Dividend Policy

VRC Policies

DIVIDEND POLICY

Scope and Objective

1) This Policy has been adopted by VRC Group’s Board of Directors.

2) For having a fair & transparent understanding, protect interests of the Shareholders various enabling circumstances discussed in this Policy will be taken into consideration by the VRC’s Board at the time of taking a decision whether to Distribute (or) to retain its Profits.

3) This Policy seeks to lay down a broad framework for the distribution of Dividend by VRC whilst appropriately balancing the need of VRC to retain resources for VRC’s growth & sustainability in a fair & consistent manner.

4) The Policy is just a guiding instrument & not a substitute to the Board recommends Dividend.

Statutory Requirements

5) Dividend shall be as per Companies Act, 2013, applicable extant rules (“Act”) in particular Sections 2(35), 24, 51, 134(3)(k), 123-127 of the Act and the Companies (Declaration and Payment of Dividend) Rules, 2014, such other applicable provisions of law & VRC’s Memorandum & Articles of Association.

Parameters to be considered while recommending / declaring Dividend

6) The Board while declaring or recommending Dividend to the shareholders, will consider following financial/ internal and external factors:

7) Financial / Internal Factors:

Future Capital Expenditure requirement of VRC keeping growth plans in mind
Cash Flows projections.
Working Capital requirements.
Loan Agreements stipulations, obligations.
Capital restructuring, debt reduction, capitalisation of shares.
Accumulated reserves, including retained earnings.
Past Dividend trends – Rate of Dividend, EPS and payout ratio, etc.

8) External Factors: –

Adverse market sentiment/s
Cost of external financing
Changes in Government policies and regulatory provisions
Cost of raising funds from alternate sources
Inflation
Economic Environment.

Situation/s where Dividend payout is not a priority

9. VRC’s Shareholders may expect Dividend only if VRC is having Surplus Funds and after complying with the statutory requirements under the Applicable Laws. VRC’s Shareholders may not expect Dividend in the following circumstances, subject to the discretion of the Board of Directors:

VRC has significantly higher working capital requirement affecting free cash flow.
VRC has inadequacy of profits or incurs losses for the Financial Year;
VRC undertakes / proposes to undertake expansion program;
VRC proposes to utilize surplus cash for buy-back of securities;
VRC is prohibited to recommend / declare Dividend by any regulatory body.
VRC undertakes / proposes to undertake any acquisitions or joint arrangements requiring significant allocation of capital.

Policy as to how the retained earnings will be utilized

10) Keeping long-term perspective, the Board may retain its earnings so as to increase the value of the stakeholders based on: –

Long term strategic plans
Augment / Increase in Projects under execution
Market expansion plan
Capital Structure
Payment of Dividend (or) issue of Bonus Shares
Such other criteria as deem fit.

Quantum and manner of Dividend payout

11) The Board of Directors may also declare Interim Dividend during the financial year, between two Annual General Meetings, wherever it deems fit.

12) Considering factors, circumstances discussed in this policy, VRC endeavours to maintain reasonably healthy, steady Dividend, basis its Standalone Financial Statements, its Consolidated Profits.

13) VRC may declare Dividends for a year, usually payable for a financial year at the time when the Board considers and recommends the Annual Financial Statements, which is called final Dividend.

Disclosures

14) This Policy is available on VRC’s Website vrcgroup.in

Policy review and amendments

15) The Policy will be reviewed periodically by the Board. This revised policy has been adopted & made effective by the Board of Directors of VRC at its meeting held on 21.12.2025.