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• Annual Report of the Company including therein its Standalone and Consolidated Financial Statements for the Financial Year 2025-2026, and

• Audited Financial Statements for the Financial Year 2025-2026 of the Wholly Owned Subsidiary Companies and Subsidiary Company.

3. TRANSFER TO RESERVES

The Company has not transferred any amount to the General Reserve for the Financial Year ended 31^st March, 2026.

4. DIVIDEND

The Board reviewed the financial performance and available reserves of the Company for the financial year 2025-2026 and deliberated on the proposal for the recommendation of a dividend. After careful consideration of all relevant factors, and in view of conservation of profits for future plans, the Board of Directors at its meeting held on 25^th May, 2026, decided not to recommend any dividend for the said financial year. The decision was taken in the interest of maintaining financial prudence and ensuring adequate retention of earnings to support future business growth and operational requirements

5. DIVIDEND DISTRIBUTION POLICY

{Pursuant to Regulation 43A of the SEBI (LODR) Regulations, 2015}

The Dividend Distribution Policy is primarily aimed at enhancing long-term shareholders' value and sustainable growth, and therefore, your Company has formulated the policy with an aim to bring fairness in the matter of declaration of dividend and to protect the interest of investors. The Company intends to maintain similar or better levels of dividend payout in future. However, the actual dividend payout in each year will be based on the profits and investment opportunities of the Company.

The Directors confirms that Dividend pay-outs of the Company are in accordance with the Dividend Distribution Policy of the Company.

6. BUSINESS EXPANSION, MODERNIZATION & INNOVATION

The Company is strategically enhancing its capabilities and efficiency by reaching new milestone of growth and marking its progress towards achieving strategic objectives. The Company continues to focus on the significant areas of operations and create value-added products in the textile industry every year.

The strongest key pillars adopted by the Company into the business operations are Expansion, Innovation and Productivity with modernization. The Company is successfully making the remarkable presence around the world and expanding its export footprints in various countries and focusing on expanding its portfolio globally.

7. CORPORATE GOVERNANCE

{Pursuant to Regulations 17 to 27 and Regulation 34 of the SEBI (LODR) Regulations, 2015}

The Company aims to attain the highest level of transparency, accountability and compliance with laws both in true letter and spirit, in all facets of operations, leading to the highest standards of Corporate Governance. The Company has

an appropriate decision-making process and controls in place so that the interests of all stakeholders are balanced. To maximize shareholders' value on a sustainable basis, the Company has been constantly reassessing and benchmarking itself with well-established Corporate Governance practices besides strictly complying with the requirements of SEBI (LODR) Governance The corporate governance framework of the Company revolves around the objectives of keeping the interests of investors, employees, customers, suppliers and communities at large.

Your Company remains committed to continuously adopt and adhering to the good corporate governance practices at its organization with an ultimate goal of making your Company a value-driven organization and enhancing stakeholders' value.

A separate section on report on Corporate Governance for the Financial Year 2025-2026, as stipulated under Chapter IV, Regulation 34(3) read with Schedule V of SEBI (LODR) Regulations, 2015 forms an integral part of this Annual Report along with a certificate of compliance from the Company's Statutory Auditors thereon.

8. CODE OF CONDUCT

{Pursuant to Regulation 17(5) of the SEBI (LODR) Regulations, 2015 and Regulations 8 & 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015}

The Board of Directors has formulated, implemented and has in place a comprehensive "Code of Fair Disclosure of Unpublished Price Sensitive Information" & "Code of Conduct for Prevention of Insider Trading", for regulating, monitoring and reporting the trading by Designated Personnel of the Company which exemplifies the spirit of good ethics and governance.

Further, the Board of Directors has also formulated "Code of Conduct for Board of Directors and Senior Management" with a purpose to enhance integrity, ethics & transparency in governance of the Company and thereby reinforce the trust and confidence reposed in the Management of the Company by the Members and other stakeholders.

Further, in compliance to Regulation 26(3) of the SEBI (LODR) Regulations, 2015, the Board Members and Senior Management personnel have affirmed compliance with the code of conduct. A declaration in regard to compliance with the Codes of Conduct for the Financial Year 2025-2026 has been received by the Company from the Managing Director and is duly annexed to the Corporate Governance Report, which forms an integral part of this Annual Report.

9. DIRECTORS' RESPONSIBILITY STATEMENT

{Pursuant to Section 134(3)(c) and Section 134(5) of the Act read with relevant Rules thereunder}

For the Directors' Responsibility Statement in relation to financial statements of the Company for the year ended on 31^st March, 2026, the Board of Directors states that:

(a) in the preparation of the annual accounts, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2026 and of the profit and loss of the Company for the financial year ended on 31^st March, 2026;

(c) the Directors have taken proper and sufficient care for the 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 fraud and other irregularities;

(d) the annual accounts / financial statements have been prepared on a 'going concern' basis;

(e) proper internal financial controls are in place and are adequate and operating effectively; and

(f) The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

10. ENVIRONMENT, HEALTH AND SAFETY (EHS)

EHS isn't just a commitment for Jindal, it's an integral part of how we conduct business, ensuring the well-being of our employees and the sustainability of our planet.

Your Company is committed to providing a safe and healthy working environment for all our employees and workers. Our dedication to EHS is evident at every stage of our business operations through a robust EHS Management System. This system serves as a structured framework to manage environmental impacts and occupational health and safety risks, while also identifying opportunities for improvement.

Our health and safety policy comprehensively addresses occupational hazards, emphasizing ongoing training initiatives to ensure workplace safety. Additionally, we prioritize environmental stewardship by continually enhancing our processes and systems. By adopting more efficient practices, we strive to reduce our carbon footprint and safeguard natural resources.

The following, inter alia, forms part of Company's framework on EHS system:

• A robust and comprehensive Environment, Health and Safety (EHS) framework in place for safely managing Company's business operations;

• Constant identification of EHS related risk and to undertake measures to reduce the same;

• Ensuring proper disposal of waste & pollutant to minimize impact on environment and risk to employees at workplace;

• Promote renewable energy, reduce carbon footprints, reuse and recycle materials, minimize waste and emissions, conserve energy and natural resources and assurance that operations and products of the Company do not have any negative impact on the environment;

• Encouraging innovation for prevention of pollution, injury and ill health;

• Establishment of systems and Standard Operating Procedures at work places to minimize the risk;

• Health and safety training to its employees/labor/contractors on periodic basis;

• Ensuring safe handling and storage of hazardous chemicals;

• Continually improving the Environmental, Health and Safety performance; and

• Complying with all applicable legal, statutory & regulatory norms in relation to EHS.

11. CORPORATE SOCIAL RESPONSIBILITY ("CSR")

{Pursuant to Section 135 of the Act read with relevant Rules thereunder}

The Company believes in inclusive growth to facilitate creation of a value-based and empowered society primarily in and around its area of operations. The Company's CSR Policy is based on the philosophy of giving back to society as a responsible corporate citizen and lays down the guidelines and mechanism for undertaking socially useful programs for the welfare & sustainable development of the community at large. The brief outline of the CSR Policy of the Company and the activities undertaken by the Company on CSR during the FY 2025-2026 and relevant details are set out in "Annexure-A" which forms an integral part of this Board's Report.

The Company's CSR Committee monitors the implementation of CSR policy and ensures that the CSR activities as mentioned in policy are in line with relevant Schedule of the Act and undertaken accordingly by the Company. Further, the composition, number and date of meetings held, attendance of the members of the CSR Committee meetings are given separately in the Corporate Governance Report which forms an integral part of this Annual Report.

12. ANNUAL RETURN

{Pursuant to Section 92 and Section 134(3)(a) of the Act read with relevant Rules thereunder}

13. NOMINATION AND REMUNERATION POLICY

{Pursuant to the provisions of Section 178 of the Act and Regulation 19 read with Part D of the Schedule II of the SEBI (LODR) Regulations, 2015}

On the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company has approved and adopted the Nomination and Remuneration Policy of the Company, which has been designed to identify, retain, motivate and promote talent. The Policy inter alia lays down the principles relating to qualification, core

The details of the policy, along with the composition, number and date of meetings held, attendance of the members of the Nomination and Remuneration Committee meetings are given separately in the Corporate Governance Report, which forms an integral part of this Annual Report.

14. RISK MANAGEMENT POLICY

{Pursuant to Regulation 21 of the SEBI (LODR) Regulations, 2015 and relevant provisions of the Act}

The Company has a proactive approach towards the Risk Management which is designed to identify and assess the threats and framing a suitable response to those threats affecting the achievement of organizational objectives.

The Company is operating in the textile segment which itself is susceptible to certain kind of risks associated with textile industry and its different constituents. In order to manage, minimize and mitigate these risks, it regularly analyses and takes corrective actions and periodically reviews its process. The Board of Directors of the Company has framed a Risk Management Policy which consists of four essential elements viz.

15. VIGIL MECHANISM/WHISTLE BLOWER POLICY

{Pursuant to Section 177 (9) & (10) of the Act read with relevant Rules thereunder and Regulation 22 of the SEBI (LODR) Regulations, 2015}

A Vigil Mechanism/Whistle Blower Policy provides a channel to employees to report to the management cases relating to unethical behavior, actual or suspected fraud, or violation of the Company's codes of conduct or ethics policy. The Company has established a robust Vigil Mechanism and adopted a Whistle Blower Policy to provide adequate safeguards against the victimization of employees and direct access to the Chairman of the Audit Committee. Further, it is affirmed that no personnel of the Company have been denied access to the Audit Committee during the FY 2025-2026.

16. PREVENTION OF SEXUAL HARASSMENT OF EMPLOYEE AT WORKPLACE:

{Pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended) and relevant provisions of the Act}

The Company is committed to maintain the workplace free of discrimination, prejudice, gender bias, or any form of harassment, including sexual harassment at workplace and focuses on creating a safe and healthy working environment, where every employee is treated with dignity. The Company believes that 'Prevention is better than cure' and, marching towards the same vision, the Company has in place a policy on "Prevention, Prohibition and Redressal of Sexual Harassment" at the workplace and has complied with the provisions relating to the constitution of the Internal Complaints Committee which creates an awareness to prevent sexual harassment at the workplace.

• Number of complaints of sexual harassment received in the year: Nil

• Number of complaints disposed of during the year: Nil

• Number of cases pending for more than ninety days: Nil

17. STATEMENT ON COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company is in compliance with the applicable provisions relating to maternity benefits as prescribed under the Maternity Benefit Act, 1961/ the Code on Social Security, 2020.

Further, details have been disclosed in the Business Responsibility and Sustainability Report is annexed with the Board's Report as Annexure-G" which forms part of this Integrated Annual Report.

18. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company believes that Human Capital is the strongest pillar of the Company and with same vision the Company continues to retain focus on core values of "Trust, Quality and Excellence" that drives the organizational culture. The Company is focused on developing the practices to foster and strengthen the capability of human capital to deliver the critical outcomes and increasing the operational efficiency and capital productivity.

The talent being the backbone of the Company is the key strength, which has led the Company to achieve the positive results and various milestones in its journey. The Company believes that attracting, developing and retaining talent is crucial to organizational success.

During the FY 2025-2026, employee satisfaction and involvement by fostering employee growth and development through training programs, career development and performance management systems, resulted in maintaining harmonious and cordial Industrial Relations.

19. AUDITORS & THEIR REPORT

(a) Statutory Auditors:

{Pursuant to Section 139, 141 and 142 of the Act read with the relevant Rules thereunder}

The Company had appointed M/s. R. Choudhary & Associates, Chartered Accountants, Ahmedabad (Firm Registration No.: 101928W) as Statutory Auditors of the Company at the 39^th Annual General Meeting (AGM) till the conclusion of 44^th AGM (i.e. for the FY 2025-26 to FY 2029-30) in compliance with the provision of Section 139(1) of the Companies Act, 2013.

The Independent Auditor's Report on the Annual Audited Standalone and Consolidated Financial Statements of the Company issued by M/s. R. Choudhary & Associates, Statutory Auditors of the Company for the FY 2025-2026 has no audit qualifications, reservations, adverse remarks or disclaimer.

(b) Division Auditors:

The Company is engaged in the Textile Sector and the main business activities related to the manufacturing of Denim Fabric, Premium Printed Shirting's, Dyed Yarn, Bottom Weights etc. are operated through its various internal divisions as stated in the Notes to Financial Statements.

M/s. Zarana & Associates, Chartered Accountants, Ahmedabad (FRN: 143289W), the Division Auditors of the Company have carried out the Audit of the Divisions of the Company for the FY 2025-2026.

Further, the Board of Directors of the Company has re-appointed M/s. Zarana & Associates, Chartered Accountants, Ahmedabad (FRN: 143289W) for conducting audit of the divisions of the Company for the FY 2026-2027. Required consent to act as the Division Auditors of the Company has been received from the said Auditors on terms & conditions as mutually agreed upon between the Division Auditors and the Board/Management of the Company.

(c) Secretarial Auditors:

{Pursuant to the provisions of Section 204 of the Act read with relevant Rules thereunder and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time}

M/s. SPANJ & Associates, Company Secretaries, Ahmedabad, the Secretarial Auditors of the Company has conducted the audit of secretarial records for the FY 2025-2026.

Pursuant to the amended provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 204 of the Companies Act, 2013, and Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and on the basis of recommendations of the Audit Committee and the Board of Directors of the Company, the Company had appointed M/s. SPANJ & Associates, Company Secretaries, Ahmedabad at the 39^th Annual General Meeting (AGM) of the Company for a period of 5 (Five) consecutive years commencing from FY 2025-2026 till FY 2029-2030.

? Annual Secretarial Audit Report:

The Secretarial Audit Report is annexed with the Board's Report as 'Annexure-B" and has no secretarial audit qualifications, reservations, adverse remarks or disclaimer therein for the FY 2025-2026.

? Certificate of Non-Disqualification of Directors:

{Pursuant to Regulation 34(3) read with amended Schedule V (C)(10)(i) of the SEBI (LODR) Regulations, 2015}

The Company has obtained the certificate from M/s. SPANJ & Associates, Company Secretaries, Ahmedabad that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of Companies by the Securities and Exchange Board of India, Ministry of Corporate Affairs or any such statutory authority and the same is annexed to the Corporate Governance Report, which forms an integral part of this Annual Report.

(d) Cost Auditors:

{Pursuant to Section 148 of the Act, read with relevant Rules thereunder}

M/s. K V M & Co., Cost Accountants (FRN: 000458), Ahmedabad, has conducted the Audit of Cost Records for the FY

2025- 2026 with no audit qualifications, reservations, adverse remarks or disclaimer in the Cost Audit Report for the FY 2025-2026.

Further, the Board of Directors at their meeting held on Monday, 25^th May, 2026, has re-appointed M/s. K V M & Co., Cost Accountants (FRN: 000458), Ahmedabad, as Cost Auditors to conduct the audit of cost records of the Company for the FY 2026-2027; the consent of which, along with a certificate confirming their independence and arm's length relationship, has been duly received by the Company from the said Auditors.

The Ordinary Resolution seeking approval from members for ratification of remuneration to be paid to the said Cost Auditors, forms a part of the Notice of this Annual General Meeting.

(e) Internal Auditors:

(Pursuant to Section 138 of the Act read with relevant Rules thereunder}

M/s. Jagdish Verma & Co., Chartered Accountants, Ahmedabad (FRN: 103837W) has conducted the Internal Audit for the FY 2025-2026. Further, the report with no audit qualifications, reservation, adverse remark or disclaimers by the Internal Auditor of the Company for the FY 2025-2026 has been received.

Further, the Board of Directors at their meeting held on Monday, 25^th May, 2026 has re-appointed M/s. Jagdish Verma & Co., Chartered Accountants, Ahmedabad (FRN: 103837W) as Internal Auditors of the Company for the FY

2026- 2027.

The required consent to act as the Internal Auditors of the Company for the FY 2026-2027 has been received by the Company from the said Internal Auditors, on terms & conditions as mutually agreed upon between the Internal Auditors and the Board/Management of the Company.

20. INTERNAL CONTROL SYSTEMS AND ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH RESPECT TO THE FINANCIAL STATEMENTS

{Pursuant to provisions of Section 134(5) of the Act read with relevant Rules thereunder}

The Company has in place adequate internal control system (including internal financial control system) commensurate with the size of its operations to ensure the systematic and efficient conduct of its business, including adherence to Company's policies and procedures, the safeguarding of its assets, the prevention and early detection of frauds and errors, the accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Company has a robust internal audit function which consists of professionally qualified chartered accountants. Internal control systems comprising of policies and procedures are designed to ensure sound management of Company's operations, safe keeping of its assets, optimal utilization of resources, reliability of its financial information and compliance.

The Audit Committee and the Internal Auditor of the Company M/s. Jagdish Verma & Co., Chartered Accountants, Ahmedabad, periodically reviews that the systems and procedures are in place with the growing size and complexity of your Company's business operations and suggests the improvements in processes and systems and also evaluates the efficacy and adequacy of internal control systems of the Company pertaining to financial reporting, its compliances with operating systems, accounting procedures and policies within the Company.

During the Financial Year under review, the Company operates through ERP system and has implemented adequate internal financial controls for achieving efficiency in operations, optimum utilization of the Company's resources, effective monitoring systems and compliance with laws and regulations. Further, through use of appropriate risk management tools and adherence to global benchmarks of quality, hygiene and safety, we continuously strive to achieve manufacturing excellence.

During the FY 2025-2026, no material or serious observation has been received from either the Statutory Auditors or the Internal Auditors of the Company, citing inefficiency or inadequacy of such controls.

21. REPORTING OF FRAUDS BY THE STATUTORY AUDITORS

{Pursuant to Section 143(12) of the Act read with relevant Rules thereunder}

There was no instance of fraud during the FY 2025-2026, which required the Statutory Auditors to report to the Audit Committee and / or Board. Therefore, there exists no details to be disclosed in this Director's Report pursuant to Section 134(3) of the Companies Act, 2013.

22. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OF SECTION 149

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they have complied with the Code for Independent Directors as prescribed in Schedule IV to the Companies Act, 2013.

23. FAMILIARIZATION PROGRAM FOR THE INDEPENDENT DIRECTORS

24. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO {Pursuant to Section 134(3)(m) of the Act read with relevant Rules thereunder}

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo is annexed as 'Annexure-C" which forms an integral part of this Board's Report.

25. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

{Pursuant to Section 197(12) of the Act read with relevant Rules thereunder}

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are given in Annexure-D, which forms an integral part of this Board's Report.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement showing the names of Top ten employees in terms of remuneration drawn and the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report.

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such information may write to the Company Secretary of the Company.

26. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

{Pursuant to Regulation 34 and Schedule V of the SEBI (LODR) Regulations, 2015}

A comprehensive Management Discussion and Analysis Report for the FY 2025-2026 inclusive of several significant aspects of your Company's performance and the industry landscape which includes Company's business operations and performance review, global & Indian industry trends, key financial ratios, other material changes/developments in the textiles Industry and future perspective of the Company's businesses and other required details is annexed as "Annexure-E" which forms an integral part of this Board's Report.

27. INFORMATION OF SUBSIDIARY / WHOLLY OWNED SUBSIDIARY/ JOINT VENTURES / ASSOCIATE COMPANIES

The Company holds investment in below mentioned Wholly Owned Subsidiaries, Subsidiary and Associate Company as at 31^st March, 2026, the details of which is stated in Form AOC-1 which is annexed to the Consolidated Financial Statements.

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The Company has a practice of availing an in-principal approval of the Board of Directors in its respective Board Meetings for any acquisition or disposal off its investments in the equity shares of either of its Subsidiary/Wholly Owned/ Joint Ventures / Associate Companies and also makes the necessary disclosures to Stock Exchanges in compliance to SEBI (LODR) Regulations, 2015.

During the year under review, Goodcore Spintex Limited (formerly known as Goodcore Spintex Private Limited) ceased to be a wholly-owned subsidiary company w.e.f. 06^th August, 2025 but will continue as an associate company.

Pursuant to the provisions of the Companies (Restriction on Number of Layers) Rules, 2017; no Company shall have more than two layers of subsidiaries other than a Company belonging to a class specified in the said Rules. Accordingly, your Company does not have such Layer of Subsidiary Company as on 31^st March, 2026 and thus has complied with provisions of the said rules.

Statement Containing Salient Features of the Financial Statements of Wholly Owned Subsidiaries & Subsidiary Company, Associate Company & Joint Ventures in the prescribed Form-AOC-1 is annexed as "Annexure-F" which forms an integral part of this Board's Report.

28. RELATED PARTY TRANSACTIONS

{Pursuant to Section 134(3)(h) and 188 of the Act and Regulation 23 of the SEBI (LODR) Regulations, 2015}

As a part of Company's philosophy of adhering to highest ethical standards, transparency and accountability, all the contracts/ arrangements/transactions entered into by the Company with related parties were in the ordinary course of business and on an arm's length basis for the Financial Year under review. The transactions entered with related parties are periodically placed before the Audit Committee for review and approval.

During the FY 2025-2026, the Company had submitted the half-yearly disclosures of related party transactions to the Stock Exchanges within the prescribed timeline.

A statement showing particulars of contracts and arrangements with related parties in the prescribed Form-AOC-2 is annexed as "Annexure-F1 " which forms an integral part of this Board's Report.

During the FY 2025-2026, there were no materially significant Related Party Transactions made by the Company with its Promoters (except mentioned below), Directors or the Management or their relatives and with its associate company that may have a potential conflict with the interests of the Company and requiring shareholders' approval.

Pursuant to Schedule V, Part A, Para 2A of the SEBI (LODR) Regulations, 2015, the list of Related Party Transactions entered into by the Company with the promoters of the Company holding 10% or more shareholding in the Company is as follows:

The above disclosure along with other details of the Related Party Transactions as per the Indian Accounting Standards (IND-AS 24) are set out in Notes to the Standalone & Consolidated Financial Statements of the financial year under review, which forms part of this Annual Report.

The Board of Directors has approved a policy on Related Party Transactions and is available on the website of the Company at:

29. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT {Pursuant to Regulation 34 of the SEBI (LODR) Regulations, 2015}

ESG Reporting is changing the landscape of businesses globally. To meet the ever increasing global challenges pertaining to ESG i.e., Environmental, Social and Governance dimensions, your Company adopted responsible and sustainable business practices.

Your Company is pleased to present the 04^th Business Responsibility and Sustainability Report (BRSR) for the FY 20252026 which forms integral part of this Board's Report and is annexed as "Annexure-G".

30. MATERIAL CHANGES

? DURING THE YEAR:

During the Financial Year under review, there were no material changes occurred or material commitments which affected the financial position of the Company.

? DURING THE PERIOD FROM THE END OF FINANCIAL YEAR 31^ST MARCH, 2026 TO THE DATE OF THIS REPORT (POST BALANCE SHEET DATE EVENTS)

There were no material changes or commitments which affected the financial position of the Company which have occurred between the end of the financial year and as at the date of this Board's Report.

31. BOARD MEETINGS

There were a total of 7 (Seven) Board Meetings held during the FY 2025-2026 for consideration and approval of the various agenda items, which were circulated well in advance to the Board of Directors. The details of the meetings, viz. dates, number of meetings held, attendance details, etc., are mentioned in the Corporate Governance Report, which forms an integral part of the Annual Report.

32. KEY MANAGERIAL PERSONNEL

{Pursuant to provisions of Section 203 of the Act, 2013, read with relevant Rules thereunder}

The Company comprises of dynamic, well-qualified, experienced, specialized, and versatile professionals in the Management of the Company who are designated as 'Key Managerial Personnel (KMPs)' in compliance with applicable provisions.

During the year under review, Mr. Ashish Thaker (ACS- A57052), was appointed as a Whole Time Company Secretary and Compliance Officer and Key Managerial Personnel of the Company w.e.f. 04^th April, 2025.

The details of the Key Managerial Personnel of the Company are as under:

33. BOARD OF DIRECTORS

The Board of Directors of the Company is fully committed to providing the strategic direction towards the long-term success of the Company. They ensure long-term sustainability, create value, delegate responsibilities, manage risks and ensure high-quality governance to keep the Company on the path of sustainable growth and development.

? The details of the size and composition of the Board is provided in the Corporate Governance Report, which forms an integral part of the Annual Report.

? During the financial year under review, the following changes took place in the board structure of the Company:

i) In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Yamunadutt Amilal Agrawal (DIN: 00243192), Non-Executive Non-Independent Director, who was liable to retire by rotation at the Annual General Meeting held on 16^th September, 2025, and who had offered himself for re-appointment, was reappointed.

All the Directors of the Company have confirmed that they are not disqualified from being appointed or continuing as Directors of the Company in terms of Section 164 of the Act.

Pursuant to Schedule V(C)(10)(i) of SEBI (LODR) Regulations, 2015; the Company has received a certificate from Practicing Company Secretary stating that the Directors of the Company are not debarred or disqualified by the SEBI / Ministry of Corporate Affairs or any such statutory authority from being appointed or continuing as Director of the Company.

Further, all the required Ordinary & Special Business Agenda items are being placed for your approval at the ensuing 40^th Annual General Meeting. In accordance with the provisions of the Companies Act, 2013 read with Regulation 36 of SEBI (LODR) Regulations, 2015 and Secretarial Standard-2 as issued by the Institute of Company Secretaries of India and in terms of the Memorandum and Articles of Association of the Company, the brief resume, nature of expertise, disclosure of relationship between directors interse, names of listed entities in which the Director also holds the directorship and the membership of Committees of the board along with listed entities from which the person has resigned in the past three years, shareholding of non-executive directors in the listed entity, including shareholding as a beneficial owner, is stated in the Notice convening the 40^th Annual General Meeting of your Company.

34. COMMITTEES OF THE BOARD OF DIRECTORS

The Committees of the Board of Directors focus on diversified and specific areas and take informed decisions within the framework of delegated authority and make specific recommendations to the Board of Directors on the matters in their areas of purview. All decisions and recommendations of the Committees are placed before the Board for information or for approval. The Committees of the Board plays decisive role in the governance structure of the Company. The Board of Directors of the Company has various Committees the details of which viz. composition of committees, details of meetings held, attendance at the meetings etc. are provided in the Corporate Governance Report, which forms an integral part of the Annual Report.

35. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS:

{Pursuant to the provision of the Act and Schedule IV of the SEBI (LODR) Regulations, 2015, read with the Guidance Note on Board Evaluation as issued by the SEBI in January, 2017}

Performance evaluation is the best tool for enhancing the effectiveness of the Board as a whole. Your Board of Directors prescribed and approved the mechanism to carry out the Annual Performance Evaluation of the Board of Directors as a whole, individual Directors and Committees of the Board, including the Chairperson of the various Committees.

Periodic Board Evaluation is the most effective way to ensure Board members understand their duties and to adopt effective good governance practices.

The key objectives of conducting the Board Evaluation process are to ensure that the Board of Directors and various Committees of the Board have appropriate composition, significantly enhance Board effectiveness, maximize strengths, tackle weaknesses and improve corporate relationships.

Similarly, the key objectives of conducting performance evaluation of the Directors is to ascertain if the Directors actively participate in the Board / Committee Meetings and contribute to achieve the common business goals of the Company and thus to fulfill such objective, the Board of Directors understands the prominence of an effective Board Evaluation process and accordingly the Performance Evaluation is being conducted every year in respect of the following:

i. Board of Directors as a whole;

ii. Committees of the Board;

iii. Individual Directors, including the Chairman of the Board & Committees.

During the F.Y. 2025-2026;

1. The Board evaluation was conducted, complying with all the applicable criteria of evaluation as envisaged in the "SEBI Guidance Note on Board Evaluation" through a structured questionnaire designed with the parameters and feedback based on ratings.

2. A separate meeting of the Independent Directors of the Company was held to evaluate the performance of the Chairperson of the Company and review the performance of the Non-Independent Directors and the Board as a whole, and also the performance evaluation of the Independent Directors.

Subsequent to the completion of the internal evaluation process, the same was discussed and reviewed at the Nomination and Remuneration Committee Meeting and thereafter by the Board of Directors. The Board of Directors expressed their satisfaction with the evaluation process and the results thereof.

36. OTHER STATUTORY DISCLOSURES

(i) Deposits :

{Pursuant to Section 73 and 74 of the Act, read with relevant rules thereunder}

The Company neither has accepted nor renewed any deposits nor has any outstanding deposits during the Financial Year under review.

(ii) Investor Education and Protection Fund ("IEPF") :

{Pursuant to Section 124 & 125 of the Act read with relevant Rules thereunder}

The Company is in compliance with the above provisions of the Act and Rules related to IEPF. The details of compliances are provided in the Corporate Governance Report, which forms an integral part of the Annual Report.

(iii) Change In Nature Of Business:

During the year under review, there has been no material change in the nature of business of the Company.

(iv) Changes in Share Capital :

There has been no change in the authorised, issued, subscribed and paid-up Share Capital of the Company during the year under review.

The Company has not issued equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees.

Further, as on 31^st March, 2026, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

Accordingly, the Equity Share Capital of the Company as at 31^st March, 2026 was as per the details below: