ll.Consolidated Financial Statements:

Pursuanttothe provisionsofSectionsl29 and 133 ofthe Act read with the Companies (Accounts) Rules, 2014 and as required under Regulation 34 of the Listing Regulations, the Company has prepared Consolidated Financial Statements consolidating the financial statements of Remsons-Uni Autonics Private Limited, subsidiary company, Remsons Edge Technologies Private Limited and Remsons Holding Ltd., UK, wholly owned subsidiaries, Remsons Properties Ltd. (formerly known as "Woolford Properties Ltd."), UK, Remsons Automotive Ltd. (formerly known as "Magal Automotive Ltd."), UK, and BEE Lighting Ltd., UK, step-down subsidiaries , Aircom Remsons Automotive Private Limited and Daiichi Remsons Electronics Private Limited, Joint Ventures ofthe Company along with its financial statements ofthe Company, in accordance with the applicable provisions of Indian Accounting Standards ("Ind-AS").

The Consolidated Financial Statements, together with the Independent Auditors' Report thereon, are annexed to and form part of this Report.

The summarized consolidated financial position is provided above in Point No.l ofthis Report.

12. Public Deposits:

During the financial year under review, the Company has not accepted or renewed any deposits from public within the meaning of Sections 73 and 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014.

13. Listing:

The Equity Shares of the Company are listed on BSE Ltd. ("BSE") and National Stock Exchange of India Limited ("NSE").The Company has paid the requisite listing fees to the said Stock Exchanges for the financial year 2026-27.

14. Annual Return:

As required under Section 92(3) read with 134(3)(a) ofthe Act, the copy of Annual Return as

15. Directors And Key Managerial Personnel:

a) Retirement by rotation:

In accordance with the provisions of Section 152(6) of the Act read with the Companies (Management and Administration) Rules, 2014 and the Articles of Association of the Company, Mr. Krishna Kejriwal (DIN: 00513788), Director of the Company, retires by rotation at the ensuing 54^th Annual General Meeting ("AGM") of the Company and being eligible, has offered himself for reappointment and your Board recommends his re-appointment.

b) Appointment / Re-appointment:

In terms of provisions of Section 152(6) of the Act, Mrs.Chand Kejriwal (DIN: 00513737), who retired by rotation at previous 53rd AGM of the Company held on 19^th September, 2025, was re-appointed as director of the Company. Further, Mr. Rahul Kejriwal was re-appointed as Whole Time Director of the Company for a period of 5 (five) years w.e.f. 1^st June, 2025. The approval of the members of the Company was sought through the Postal Ballot process, the result of which was declared on 30^th August, 2025.

c) Cessation:

During the financial year under review, no director or Key Managerial Personnel resigned/ ceased from the services of the Company.

d) Declaration from Independent Directors:

The Company has received the necessary 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 Act and Regulation 16(l)(b) of the Listing Regulations, and pursuant to Regulation 25(8) of the

Listing Regulations declaring that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.The Independent Directors have also confirmed that they have complied with the provisions of Schedule IV of the Act and the Company's Code of Conduct.

Further, the Independent Directors have also submitted their declaration in compliance with the provisions of Rule 6(3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014, which mandates the inclusion of their name in the data bank of Indian Institute of Corporate Affairs.

None of the directors of your Company are disqualified under the provisions of Section 164(2) of the Act. Your directors have made necessary disclosures, as required under various provisions of the Act and the Listing Regulations and in the opinion of the Board, all the Independent Directors are person of integrity and possess relevant expertise and experience and are independent of the management.

e) Number of Directors

As per Regulation 17(1) of the Listing Regulations, the Company is required to appoint minimum 6 (six) directors including one woman director on its Board out of them half of the Board should consist of independent directors.

As on the date of this report, your Company has 7 (seven) directors consisting of four Independent Directors including one woman Director and three Executive Directors, including one more woman Director, complying with aforesaid requirement.

f) Annual evaluation of performance by the Board:

In terms of applicable provisions of Section 149 read with Schedule IV of the Act and rules framed thereunder and Regulation 17 read with Part D of Schedule II of the Listing Regulations, the Board of Directors has put in place a process to formally evaluate the effectiveness of the Board along with performance evaluation of each director to be carried out on an annual basis.

Pursuant to the provisions of the Act and the Listing Regulations,theevaluation of the Board and its performance, the directors individually and the working of its Audit Committee, Stakeholders' Relationship Committee and Nomination and Remuneration Committee including the Chairman of the Company was carried out by the Board. The Board has evaluated the performance of each Executive, Non-Executive and Independent Directorsconsidering the business oftheCompanyand the expectations thatthe Board hasfrom each oneofthem.

The evaluation framework for assessing the performance of directors comprises of the following key areas:

i. Attendance atthe Board and Committee meetings;

ii. Quality of contribution to Board deliberations;

iii. Strategic perspectives or inputs regarding future growth of Company and its performance; and

iv. Providing perspectives and feedbackgoing beyond information provided bythe management.

Taking into account the views of Executive Directorsand Non-Executive Directors, the Independent Directors, in their separate meeting, evaluated the performance of non-independent directors, the Board as a whole and Chairman of the Company, and found their performance satisfactory.

f) Key Managerial Personnel (KMP):

The details of Key Managerial Personnel oftheCompanyason31^st March, 2026 are as follows

Apart from the above, no other Directors or KMP were appointed or retired or resigned during the financial year under review.

16. Meetings Of The Board Of Directors:

22.Independent Directors'

Familiarisation Programme:

The Company undertakes and makes necessary provisionsfor appropriate induction programme for new directors and ongoing training for existing directors. The new directors are introduced to the Company's culture through appropriate training programmes. Such kind of training programmes help in developing relationship of the directors with the Company and familiarize them with the Company processes. The management provides such information and training either at the meetings ofthe Board of Directors or otherwise.

The induction process is designed to:

• build an understanding of the Company's processes; and

• fully equip directors to perform their role on the Board effectively.

23. Vigil Mechanism / Whistle Blower Policy:

Pursuant to the provisions of Section 177 of the Act and Regulation 22 ofthe Listing Regulations, the Company has adopted Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any.

The Company promotes ethical behaviour in all its business activities and has adopted a mechanism of reporting illegal or unethical behaviour. The Company has a whistle blower policy wherein the directors and employees are free to report violationsof laws, rules, regulations or unethical conduct of their immediate supervisor or such other person as may be notified bythe managementtothedirectorsand employees / workers. The mechanism also provides for adequate safeguards against victimization of directors and employees who avail of the mechanism and also provide for direct access to the Chairperson of the Audit Committee in the exceptional cases. The confidentiality of those reporting violation is maintained, and they are not subjected to any discriminatory practice.

Noviolation of lawsor unethical conduct etc. was brought to the notice of the Management or Audit Committee during the financial year under review. We affirm that during the financial year under review, no director or employee was denied access to the Audit Committee. The detailsoftheVigil mechanism/Whistle Blower

a. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION:

a) Disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in this Annual Report as Annexure - II and forms part ofthis report.

b) The statement containing particulars of employees as required under Section 197(12) ofthe Act read with Rules 5(2) and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 is provided in a separate annexure. Further in terms of Section 136 ofthe Act, this report and the Financial Statements are being sent to the members excluding the aforesaid annexure. The said annexure is available for inspection at the Registered Office ofthe Company during working hours and any member interested in obtaining a copy ofthe same may write to the Company Secretary and Compliance Officer of the Company and the same will be furnished on request.

c) Information under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

The Company has zero tolerance for sexual harassment at workplace and adopted a Policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has constituted Internal Committee(s) as required under Section 4 of the said Act. During the financial year under review, no complaint was filed before the said Committee. No complaint was pending at the beginning or end ofthe financial year under review.

d) Compliance with the provisions of Maternity BenefitAct,1961:

The Company has devised proper systems to ensure compliance with the provisions ofthe Maternity Benefit Act, 1961. Your Directors confirm that the Company has complied with the said provisions during the financial year under review, wherever required.

e) Number of employees as on the closure of financial year ended 31^st March, 2026:

Female : 20

Male : 223

Transgender : 0

24. Statutory Auditors:

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, the members of the Company at their 50^th AGM held on 28^th September, 2022 appointed M/s. Kanu Doshi Associates LLP, Chartered Accountants, Mumbai (Firm Registration No.:104746W/W10096) as Statutory Auditors of the Company for a term of 5 (five) consecutive years, accordingly they will hold office as such till the conclusion ofthe 55^th Annual General Meeting ofthe Company to be held for thefinancialyearending 31^st March,2027.

M/s. Kanu Doshi Associates LLP, Chartered Accountants, have furnished a certificate of their eligibility under Section 141 of the Act and the Companies (Audit and Auditors) Rules, 2014, confirming that they are eligible for continuance as Statutory Auditors ofthe Company.

25. Explanations Or Comments On Qualifications, Reservation Or Adverse

The Statutory Auditors' Reports on the Standalone and Consolidated Audited Financial Statements ofthe Company for the financial year ended 31^st March, 2026 do not contain any qualifications, reservation or adverse remarks.

26. Secretarial Audit:

Pursuant to the provisions of Section 204(1) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel)

Rules, 2014 and Regulation 24A of the Listing Regulations, M/s. M. Baldeva Associates, Company Secretaries, Mumbai (Peer Review No. 136/2021) have been appointed as the Secretarial Auditors of the Company for a term of 5 (five) consecutive years, covering the financial years 2025-26 to 2029-30, as approved by the shareholdersat53^rdAnnual General Meeting.

The Secretarial Auditors are entrusted to conduct the Secretarial Audit of the Company and issue their report in accordance with the applicable statutory provisions and also to render such other allied services as may be permitted under lawfrom timetotime.

The Secretarial Auditors for the financial year 2025-26 is annexed to this report as Annexure - III and forms part ofthis report

With respect to observation made by the Secretarial Auditors in their report,your Directors would like to state the delay in filing of some e- forms with the Registrar of Companies, Mumbai was inadvertent and have instructed management to ensure proper compliance in future.

27. Internal Auditors:

Pursuant to the provisions of Section 138 of the Act read with the Companies (Accounts) Rules, 2014, the Board of Directors, based on the recommendation of the Audit Committee, appointed M/s. H A M & Co., Chartered Accountants, Mumbai as Internal Auditors of the Company for the financial year under review. The Internal Auditors submit their reports on periodical basis to the Audit Committee.

Based on internal audit reports, the management undertakes corrective actions in respective areas and thereby strengthens the controls.

28. Reporting Of Fraud By Auditors:

None of the Auditors have reported any fraud as specified under Section 143(12) oftheAct.

29.Internal Financial Control With

Reference To The Financial Statements:

The Company has in place proper and adequate internal control systems commensurate with the

nature, size and complexity of its business operations. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, compliance with policies, procedures, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and are adequately protected.

The Audit Committee evaluates the efficiency and adequacy of financial control system in the Company, its compliance with operating systems, accounting procedures at all locations of the Company and strives to maintain the standard in Internal Financial Control.

30. Cost Records:

During the financial year under review, the Company was not required to maintain cost records for any of it's products as required under Section 148(1) oftheAct.

31. Risks And Areas Of Concern:

The Company has laid down a well-defined Risk Management Policy covering the risk mapping, trend analysis, risk exposure, potential impact and risk mitigation process. A detailed exercise is being carried out to identify, evaluate, manage and monitor both business and non-business risks. The Board periodically reviews the risksand suggests steps to be taken to control and mitigate the same through a properly defined framework.

32. Particulars Of Contracts Or Arrangements With Related Parties Referred To In Section 188(1) Of The Act:

All contracts / arrangements / transactions entered into by the Company during the financial year under review with the related parties were in the ordinary course of business on arm's length basis and are reported in the Notes to Accounts on the Financial Statements for the financial year ended 31^st March, 2026.

The related party transactions entered into during the financial year under review by your Company were not material in terms of provisions of Section 188 of the Companies Act, 2013, accordingly, the disclosure of material related party transactions as required under

Section 134(3) of the Act and rule 8 of the Companies (Accounts) Rules, 2014 in Form AOC- 2isnotapplicable.

In accordance with the provisions of Regulation 23 of the Listing Regulations, the Company has adopted a policy on Related Party Transactions and thesame has been uploaded on its website viz.

-partv-transaction-oolicv.pdf.

33. Particulars Of Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo:

The information in terms of requirement of clause (m) of sub-section (3) of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, is given in Annexure - IVand forms partofthis report.

34. Corporate Social Responsibility

The details of the CSR activities undertaken by the Company as per the provisions of Rule 8 of the Companies (Corporate Social Responsibility) Rules, 2014 are given in Annexure - V, and forms part ofthis report.

35. Particulars Of Loans, Guarantees Or Investments Under Section 186 Of The Act:

The details of loans or guarantees given or investments made by the Company under the provisions of Section 186 of the Act are given under Notes to Accounts on the Financial Statements for the financial year ended 31^st March,2026,forming part ofthis report.

36. Details Of Significant And Material Orders Passed By The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Company's Operations In Future:

During the financial year under review, no significant or material order was passed by any regulator or court or tribunal, which may impact the going concern status of the Company or will have bearing on Company'soperationsinfuture.

37. Compliance With Secretarial Standards:

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and your directors confirm compliance of the same during thefinancialyear under review.

38. Report On Corporate Governance And Management Discussion And Analysis Report:

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Listing Regulations, thefollowing have been made partofthe Annual Report and are annexed to this report:

• Management Discussion and Analysis Report;

• Corporate Governance Report;

• Declaration on compliance with Code of Conduct;

• Certificate from Practicing Company Secretary that none ofthe directors on the Board ofthe Company has been debarred or disqualified from being appointed or continuing asdirectorof company;

• Practicing Company Secretaries' Certificate regarding compliance of conditions of Corporate Governance.

39. Investor Education And Protection Fund

Pursuanttothe provisions of Section 124(5) ofthe Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India after the completion of seven years. Further, according to the provisions of 124(6) ofthe Act read with the said Rules, the shares on which dividend remained unpaid or unclaimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. Accordingly, during the financial year under review, the Company transferred 1,11,195 Equity Shares to the demat account of the IEPF Authority for which dividends remained unpaid/unclaimed forseven consecutive years or more.

In terms ofthe provisions of Section 125 ofthe Act read with the Investor Education and Protection Fund Authority (Accounting, Audit,Transfer and Refund) Rules, 2016, during the financial year

under review,^. 85,655/-, which remained unpaid and unclaimed dividend for the financial years 2017-18, was transferred to the I EPF account.

The Board has appointed Mr. Rohit Darji, Company Secretary and Compliance Officer of the Company as the Nodal Officer to ensure compliance with the IEPF Rules.

40. Proceedings Under Insolvency And Bankruptcy Code, 2016:

During the financial year under review, no application was made or proceeding initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such proceeding was pending at the end ofthefinancialyear under review.

41. Valuation Of Assets:

During the financial year under review, there was no instance of one-time settlement of loans/financial assistance taken from Banks or Financial Institutions, hence the Company was not required to carryout valuation of its assets forthesaid purpose.

42. Acknowledgement:

Your directors would like to placeon record theirgratitudeforalltheguidanceand co-operation received from theshareholders, banksand other government and regulatory agencies. Your directors would also like to take this opportunity to express their appreciation for the hard work and dedicated efforts putin by the employees of the Company and look forward to their continued contribution and support.