.12135.27
(b) Other un-allocable expenditure / (income)(Net of un-allocable (income)/expenditure)Add: Share of Profit/(Loss) of Associates	11.6311.09	(14,07)9.56	(15.69)4.18	(40.46)20.63	(53.48)12.14
Total Profit/(loss) before tax	332.39	228.19	147.79	558.90	655.47
Tax expenses	82.21	53,34	(1,07)	136.43	64.50
Net Profit/(loss) after tax	250.18	174.85	148.86	422.47	590.97
Less: Non Controlling Interest	6.71	4.33	3.15)	12.56	13.45
Net Profit/ (Loss) after taxes, non controlling interest and Share of	243.47	170.52	145.71	409.91	577.52
profit/ (loss) of AssociatesIII. Segment Assets
Textiles*	7,867.03	7,091.14	7,543.28	7,867.03	7,543.28]
Acrylic FibreTotal Segment Assets	127.087,994.11	119,037,210.17	125.707,668.98	127.08}7,994.11	125.707,668.98
Un-allocatedTotal Assets	1,632.879,626.98	1,768.988,979.15	1684.549,353.52	1,632.879,626.98	1,684.549,353.52
IV. Segment Liabilities**Textiles	493.88)	601.28	565.11	493.88	565,11
Acrylic FibreTotal Segment Liabilitiescma	49.19)543.07	35.22636.50	60.48625.59	49.19543.07	60.48625.59
= ehUn-allocatedMe NCEIOETotal Liabilities	87.75630.82	25.28661.78	95.15720.74	87.75630.82	95.15720.74
* Includes Capital Work in Progess and Capital Advances**excludes borrowings, deferred tax liabilities	98.03	101.36	163.64	98.03	163.64

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

NOTES :

	VARDHMAN TEXTILES LIMITED
	Registered Office : Chandigarh Road, Ludhiana-141010
NOTES :
		Yarns and Threads Limited, Vardhman Special Steels Limited and Vardnman Spinning and General Mills Limited herein referred to as "The Group".
	dated July 5, 2016 as amended from time to time.
3, The Parent		Company has made the repayment of Commercial Papers on their respective due dates. The details of Commercial Papers repaid during the year ended March 31,2021, are as follows: -
	INN	tite	Pee	ee	ee	ee
	INE825A 14882	Fresh issued	Crisil A+	June 23, 2020	June 23, 2020	230.00
	INE825A 14890	Fresh issued	Crisil Al+	July 22, 2020	July 22, 2020	200.00
	INE825A 14908	Fresh issued	Crisil Al+	March 30, 2021	March 30, 2021	250.00
	INE825A 14908	Fresh issued	Crisil Al+	March 30, 2021	March 30, 2021	150.00
		India (BSE) and repayable at the end of 36 months from the date of allotment and have a yield of 6.83% per annum payable on 01-June on annual basis.
		fixed asset cover of more than 1.25 times of outstanding amount of NCDs, The Fixed asset coverage as at March 31,2021 1s 2.14 times.
	were redeemed on 08-September 2020.
		fixed asset cover of more than 1.05 times of outstanding amount of NCDs. The Fixed asset coverage as at March 31,2021 is 2.14 times.
		(c ) 'Details of due dates of non-convertible debentures amounting Rs.544.80 Crores as follows:
	:		Secured/Unsecured		(Rs. In crores)
		Rs, 10 Lacs each
7

VARDHMAN TEXTILES LIMITEDRegistered Office : Chandigarh Road, Ludhiana-141010
	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 and {ii) Associates - viz Vardhman Yarns and Threads Limited, Vardhman Special Steels Limited and Vardnman Spinning and General Mills Limited herein referred to as "The Group".
	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 as amended from time to time.3, The Parent	Company has made the repayment of Commercial Papers on their respective due dates. The details of Commercial Papers repaid during the year ended March 31,2021, are as follows: -
INNINE825A 14882	titeFresh issued	PeeCrisil A+	eeJune 23, 2020	eeJune 23, 2020	ee230.00
INE825A 14890INE825A 14908	Fresh issuedFresh issued	Crisil Al+Crisil Al+	July 22, 2020March 30, 2021	July 22, 2020March 30, 2021	200.00250.00
INE825A 14908	Fresh issued	Crisil Al+	March 30, 2021	March 30, 2021	150.00
	4 (a) .The Parent Company had issued secured, rated listed Redeemable Non-convertible Debentures (NCOs) aggregating to Rs 195.00 Crores for cash at par on private placement basis on June 1, 2020. The NCOs are listed at the Bombay Stock Exchange ofIndia (BSE) and repayable at the end of 36 months from the date of allotment and have a yield of 6.83% per annum payable on 01-June on annual basis.
	CRISIL has assigned a rating of AA+ with Stable outlook to the said NCDs of the Company on December 18, 2020. The NCDs shall be secured by way of a first pari passu charge over the immovable and movable fixed assets of the Company and it should havefixed asset cover of more than 1.25 times of outstanding amount of NCDs, The Fixed asset coverage as at March 31,2021 1s 2.14 times.
	(b).The Parent Company had also 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 StockExchange 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. During the quarter ended September 30,2020 1,500 7.59% Series A NCDs of Rs.10 lacs each amounting to Rs.150 Cr}
	CRISIL has assigned a rating of AA+ with Stable outlook to the said NCDs of the Company on December 18, 2020. 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 as at March 31,2021 is 2.14 times.(c ) 'Details of due dates of non-convertible debentures amounting Rs.544.80 Crores as follows:
ISIN Number	Particulars	Whether	Rating	Amount	Previous Due DatesPrincipal	Interest	Principal	Next Due DateInterest
were redeemed on 08-September 2020.:INE825A07050	1500 7.69% Series B NCDs of SecuredRs, 10 Lacs each	Secured/Unsecured	Crisil AA+Stable	(Rs. In crores)150.00	zi	September 08, 2020	September 08, 2021.	September 08, 2021
INE825A07068	1998 7.75% Series C NCDs of SecuredRs. 10 Lacs each		Crisil AA+Stable	199.80195.00	--	September 08, 2020	September 08, 2022June 01, 2023-	September 08, 2021June 01, 2021
INE825A07076	1950 6.83% NCDs of Rs. 10 /SecuredLacs each		Crisil AA+Stable
	5.'On account of COVID-19 pandemic, the Government of India had imposed a complete nation-wide lockdown on March 24, 2020 leading to temporarily shut down of company's manufacturing facilities and operations for some period during first quarter. Sincethen the Government of India progressively relaxed lockdown conditions and has allowed industry to resume its operations. Hence results of year ended 31st March 2021 are fot COMP:assessment of its liquidity position for the current year and the recoverability and carrying value of its assets comprising property, plant and equipment, right of use assets, inv,						vith corresponding year ended 31st March 2020 . The Group has madentories and trade receivables. The Group has considered internal and

VARDHMAN TEXTILES LIMITED

Registered Office ; Chandigarh Road, Ludhiana-141010

1. The Parent Company was carrying substantial stock of cotton at the start of the Financial Year 2020-21. Amidst Covid situation, it was thought prudent to hedge the same partially against price fluctuation. Accordingly, the Parent Company had entered into] derivative contracts at an international Commodity Exchange. 'Other Expense' for the quarter and the year ended 31st March, 2021 include loss (including Mark ta Market loss) of Rs 3.34 Cr and Rs 87.90 Cr respectively on these derivative contracts.

2. Financial Results has been reviewed by the Audit Committee at its meeting held on May 24, 2021 and approved by the Board of Directors at its meeting held an May 25, 2021. The statutory auditors have expressed an unmodified opinion on the aforesaid results

8.'The Board of Directors, in its meeting held on May 27, 2020 had approved a Scheme of Amalgamation (the "Scheme") under Sections 230 ta 232 of the Companies Act, 2013 and other applicable provisions of the 2013 Act, as per pooling of interest method, amongst the Company (Transferee Company) and its subsidiaries ¥MT Spinning Company Limited and Vardhman Nisshinbo Garments Company Limited (Transferor companies), The Appointed date for the scheme will be April 1, 2020. The Scheme is subject to necessary statutory approvals.

9, The Code on Social Security 2020 has been notified in the Official Gazette on 29th September 2020. The effective date from which the changes are applicable is yet to be notified. Impact if any of the change will be assessed and accounted in the period in which said Code becomes effective.

10.'During the year ended March 31, 2021, the Company has issued 43,800 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. 56.52 crores to Rs. 56.56 crores.

11.'The figures for the quarter ended March 31 are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto 31st December,

Registered	Ludhiana-141010; ChandigarhOfficeRoad,
The Parent6.	Companywas carryingsubstantialstock
results
	necessary statutory approvals.
	which said Code becomes effective.
Rs. 56.56 crores.
	11.'The figures for the quarter ended March 31 are the balancing figures between audited figures in respect of the full financial year and the published year to date figures upto 31st December,
	12. The disclosure as per SEB! Circular SEBI/HO/ODHS/CIR/P/2018/144 dated 26 November 2018 applicable to Large Corporate Borrowers are as follows:
Annexure A
SoNo.	[Particularsof the Company	DetailsVardhinan Testiles Limited
<br>2	NameCIN	LIPULIPB1973PLCOU3345
3	Outstanding borrowing of company as on 31st March, 2021	1580.34 Crores
4	Highest Credit Rating During the previous FY along with iiame of the Credit Rating Ageney	CRISIL AA+Stuble
5	Name of Stock Exchange in which the Cine shall be paid, in case of shortfall in the required borrowing under the framework	Bonibay Stock Exchange
	We confirm that we are a Large Corporate as per the applicability criteria given under the SEB! circular SEBI/HO/DDHS/CIR/P/2018/ 144 dated November 26,2018.
Anneaure BL
S.No.	[Particulars	Details
1	lncremental borrowing done in FY 2020-2021 (a)	325 Crores
2	Mandatory borrowiny to be done through issuance of debt securities (b) = (25% of a)	81.25 Crores
34	'Aciual borrowings done through debt securities in FY (c)Shortfall in the mandatory borrowing through-debi securities, if any (d) = (b) - (¢)	195 Crores
$	Reasons for shor (all, if any, in mandatory borrowings through debt securities	=:

|Anneaure BL

S.No.	[Particulars	Details
1	lncremental borrowing done in FY 2020-2021 (a)	325 Crores
2	Mandatory borrowiny to be done through issuance of debt securities (b) = (25% of a)	81.25 Crores
3	'Aciual borrowings done through debt securities in FY (c)	195 Crores
4	Shortfall in the mandatory borrowing through-debi securities, if any (d) = (b) - (¢)	=
$	Reasons for shor (all, if any, in mandatory borrowings through debt securities	:

The Company will take the requisite measures as stipulated within the timelines prescribed in the SEBI Circular SEBI/HO/ODHS/CIR/P/2018/ 144.

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

Place : Ludhiana Date : May 25, 2021

=Chartered Accountants Deloitte 7" Floor, Building 10, Tower B = 7 Haskins & Sells LLP Serie!

DLF Cyber City Complex Haryana, India

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

INDEPENDENT AUDITOR'S REPORT ON AUDIT OF ANNUAL CONSOLIDATED FINANCIAL RESULTS AND REVIEW OF QUARTERLY FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF VARDHMAN TEXTILES LIMITED

Opinion and Conclusion

We have (a) audited the Consolidated Financial Results for the year ended March 31, 2021 and (b) reviewed the Consolidated Financial Results for the quarter ended March 31, 2021 (refer 'Other Matters' section below), which were subject to limited review by us, both included in the accompanying "Statement of Consolidated Financial Results for the Quarter and Year Ended March 31, 2021 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 net profit after tax and total comprehensive income of associates for the quarter and year ended March 31, 2021, ("the Statement") being submitted by the Parent pursuant to the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("the Listing Regulations").

(a) Opinion on Annual Consolidated Financial Results

Opinion and Conclusion
WeConsolidatedhaveauditedFinancialthe(a)2021reviewed the ConsolidatedandFinancial(b)2021(refer 'Other Matters' section below),31,in the accompanying "Statement of Consolidatedincludedbothus,the Quarter and Year Ended March 31, 2021 of VARDHMAN TEXTILES LIMITED ("theParent") and its subsidiaries (the Parent and its subsidiaries together referred to as "theGroup"),shareandof thenetafter taxprofititsyear endedassociatesquarter andfor thesubmittedpursuantParentthethebyto(Listing Obligations and Disclosure Requirements)Listing Regulations").	Results for the year endedMarch31,Results for the quarter endedMarchwhich were subject to limitedreview byResults forFinancialcomprehensiveincomeandtotalofStatement")March2021,("thebeing31,requirementsRegulationSEBIof the33of2015, as amendedRegulations,("the
(a) Opinion on Annual Consolidated Financial Results
In our opinion and to the best of our information and according to the explanations givenbasedconsiderationandonthetheus,ofseparate financial statements of subsidiaries and associates referred to in Other Matterssection below, the Consolidated Financial Results for the year ended March 31, 2021:includesthe results of the following entities:	reportsotherauditorsaudittheonof
Name of the Entity	Relationship
Vardhman Textiles Limited	Parent
VMT Spinning Company Limited	Wholly owned subsidiary company
Wholly owned subsidiary companyVTL Investments Limited
Vardhman Nisshinbo Garments CompanyLimited	Whollsubsidiary companyeubetaléolly owned
Vardhman Acrylics Limited	Subsidiary company
aVardhman Yarns and Threads Limited	Associate Company
Vardhman Special Steels Limited
	Associate Company

includes the results of the following entities:

is presented in accordance with the requirements of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; and

gives a true and fair view in conformity with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India of the consolidated net profit and consolidated total comprehensive income and other financial information of the Group for the year ended March 31, 2021.

(b) Conclusion on Unaudited Consolidated Financial Results for the quarter ended March 31, 2021

With respect to the Consolidated Financial Results for the quarter ended March 31, 2021, based on our review conducted and procedures performed as stated in paragraph (b) of Auditor's Responsibilities section below and based on the consideration of the review reports of the other auditors referred to in Other Matters section below, nothing has come to our attention that causes us to believe that the Consolidated Financial Results for the quarter ended March 31, 2021, prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

Basis for Opinion on the Audited Consolidated Financial Results for the year ended March 31, 2021

We conducted our audit in accordance with the Standards on Auditing ("SAs") specified under Section 143(10) of the Companies Act, 2013 ("the Act"). Our responsibilities under those Standards are further described in paragraph (a) of Auditor's Responsibilities section below. We are independent of the Group and its associates in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India ("the ICAI") together with the ethical requirements that are relevant to our audit of the Consolidated Financial Results for the year ended March 31, 2021 under the provisions of the Act and the Rules thereunder, and we have fulfilled our other ethical responsibilities in accordance with these requirements and the ICAI's Code of Ethics. 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 Other Matters section below, is sufficient and appropriate to provide a basis for our audit opinion.

Management's Responsibilities for the Statement

This Statement, which includes the Consolidated Financial Results is the responsibility of the Parent's Board of Directors and has been approved by them for the issuance. The Consolidated Financial Results for the year ended March 31, 2021, has been compiled from the related audited consolidated financial statements. This responsibility includes the preparation and presentation of the Consolidated Financial Results for the quarter and year ended March 31, 2021 that give a true and fair view of the consolidated net profit and consolidated other comprehensive income and other financial information of the Group including its associates in accordance with the recognition and measurement principles laid down in the Indian Accounting Standards, prescribed under Section 133 of the Act, read with relevant rules issued thereunder and other accounting principles generally accepted in India and in compliance with Regulation 33 of the Listing Regulations.

The respective Board of Directors of the companies included in the Group and of its associates are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Group and its associates and for preventing and detecting frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the Preparation and presentation of the respective financial results that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of this Consolidated Financial Results by the Directors of the Parent, as aforesaid.

In preparing the Consolidated Financial Results, the respective Board of Directors of the companies included in the Group and of its associates are responsible for assessing the ability of the respective entities to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the respective Board of Directors either intends to liquidate their respective entities or to cease operations, or has no realistic alternative but to do 50.

The respective Board of Directors of the companies included in the Group and of its associates are responsible for overseeing the financial reporting process of the Group and of its associates.

Auditor's Responsibilities

(a) Audit of the Consolidated Financial Results for the year ended March 31, 2021

Our objectives are to obtain reasonable assurance about whether the Consolidated Financial Results for the year ended March 31, 2021 as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of this Consolidated Financial Results.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

• ¢ Identify and assess the risks of material misstatement of the Annual Consolidated Financial Results, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may Involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control,
• « Obtain an understanding of internal control relevant to the audit 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 such controls.

• eEvaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the Board of Directors.
• ¢ Evaluate the appropriateness and reasonableness of disclosures made by the Board of Directors in terms of the requirements specified under Regulation 33 of the Listing Regulations,
• eConclude on the appropriateness of the Board of Directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the ability of the Group and its associates to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor's report to the related disclosures in the Consolidated Financial Results or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor's report. However, future events or conditions may cause the Group and its associates to cease to continue as a going concern.
• * Evaluate the overall presentation, structure and content of the Annual Consolidated Financial Results, including the disclosures, and whether the Annual Consolidated Financial Results represent the underlying transactions and events in a manner that achieves fair presentation.
• * Perform procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the Listing Regulations to the extent applicable.
• * Obtain sufficient appropriate audit evidence regarding the Annual Standalone Financial Results, entities within the Group and its associates to express an opinion on the Annual Consolidated Financial Results. We are responsible for the direction, supervision and performance of the audit of financial information of entities included in the Annual Consolidated Financial Results of which we are the independent auditors. For the other entities included in the Annual Consolidated Financial Results, which have been audited by the other auditors, such other auditors remain responsible for the direction, supervision and performance of the audits carried out by them. We remain solely responsible for our audit opinion.

Materiality is the magnitude of misstatements in the Annual Consolidated Financial Results that, individually or in aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the Annual Consolidated Financial Results may be influenced. We consider quantitative materiality and qualitative factors in (i) planning the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified misstatements in the Annual Consolidated Financial Results.

We communicate with those charged with governance of the Parent and such other entities included in the Consolidated Financial Results of which we are the independent auditors regarding, among other matters, the planned scope and timing of the audit and significant audit findings including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

(b) Review of the Consolidated Financial Results for the quarter ended March 31, 2021

We conducted our review of the Consolidated Financial Results for the quarter ended March 31, 2021 in accordance with the Standard on Review Engagements (SRE) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the ICAI. A review of Interim financial information consists of making inquiries, primarily of the Company's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with SAs specified under section 143(10) of the Act and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

The Statement includes the results of the entities as listed under paragraph (a)(i) of Opinion and Conclusion section above.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

Other Matters

• e« As stated in Note 11 of the Statement, the figures for the corresponding quarter ended March 31, 2020 are the balancing figures between the annua! audited figures for the year then ended and the published year to date figures for the 9 months period ended December 31, 2019. We have not issued a separate limited review report on the results and figures for the quarter ended March 31, 2020. Our report on the Statement is not modified in respect of this matter.
• The Statement includes the results for the Quarter ended March 31, 2021 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. Our report is not modified in respect of this matter.
• e We did not audit the financial statements of four subsidiaries Included In the consolidated financial results, whose financial statements reflect total assets of Rs. 798.13 Crores as at March 31, 2021 and total revenues of Rs. 188.12 Crores and Rs. 561.34 Crores for the quarter and year ended March 31, 2021 respectively, total net profit after tax of Rs 29.50 Crores and Rs. 58.95 Crores for the quarter and year ended March 31, 2021 respectively and total comprehensive income of Rs 29.70 Crores and Rs. 59.15 Crores for the quarter and year ended March 31, 2021 respectively and net cash outflows of Rs. 4.84 Crores for the year ended March 31, 2021, as considered in the Statement. The consolidated financial results also includes the Group's share of profit after tax of Rs 10.63 Crores and Rs. 20.33 Crores for the quarter and year ended March 31, 2021 respectively and total comprehensive income of Rs 11.09 Crores and Rs. 20.63 Crores for the quarter and year ended March 31, 2021 respectively, as considered in the Statement, in respect of three associates whose financial statements have not been audited by us. These financial statements have been audited/ reviewed, as applicable, by other auditors whose reports have been furnished to us by the Management and our opinion and conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of

these subsidiaries and associates, is based solely on the reports of the other auditors and the procedures performed by us as stated under Auditor's Responsibilities section above.

Our report on the Statement is not modified in respect of the above matters with respect to our reliance on the work done and the reports of the other auditors,

For Deloitte Haskins & Sells LLP Chartered Accountants (Firm's Registration No. 117366 W-100018)