Dear Members

Your Directors are pleased to present the 37th Annual Report of Sportking India Limited along with the Audited Financial Statements of the Company for the Financial Year ended on March 31, 2026.

1. CORPORATE OVERVIEW

The Company was incorporated in 1989 and emerged as one of India's leading textile company & owns 3 state-of-the-art manufacturing facilities in India equipped with latest machinery, producing yarns that are a benchmark in quality. The company dyed textile yarns to cater to the demands of weaving and knitting industry in produceswelldiversified domestic as well as international markets. With presence in more than 30 countries, Sportking India Ltd. is representing India on a world stage with a commitment to deliver superior quality products among evolving trends in customer preferences.

2. FINANCIAL RESULTS

The Company's Audited Financial Statements as of March 31, 2026, have been meticulously prepared in accordance with the applicable Ind AS, as well as Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), and the pertinent provisions outlined in the Companies Act, 2013 (the "Act"). Furthermore, the financial performance of your Company for FinancialYear(s) 2025-26 and 2024-25 are as under: (Rupees in Lakhs)

3. MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

BUSINESS REVIEW ECONOMIC OUTLOOK headwinds during FY 2025 26, The global economy driven by heightened geopolitical tensions, encountered significant evolving trade policies, and persistent inflationary pressures. The escalation of the conflict in West Asia, following military actions involving the United States, Israel, and Iran in early 2026, disrupted global trade routes and energy supplies, particularly through the Strait of Hormuz, a critical corridor for global oil shipments. These developments resulted in a sharp increase in crude oil prices, freight costs, and supply chain disruptions, adversely affecting businesses and economies worldwide.

The conflict also disrupted global fertilizer trade due to the Gulf region's significant share in fertilizer exports and the surge in natural gas prices, a key input for nitrogen-based fertilizers. The resulting increase in input costs added to inflationary pressures across several sectors, particularly agriculture and manufacturing.

According to global economic assessments, world GDP growth is projected to moderate to 2.5% in 2026, compared with 2.9% in 2025, marking the slowest pace of expansion since the COVID-19 pandemic. Growth is expected to weaken across both advanced economies and emerging market and developing economies (EMDEs), particularly in countries dependent on energy imports or directly affected by geopolitical disruptions. Per capita income growth in EMDEs is also expected to slow, delaying income convergence with advanced economies.

The surge in commodity and energy prices contributed to renewed inflationary pressures globally. While several governments introduced fuel subsidies and price stabilization measures to cushion the impact, headline and core inflation remained elevated in many economies, leading central banks to maintain a cautious monetary policy stance. Expectations of interest rate cuts were deferred as policymakers prioritized price stability.

Global financialmarkets experienced heightened volatility during the year. Rising inflationexpectations pushed bond yields higher, equity markets witnessed periodic corrections, and capital flows shifted toward safer assets. Financial conditions tightened across many emerging markets, leading to currency pressures and increased borrowing costs. However, markets stabilized gradually following the easing of hostilities and improving investor sentiment, supported in part by continued advancements and investments in artificial intelligence (AI).

Growth in advanced economies is projected to moderate to 1.5% in 2026, from 1.8% in 2025, reflecting the impact of higher energy prices and subdued global demand. The United States demonstrated relative resilience due to its position as a major energy producer, supported by fiscal measures and sustained investment in AI and technology-driven sectors. Continued adoption of AI and digital technologies is expected to enhance productivity and support medium-term global growth, benefiting both advanced and emerging economies.

Looking ahead, global growth is expected to strengthen gradually during 2027 28 as geopolitical tensions ease, energy markets monetary easing resumes. Nevertheless, downside risks remain significant. A prolonged stabilize,inflation geopolitical conflict, renewed trade tensions, elevated public debt, financial market volatility, and increasing geopolitical fragmentation could weigh on global economic prospects. In this environment, agile policymaking, strengthened international cooperation, and continued structural reforms will be essential to support sustainable and inclusive global growth.

The India outlook during FY 2025 26 remained challenging, shaped by geopolitical conflicts, evolving trade policies, supply chain disruptions, and volatility in energy and commodity prices. The ongoing conflicts in West Asia and other geopolitical hotspots heightened uncertainty in global markets, leading to fluctuations in crude oil prices, increased freight costs, and disruptions in international trade. At the beginning of the year, the announcement of higher U.S. tariff measures further affected global business sentiment, prompting businesses to adopt a cautious approach amid concerns over rising trade costs and slower export demand. However, as the year progressed, the easing of tariff measures and progress in trade negotiations helped improve investor confidence, stabilize global supply chains, and support a gradual recovery in international trade. Despite these external headwinds, the Indian economy demonstrated remarkable resilience, supported by strong domestic demand, sustained public investment, and continued policy reforms. The Government of India maintained its focus on infrastructure development, manufacturing competitiveness, digital transformation, logistics improvement, and ease of doing business through continued capital expenditure, Production Linked Incentive (PLI) schemes, the National Logistics Policy, PM

Gati Shakti, and initiatives to strengthen domestic manufacturing and exports. Prudent fiscal management, targeted support for key sectors, and measures to enhance supply chain resilience further reinforced economic stability.

According to the provisional estimates released by the Ministry of Statistics and Programme Implementation (MoSPI), India's real Gross Domestic Product (GDP) expanded by 7.7% in FY 2025 26, compared with 7.1% in FY 2024 25. Growth was driven by robust manufacturing activity, strong performance of the services sector, improving private consumption, and sustained investment. The manufacturing sector continued to benefit from government initiatives promoting industrial growth, while the services sector recorded strong expansion, supported by growth in trade, hospitality, transportation, financial services, and digital businesses.

On the demand side, Private Final Consumption Expenditure (PFCE) strengthened significantly, reflecting improved urban and rural consumption, while Gross Fixed Capital Formation (GFCF) maintained healthy growth, supported by continued infrastructure creation and capacity expansion. Inflation remained relatively contained, the banking sector remained well-capitalized, and India's external sector continued to demonstrate resilience despite global uncertainties.

Looking ahead, the economic outlook remains positive, although growth is expected to moderate from the high base achieved in FY 2025 26. The Reserve Bank of India (RBI) has projected GDP growth of 6.6% for FY 2026 27. While geopolitical tensions, global trade uncertainties, commodity price volatility, and climate-related risks remain key challenges, India's strong domestic consumption, favorable demographics, continued structural reforms, and sustained government focus on infrastructure and manufacturing are expected to support long-term economic growth and reinforce India's position as one of the world's fastest-growing major economies.

Textile Outlook

The global textile market size was valued at USD 1,160 billion in 2025 and is projected to grow from USD 1,210 billion in 2026 to USD 1,610 billion by 2033, at a CAGR of 4.2% from 2026 to 2033. Asia Pacific dominated the global market, accounting for the largest revenue share of 49.9% in 2025. The global textile and apparel industry operated in a challenging environment during FY 2025 26 amid geopolitical conflicts, evolving trade policies, and supply chain disruptions. The escalation of tensions in West Asia and changes in U.S. tariff policies increased logistics costs, energy prices, and business uncertainty. However, trade conditions improved gradually in the latter following easing geopolitical tensions, moderation in freight costs, and inventory normalization across key consumer markets. Global demand for textiles and apparel recovered moderately, supported by improving consumer spending in the United States and Europe and a gradual replenishment of retail inventories. Nevertheless, demand remained uneven across regions due to persistent inflation, highinterestrates, . and cautious discretionary spending The industry continued to witness structural shifts in global sourcing, with international brands increasingly adopting a "China+1" strategy to diversify supply chains. India, Vietnam, Bangladesh, Indonesia, and Turkey strengthened their position as preferred sourcing destinations owing to competitive manufacturing capabilities and supportive government policies. Sustainability remained a defining theme for the industry, with increasing investments in recycled fibres, circular manufacturing, renewable energy, digitalization, automation, and AI-enabled production systems. Global brands continued to strengthen ESG compliance and supply chain traceability in response to evolving regulatory requirements and consumer preferences.

The Indian textile industry remained resilient during FY 2025 26 despite a complex global environment marked by geopolitical tensions, trade uncertainties, and volatile input costs. The sector continued to contribute around 2% to GDP and 10 12% of India's merchandise exports, while providing large-scale employment across the value chain. During the initial part of the year, Indian textile exports were impacted by higher U.S. tariff-related uncertainties and reciprocal duties which led to order delays, pricing pressure, and cautious buying by global retailers. However, as the year progressed, gradual easing of trade tensions and normalization of tariff expectations supported a recovery in export sentiment and improved demand visibility. Guided by the 5F vision- Farm to Fibre, Fibre to Factory, Factory to Fashion and Fashion to Foreign, the industry has evolved into a comprehensive ecosystem connecting farmers, weavers, artisans, manufacturers and exporters. India's textile and apparel exports (including handicrafts) registering a growth of around 2.1% over FY 2024 25. This performance reflectssteady global demand for Indian textile products despite challenging global trade conditions and geopolitical uncertainties. Among key segments, Ready-Made Garments (RMG) remained the largest contributor, accounting for exports followed by cotton yarn, fabrics, made-ups and handloom products. Man-made textiles and value-added segments also showed moderate growth during the year. Cotton remains a key agricultural commodity and an important raw material for India's textile value chain, supporting the livelihoods of millions of farmers and a large integrated textile industry. India has the largest area under cotton cultivation globally, estimated at around11.2millionhectares,accountingfor significantshare of global cotton acreage, reflecting its strong agricultural base and prominent position in global cotton production. During FY 2025 26, India's cotton production is estimated at around 320.50 lakh bales, highlighting stable output levels supported by consistent cultivation area. However, cotton productivity in India continues to remain moderate compared to global benchmarks, indicating a structural need for improvement through better seed varieties, improved irrigation infrastructure, and adoption of modern farming practices. The existing yield gap presents a long-term opportunity to enhance farm income and strengthen raw material availability for the textile sector.

Going forward, the outlook for the cotton sector remains stable, supported by steady acreage and expected normal weather conditions. However, production and prices will continue to be influencedby climatic variability, pest incidence, and global cotton price movements. Over the medium term, productivity enhancement and technology adoption are expected to be key drivers for strengthening the cotton value chain in India.

The sector continued to benefit from policy support aimed at enhancing export competitiveness and ensuring raw material availability. In order to support domestic manufacturers and ease input cost pressures, the Government of India temporarily exempted basic customs duty on raw cotton imports for the period June October 2026, thereby improving availability of quality cotton for the textile value chain and stabilizing production costs. This measure was introduced in response to domestic supply-demand fluctuations and high raw material price volatility, and is expected to support yarn, fabric, and garment exporters by improving cost competitiveness.

Further strengthening export competitiveness, the Government extended the RoDTEP (Remission of Duties and Taxes on Exported Products) scheme up to September 30, 2026, ensuring continuity of export incentives and providing reimbursement of embedded duties and taxes across textile value chains.

The Government allocated approximately Rs. 5,252 crore to the Ministry of Textiles in FY 2025 26, reflecting sustained focus on sectorial development. Key initiatives such as the Production Linked Incentive (PLI) Scheme, PM MITRA Mega Textile Parks, and the National Technical Textiles Mission continued to support capacity expansion and value-added manufacturing. In addition, ongoing Free Trade Agreements (FTAs) with key partner countries are expected to enhance market access, diversify export destinations, and improve long-term trade competitiveness of the sector Overall, the outlook for the Indian textile industry remains positive, supported by strong domestic consumption, supply chain diversification under the "China+1" strategy, government policy support including PLI schemes, export incentives, FTAs, and infrastructure expansion. While short-term volatility remains due to global uncertainties, the medium- to long-term growth trajectory remains strong, driven by value addition, technical textiles growth, sustainability adoption, and increasing global demand for diversified sourcing from India.

The operations of the textile and yarn industry are subject to various internal and external risks as well as emerging opportunities arising from global market dynamics, supply chain developments, and policy changes. A brief overview of key risks and opportunities is presented below.

Risks/ Threats Textile & Yarn Industry Raw Material, Climate and Agricultural Risks

The textile yarn industry is highly dependent on cotton and other fibers, making it vulnerable to fluctuations in raw material availability and prices. Cotton production is influenced by climatic conditions such as monsoon performance, temperature variations, and pest incidence, which can impact both yield and quality. Such variability leads to price volatility and directly affects procurement costs, particularly when yarn realizations do not adjust in line with input cost movements. This creates uncertainty in planning and margin stability for manufacturers.

Market, Demand and Geopolitical Risks

The industry is exposed to global demand cycles, with key export markets such as the United States and Europe playing a critical role in overall performance. Economic slowdown, inflationary pressures, and changes in consumer preferences can reduce demand for textiles and apparel. Additionally, geopolitical tensions, trade restrictions, and tariff-related developments disrupt global supply chains and influence sourcing decisions of international buyers. Increasing competition from other producing countries further intensifies pricing pressure and creates market risk for exporters.

Financial, Foreign Exchange and Input Cost Risks

The textile yarn industry faces multiple financial risks, including liquidity constraints, interest rate fluctuations, and credit risk from domestic and international buyers. Delays in receivables and tightening credit conditions can impact working capital cycles. Being export-oriented, the industry is also exposed to foreign exchange fluctuations, particularly movements in INR against USD, which can impact revenue realization and margins. In addition, rising energy, fuel, and logistics costs add further pressure on operating margins, especially for units with limited cost pass-through ability.

Operational, Cyber Security and Regulatory Risks

The increasing use of digital systems in manufacturing, finance,and supply chain management has led to rising cyber security risks, including data breaches, ransomware attacks, and system disruptions. These can affect operational continuity and data integrity. The industry also faces environmental and regulatory compliance risks due to stricter ESG norms related to emissions, water usage, and waste management. Compliance requirements may necessitate additional investments in sustainable technologies, thereby increasing short-term operational costs.

Government Policy Support, Budget Allocation and Incentives

The sector continues to benefit from strong policy support by the Government of India, reflected in the budget allocation to the Ministry of Textiles and targeted sectorial schemes. Key initiatives such as the Production Linked Incentive (PLI) Scheme for Textiles, PM MITRA Mega Textile Parks, and the National Technical Textiles Mission are driving large-scale investment, capacity expansion, and value-added manufacturing. Export competitiveness is further supported through incentive schemes such as RoDTEP and duty rationalization measures, including support on raw material availability. These initiatives collectively enhance cost efficiency, promote modernization, and strengthen the competitiveness of the textile value chain.

Export Growth Opportunities and FTAs

The industry is well positioned to benefit from global supply chain diversification under the "China+1" strategy, as international brands increasingly diversify sourcing bases. India's growing network of Free Trade Agreements (FTAs) with key partner countries is expected to improve market access, reduce tariff barriers, and enhance export competitiveness of yarn and textile products. These developments are likely to support export diversification and long-term trade growth.

Integrated Manufacturing Ecosystem and Raw Material Advantage

The Indian textile and yarn industry is supported by a well-established and integrated ecosystem, spanning fibre production, spinning, weaving, processing, and garment manufacturing. This end-to-end value chain ensures operational linkages and supports large-scale production efficiency. The availability of key raw materials, particularly cotton, within the country provides a natural advantage in terms of supply security and cost competitiveness The textile and yarn industry remains structurally strong, supported by an integrated value chain, strong domestic demand, export opportunities, and continued government policy support through schemes such as PLI, PM MITRA, RoDTEP extension, FTAs, and budgetary allocation. Despite risks from raw material volatility, global demand fluctuations, and geopolitical uncertainties, the overall outlook remains positive, driven by domestic growth, value addition, and increasing focus on sustainable and technical textiles.

The Company is engaged in the Yarn segment and continues to operate in a challenging business environment. It is taking focused initiatives to strengthen its presence in both export and domestic markets by enhancing value-added and sustainable yarn offerings and diversifying its customer base. The Company also maintains adequate liquidity and financial resources to meet its operational requirements, financial commitments, debt servicing obligations, and statutory liabilities, as per the information available as on date.

The Company continues to closely monitor evolving market conditions and adapts its strategies to mitigate risks arising from raw material volatility and global demand fluctuations. With a disciplined operational approach and prudentfinancialmanagement, the Company aims to ensure sustainable growth and long-term value creation for stakeholders.

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018, the Company key financial ratios (change of 25% isrequiredtogivedetailsofsignificant or more as compared to the immediately previous financial year. The detail is as under:-

Operational and Financial Performance Overview (FY 2025-26)

During the year under review, the Company reported a production volume of 83801 M.T. of Cotton/Synthetic Yarn, marginally higher than 81049 M.T. recorded in the previous financial year. The overall capacity utilization remained robust at approximately 96%, underscoring the Company's strong operational efficiency and placing it among the leaders in the industry. For the full year FY26, Total Income stood at Rs. 2,51,045.77 Lakhs as against previous financial year largely stable compared to the previous financial year. Despite a challenging business environment and market volatility, the Company successfully sustained its revenue levels while focusing on operational efficiencies and value enhancement initiatives. Exports remained a key pillar of the Company's growth strategy during the year. During FY 2025-26, exports contributed 52% of total revenue, demonstrating the Company's strong international market penetration and diversified substantial export contribution supports revenue stability while also enhancing the Company's long-term growth prospects across global markets.

The Company had so far maintained an accounting policy of valuation of raw material on first-in first-out (FIFO) basis. Based on review of commonly prevailing practices by the peer companies, the Company has voluntarily changed its accounting policy to value the raw material on weighted average basis during the quarter ended 30th September 2025 with retrospective effect in accordance with the provisions of Ind AS 8 "Accounting Policies, Changes in Accounting Estimates and Errors". This change in the method of valuation of raw material also has a consequential impact on the valuation of work-in-progress and finished goods. The Company's management believes that this change in accounting policy provides reliable and more relevant information to the users of financialresults abouttheeffectsoftransactions financialposition and financial theCompany's performance.

Earnings before Interest Depreciation and Tax (EBIDTA) for the year ended 31st March 2026 Rs. 30,057.37 Lakhs, over Rs. 29,359.36 Lakhs reported in FY 2024-25. For the financialyear FY 2025-26, Profit after Tax increased to Rs. 11,972.38 Lakhs representing a growth of 5.8% YoY. PAT Margin improved to 4.8%, reflecting the Company's continued focus on profitability enhancement and operational discipline.

Despite a challenging operating environment, revenue remained stable while profitability improved significantly, driven by stronger operational efficiency and margin expansion,. The Company's ability to leverage inventory procured at comparatively lower costs helped enhance spreads, resulting in improved profitability and margins.

Financial Ratio

The Company's Tangible Net Worth increased significantly to Rs. 1,11,590.04 Lakhs as on 31st March 2026, compared to Rs. 1,00,690.68 Lakhs as on 31st March2025,reflecting stability stronginternal accruals and overall financial . The Company continues to maintain a strong and improved balance sheet position during FY 2025-26. The total debt to equity ratio has improved significantly to 0.41, compared to 0.58 in the previous year, reflecting a meaningful reduction in overall leverage and improved financial stability. The liquidity position of the Company has also strengthened, with the current ratio improving to 3.25 from 2.63 in the previous year, indicating a strong ability to meet short-term obligations and better working capital management.

Overall, the Company's financial position has strengthened during FY 2025-26 with lower debt levels, improved liquidity, and efficient working capital management, supporting a more resilient and stable balance sheet . structure

RESOURCE UTILISATION

Fixed Assets

The net Block of Property, Plant and Equipment as at 31st March, 2026 were Rs. 67368.41 Lakhs as compared to Rs. 75823.81 Lakhs in the previous year. The Capital work in progress was Rs 1470.80 Lakhs for year ended 31st March, 2026 as compared to Rs 494.02 Lakhs in the previous year.

Current Assets and Current Liabilities

The current assets as on 31st March, 2026 were Rs. 94580.72 Lakhs as against Rs. 98507.43 Lakhs in the previous year. Inventory level was at Rs. 39128.97 Lakhs as compared to the previous year level of Rs. 43491.89 Lakhs. Trade Receivables level was at Rs. 39619.66 Lakhs as compared to the previous year level of Rs. 45632.20 Lakhs. The current liabilities as on 31st March 2026 were Rs. 29136.24 Lakhs as against Rs. 37386.28 Lakhs in the previous year.

LIQUIDITY & CAPITAL RESOURCES

The position of liquidity and capital resources is given below:

(Rupees in Lakhs)

EXPANSION PROJECT

The Company is in the process of executing a greenfield expansion project to enhance its spinning capacity through the installation of 150,000 (One Lakh Fifty Thousand) spindles. In this regard, we are pleased to inform that the financial closure for the said project has been completed. The Company has secured the required land, obtained the requisite approvals, and made advances for machinery. The building and construction works are at an advanced stage, and the project is expected to be commenced before the end of the current fiscal year. This capacity expansion is expected to strengthen the Company's ability to meet the growing demand for its products while improving overall operational efficiency. The project is likely to generate improved business synergies and provide a competitive advantage in the market. The modernization associated with this expansion will further enhance productivity and operational performance.

This strategic initiative is aligned with the Company's long-term growth objectives and its continued commitment to technological advancement in manufacturing.

UPDATE ON SOLAR POWER PROJECT THROUGH SPV

During the Financial Year 2025 26, Sportking India Limited acquired a 26% equity stake aggregating to Rs. 14.10 crores in M/s Evincea Renewable Seven Private Limited, a Special Purpose Vehicle, for the development of a 40.3 MW solar power project intended for the generation and supply of solar energy to the Company's facilities in Punjab. The associated Solar Power Purchase Agreement (SPPA) has been executed for a period of 25 years.

The said solar power project has successfully commenced commercial operations with effect from 18th June 2026. This milestone marks a significant step in the Company's ongoing commitment towards sustainable growth, enhanced energy efficiency, and increased adoption of renewable energy sources. The commissioning of the project is expected to generate substantial long-term benefits, including an estimated reduction in power costs of approximately 12 13% annually. In addition to improving operational efficiency, the project further strengthens the Company's environmental and social commitments by reducing its carbon footprint and increasing the share of clean energy in its overall energy consumption.

The successful commissioning of this project reflects the Company's continued focus on creating sustainable value for all stakeholders while optimizing operating costs and enhancing competitiveness.

CREDIT RATING

CRISIL, a leading credit rating agency, upgraded the Company's Long-Term Credit Rating from "CRISIL A/Positive" to "CRISIL

A+/Stable", as per the rating letter dated 21st May 2025. This upgrade underscores the Company's strengthened financial position, consistent performance, and sound risk management practices. Additionally, the Short-Term Credit Rating has been reaffirmed at "CRISIL A1", indicating continued confidence in the Company's liquidity and short-term repayment capabilities. The detailed ratings assigned to the Company's banking facilities are provided separately in this report.

Further all the External Credit ratings are available on Company's website www.sportking.co.in. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to reserves

4. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

As per Section 134(5) (e) of the Act, the Directors have an overall responsibility for ensuring that the Company has implemented a robust system and framework of internal financial controls. The Company has set up strict protocols to guarantee operational support and financialreporting accuracy. Business operations are regularly observed by an internal team and audit committee, which swiftly notifies the Management Board of any anomalies. To guarantee steady and sustainable growth, the Company creates strategies to recognize, evaluate and reduce risks based on these findings. These internal control mechanisms are essential for upholding regulatory compliance, combating fraud and preserving transparency. Ultimately, the Company attracts investment, builds stakeholder confidence and achieves long-term success in the market by offering strong financial reporting and operational support.

The Statutory Auditors in their audit report have opined that these controls are operating effectively. The Audit team develops an audit plan based on the risk profile of the business activities. The Internal Audit team monitors and evaluates the efficacy and adequacy of internal control systems in the Company, their compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. Audit observations and corrective action(s) thereon are presented to the Audit Committee. The Audit Committee reviews the reports submitted by the Internal Auditors.

5. HUMAN RESOURCES / INDUSTRIAL RELATIONS:

The company recognizes its human resources as its most valuable asset and takes pride in the commitment, competence and dedication shown by its employees in all areas of business. The Company has specialized professionals in the respective fields to take care of its operations and allied activities. The Company is committed to nurturing, enhancing and retaining the top talent through superior learning. This is critical pillar to support the organization's growth and its sustainability in the long run. During the year under review, the company enjoyed cordial relationship with workers and employees at all levels.

6. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

Not Applicable, during the year under review

7. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

Not Applicable, during the year under review

8. DIVIDEND

The Board of Directors in their meeting held on May 16th, 2026 are pleased to recommend a Final Dividend of Rs. 1/- per equity share of face value of Rs. 1/- each on fully paid equity shares amounting to Rs 1270.72 Lakhs and 5% on Non-Cumulative Non- Convertible Redeemable Preference Shares of face value of Rs. 10/- each amounting to Rs. 34.16 Lakhs for FY 2025-26. Dividend to Equity Shareholders is subject to approval of members at the ensuing Annual General Meeting and will be paid within the time period stipulated under the Companies Act, 2013. The Dividend will be paid to members whose names appear in the register of members as on record date and in respect of shares held in dematerialized form, whose names are furnished by NSDL and CDSL as beneficial owners as on that date.

The Company had formulated a Dividend Distribution Policy and is annexed hereto as "AnnexureA" and forms part of this Report. The Policy is also available on Company's website and web link thereto is https://sportking.co.in/wp-content/uploads/2025/11/ Dividend-Distribution-Policy.pdf

9. MATERIAL CHANGES

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

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 year under review, there have been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations in the future.

10. SHARE CAPITAL

The paid up Equity Share Capital as at 31st March, 2026 stood at Rs 1286.80 Lakhs divided into 12,70,72,000 Equity Shares of the face value of Rs. 1/- each (Rs. 1270.72 Lakhs plus amount of Rs. 16.08 Lakhs paid up on forfeited Equity Shares) vis-a-vis paid up Equity Share Capital as at 31st March, 2025 stood at Rs 1286.80 Lakhs divided into 12,70,72,000 Equity Shares of the face value of Rs. 1/- each (Rs. 1270.72 Lakhs plus amount of Rs. 16.08 Lakhs paid up on forfeited Equity Shares) The paid up 5% Redeemable Non-Cumulative Non-Convertible Preference Shares Capital as at 31st March, 2026 stood at Rs. 683.20 Lakhs divided into 68,32,000 Preference Shares face value of Rs. 10/- each vis-a-vis Rs. 683.20 Lakhs as at 31st March, 2025 divided into 68,32,000 Preference Shares face value of Rs. 10/- each.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company, under the provision of Section 43 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any equity shares with differential rights.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES

The Company, under the provision of Section 54 read with Rule 8(13) of the Companies (Share Capital and Debentures) Rules, 2014 has not issued any sweat equity shares.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS

The Company has not issued any stock options to employees and as on 31st March, 2026 none of the Directors of the Company hold instruments convertible into equity shares of the Company.

11. SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIES

The Company does not have any Subsidiary/Associate/Joint Venture Companies.

During the Financial Year 2025 26, the Company acquired a 26% equity stake aggregating in M/s Evincea Renewable Seven Private Limited under a long-term Solar Power Purchase Agreement (SPPA). Although the Company holds 26% of the equity share capital of M/s Evincea Renewable Seven Private Limited, the investment does not constitute an associate relationship under the applicable provisions of the Companies Act, 2013 and the applicable Indian Accounting Standards, as the Company does not exercise significant influence over the financial and operating policy decisions of the investee. The Company's investment of 26% equity has been made solely to comply with the captive generating plant requirements prescribed under the Electricity Act, 2003 and the applicable Electricity Rules and regulations governing captive power projects. Accordingly, the investment is regulatory in nature and does not result in the Company exercisingsignificantinfluenceor SPV control over the .

12. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In accordance with the provisions of the Companies Act, 2013 read with Rules made thereunder, the disclosure relating to the CSR activities pursuant to section 134(3) of the Companies Act, 2013 read with Rule 9 of the Companies (Accounts) Rules, 2014 and Companies (Corporate Social Responsibility) Rules, 2014, is annexed hereto as "Annexure B" and forms part of this Report.

The Corporate Social Responsibility (CSR) Policy of the Company, as approved by the Board, outlines the activities to be undertaken by the Company in accordance with the applicable provisions of the Companies Act, 2013. The CSR Policy is available on the Company's website and can be accessed by stakeholders.

During the year, the Company has also amended and upgraded its CSR Policy to align it with the latest amendments and requirements under the Companies Act, 2013 and the applicable rules thereunder. The revised policy strengthens the Company's framework for planning, implementing, and monitoring CSR initiatives, ensuring greater transparency, governance, and effectiveness in delivering social impact. The CSR Policy of the Company approved by the Board, may be accessed on the Company's website https://sportking.co.in/wp-content/uploads/2025/08/CSR-POLICY.pdf

The Company has adopted a comprehensive Risk Management Policy, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy, duly approved by the Board of Directors, is designed with the objective of ensuring sustainable business growth and operational stability, while fostering a proactive approach to identifying, evaluating, and addressing various risks associated with the Company's operations. To achieve this objective, the Policy outlines a structured and disciplined framework for risk assessment and mitigation, enabling informed and timely decision-making on risk-related matters. This approach strengthens the Company's ability to manage uncertainties effectively and supports long-term value creation for stakeholders. The Policy on Risk Management may be accessed on the Company's website and web link thereto is https://sportking.co.in/wp-content/uploads/2024/11/RISK-MANAGEMENT-POLICY. pdf

14. RELATED PARTY TRANSACTIONS

All contracts, arrangements and transactions entered into by the Company with related parties during the Financial Year 2025 26 were in the ordinary course of business and on an arm's length basis, in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). The Audit Committee granted omnibus approval for repetitive related party transactions on an annual basis in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. All related party transactions were placed before the Audit Committee and the Board of Directors on a quarterly basis for their review and approval. During the year under review, the Company did not enter into any material related party transaction requiring shareholders' approval under Regulation 23 of the SEBI Listing Regulations.Further,therewerenomateriallysignificantrelated party transactions that could have had any potential conflict with the interests of the Company.

As all contracts, arrangements and transactions with related parties were entered into in the ordinary course of business and on an arm's length basis, there were no contracts or arrangements requiring disclosure under Section 188(1) of the Companies Act, 2013. Accordingly, the particulars prescribed under Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2, are annexed to this Report as Annexure C.

The details of related party transactions entered into during the year are disclosed in the notes forming part of the standalone financial statements. In compliance with Regulation 23 of the SEBI Listing Regulations, the Company also submits disclosures of related party transactions to the Stock Exchanges and publishes the same on its website.

POLICY

During the year, the Board of Directors, based on the recommendation of the Audit Committee, approved revisions to the Policy on Dealing with and Materiality of Related Party Transactions and the framework governing transactions with related parties to, inter alia:

• incorporate changes arising from amendments to the SEBI Listing Regulations and the Industry Standards relating to the minimum information required to be placed before the Audit Committee and shareholders for approval of related party transactions; • update the framework for determining arm's length pricing by modifying the list of covered transactions; and • incorporate other consequential and editorial changes, wherever necessary. The revised Policy on Dealing with and Materiality of Related Party Transactions is available on the Company's website at https://sportking.co.in/wp-content/uploads/2026/02/Related-Party-Transaction-Policy.pdf

Review and Compliance

The Audit Committee reviewed all related party transactions during the year and confirmedthat they were in accordance with the Company's Policy on Dealing with and Materiality of Related Party Transactions, applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The Board is satisfiedthat all such transactions were undertaken in the ordinary course of business, on an arm's length basis, and were in the best interests of the Company and its stakeholders.

The particulars of loans given, guarantees or securities provided, and investments made as required under Section 186 of the Act are given in the Notes to Financial Statements and form part of this Report.

The following is the constitution of the Board of Directors as on 31st March, 2026

Changes in Directors during the Year

1. Mr. Naresh Kumar Jain, Whole-time Director, passed away on 07th June 2025. He had been associated with the Company as a Whole-timeDirectorsince2009andmadesignificantcontributions to the Company's growth and development. Consequent to his demise, he ceased to be a Director of the Company with effect from 07th June 2025.

2. Further at the 36th Annual General Meeting of Sportking India Limited duly convened on 30th August, 2025, the shareholder of the company approved the appointment/re-appointment of following directors

• Appointment of Mr. Puneet Singhania (DIN: 01551462): Mr. Puneet Singhania was appointed as an Independent Director of the Company, not liable to retire by rotation, for a first term of five consecutive years with effect from 02nd August 2025.

• Re-appointment of Mrs. Harpreet Kaur Kang (DIN: 03049487): Mrs. Harpreet Kaur Kang was re-appointed as an Independent Director of the Company, not liable to retire by rotation, for a second term of five consecutive years, effective from 17th October 2025 to 16th October 2030 (both days inclusive).

• Re-appointment of Mr. Munish Avasthi (DIN: 00442425): Mr. Munish Avasthi was re-appointed as the Managing (CEO) of the Company, liable to DirectorandChiefExecutiveOfficer retire by rotation, for a further period of three years with effect from 01st October 2025.

• Appointment of Mr. Chetan Rupal (DIN: 00253536): Mr. Chetan Rupal was appointed as Whole-time Director of the Company, liable to retire by rotation, for a period of three years with effect from 02nd August 2025.

Changes in Directors between the End of Financial Year and Date of the Board Report

There is no change in directors between the end of financial year and date of the board report.

Directors proposed to be appointed / re- appointed at the ensuing Annual General Meeting:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Anjali Avasthi (DIN: 06911970) Non-Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for the reappointment. The retirement of director by rotation at the ensuing Annual General Meeting is determined in accordance with the provisions of the Companies Act, 2013.

Further On the recommendation of the Nomination and Remuneration Committee, in accordance with the provisions of Companies Act, 2013, (the Act), and applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of Directors of the Company in their meeting held on 01st August 2026 approved the change in designation of Mrs. Anjali Avasthi (DIN: 06911970), from Non- Executive Director to Whole time Director designated as Executive Director of the Company for a period of 3 years with effect from 01st August 2026, liable to retire by rotation subject to approval of the shareholders.

The brief resumes and other details relating to Director who are proposed to be appointed / re-appointed as required to be disclosed under Regulation 36 (3) of the Regulations, form part of the Statement setting out material facts annexed to the Notice of the Annual General Meeting. The resolutions seeking approval of the members for the appointment / change in designation of Director have been incorporated in the Notice of the Annual General Meeting of the Company.

Declaration of Independence

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulations 16(1)(b) and 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the SEBI LODR Regulations"), that they are independent from the Management of the Company and 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. Further, all the Independent Directors have given declarations that they complied with the provisions of Companies (Appointment and Qualifications of Directors) Rules, 2014. The Independent Directors have given declarations that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Business Conduct and Ethics of the Company. The Board confirms that all the Independent Director on the Board of the Company are registered with the Indian Institute of Corporate Affairs (IICA) as notified by the Central Government under section 150(1) of the Companies Act, 2013. In the opinion of the Board, the Independent Directors fulfills the conditions of independence, are independent of the management, possess and qualifications to the satisfaction of the Board of Directors. The therequisiteintegrity,experience,expertise,proficiency details of remuneration paid to the members of the Board is provided in the Report on Corporate Governance.

Board Committees

The Company has constituted the following committees in compliance with the Companies Act, 2013 and the Listing Regulations.

Audit Committee

Nomination and Remuneration Committee

Stakeholders' Relationship Committee

Corporate Social Responsibility Committee

Risk Management Committee.

All these committees have been established as a part of the best corporate governance practices. There have been no instances where the Board has not accepted any recommendation of the aforesaid committees. The details in respect to the compositions, powers, roles, and terms of reference etc., are provided in the Corporate Governance Report forming part of this report.

The following are the Key Managerial Personnel of the Company pursuant to Section 203 of the Companies Act, 2013 read with rule 3 and 8 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The Company had an Audit Committee of the Board of Directors, the following is the constitution as on 31st March, 2026

Dr. Sandeep Kapur designated as the Chairman of the Committee w.e.f 30.08.2025. Subsequently, on 02.08.2025 Mr. Chetan Rupal and Mr. Puneet Singhania was inducted as a member of the Committee.

The Committee is empowered to look into all the matters related to finance and accounting and its terms of reference are as per regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with section 177 of the Companies Act, 2013. All the Members of the Committee possess strong accounting and financial management knowledge. The Company Secretary of the Company is the Secretary of the Committee. All the recommendations of the Audit Committee were accepted by the Board.

MEETINGS OF THE BOARD AND AUDIT COMMITTEE

During the year, Board Meetings and Audit Committee Meetings were duly convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013 and regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has carried out the annual performance evaluation of its own performance, Committees of the Board and each Director individually. A separate exercise was carried out to evaluate the performance of individual Directors, including the Chairman of the Board. They were evaluated on parameters such as their education, knowledge, experience, expertise, skills, behavior, leadership qualities, level of engagement, independence of judgment, decision-making ability for safeguarding the interest of the Company, stakeholders and its shareholders.

The Independent Directors of the Company met without the presence of Non-Independent Directors and members of the management to review the performance of Non-Independent Directors and the Board of Directors as a whole, review the performance of the Chairman and Managing Director of the Company and to assess the quality, quantity and timeliness of flow of information between the management and the Board of Directors. The performance evaluation of the Independent Directors was carried out by the entire Board. The Directors expressed their satisfaction with the evaluation process.

NOMINATION AND REMUNERATION POLICY

In compliance with Section 178 of the Companies Act, 2013, the Nomination and Remuneration Policy of the Company has been designed to keep pace with the dynamic business environment and market-linked positioning. The Policy has been duly approved and adopted by the Board pursuant to the recommendations of the Nomination and Remuneration Committee of the Company. During the year under review, the Policy was reviewed and amended, wherever considered necessary, to align with the applicable statutory requirements, regulatory developments, and the evolving business needs of the Company. The

Policy outlines the criteria for the selection, appointment, and remuneration of Directors, Key Managerial Personnel, and Senior Management, as detailed in the Corporate Governance Report. The Policy is available on the Company's website at https:// sportking.co.in/wp-content/uploads/2025/08/NMR-POLICY.pdf WHISTLE BLOWER POLICY/ VIGIL MECHANISM

Your Company is focused to ensure that ethics continue to be the bedrock of its corporate operations. It is committed to conducting its business in accordance with the highest standards of professionalism and ethical conduct in line with the best governance practices.

Pursuant to Section 177(9/10) of the Companies Act, 2013 and regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company has formulated a whistle blower policy for vigil mechanism for directors and employees reporting for unethical behavior, fraud and mismanagement or violation of Company's code of conduct. The Policy provides adequate protection to the Directors, employees and business associates who report unethical practices and irregularities. The Policy provides details for direct access to the Chairman of the Audit Committee. Any incidents that are reported are investigated and suitable action is taken in line with the Whistle Blower Policy. The detailed Policy on Whistle Blower/Vigil Mechanism as approved by the Board may be accessed from the Company's website at https://sportking.co.in/wp-content/uploads/2024/11/VIGIL-MECHANISM-WHISTLE-BLOWER-POLICY.pdf

19. POLICY ON PREVENTION, PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE

The Company has zero tolerance for sexual harassment at workplace and has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at the Workplace, in line with the provisions of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under. The Policy aims to provide protection to employees at the workplace and prevent and redress complaints of sexual harassment and for matters connected or incidental thereto, with the objective of providing a safe working environment, where employees feel secure.

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company had constituted an Internal Complaints Committee. The details of all such Complaints and its proper redressal through prompt corrective steps are informed to the Top Management so as to ensure that suitable processes and mechanisms are put in place to ensure that issues of sexual harassment, if any, are effectively addressed. The Committee has not received any complaints of sexual harassment during the financial year 2025-26. The details with respect to such complaints and its status thereto, are as under:

20. Registrar and Share Transfer Agent

M/s Beetal Financial & Computer Services Private Ltd. is the Registrar and Share Transfer Agent of the Company.

Directors' Responsibility Statement pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Act on the annual accounts of the Company for the year ended on March 31, 2026 is provided below:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures from the same.

ii) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reason able and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year ended on 31st March, 2026.

iii) The directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) The directors had prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls were adequate and were operating effectively.

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

The Members of the Company in their Annual General Meeting held on 30th September, 2022 had re-appointed M/s. SCV & Co, LLP, Chartered Accountants (Firm registration No. 000235N/N500089) as Statutory Auditors of the Company for a further period of five years from the conclusion of forthcoming Annual General Meeting till the conclusion of the 38th Annual General Meeting to be held in the year 2027 on such remuneration as may be decided by the Board of Directors in consultation with the Statutory Auditors of the Company.

The Statutory Auditors of the Company had submitted Auditors' Report on the accounts of the Company for the Financial Year ended 31st March, 2026. There is no audit qualification reservations or adverse remarks or disclaimer in the said financial statements. The comments in the Auditors' Report read with Notes to Accounts are self- explanatory and do not call for any further explanation.

COST AUDITORS

The Company is maintaining the Cost Records, as specified by the Central Government under section 148(1) of Companies Act, 2013. M/s R.R. & Company, Cost Accountants had submitted Cost Audit Report along with Annexure for the Financial Year ended 31st March, 2026. There is no a qualification reservation or adverse remarks or disclaimer in the said report. The Board of Directors, on the recommendation of Audit Committee, has re-appointed M/s R.R. & Company, Cost Accountants, (Firm Registration No. 000323) as Cost Auditor to audit the cost accounts of the Company's for the Financial Year 2026-27. As required under provisions of Section 148 of the Companies Act, 2013, read with Companies (Cost Records and Audit) Rules, 2014, a resolution seeking members' approval for the remuneration payable to the Cost Auditor forms part of the Notice convening the AGM for their ratification.

The Cost Audit Report for the financial year ended March 31, 2026 shall be filed with the Central Government within prescribed time limit.

M/s Sunny Kakkar & Associates, Practicing Company Secretaries, sole proprietorship firm (peer- reviewed by the Institute of Company Secretaries of India) having ICSI Membership No - FCS NO 10111 and CP NO-12712 has been appointed as the Secretarial Auditor of the Company at the 36th AGM of the Company held on 30th August 2025, for a term of 5 (five) consecutive years beginning from FY 2025-26 and up to FY 2029-30, to conduct the Secretarial Audit of the Company. The Secretarial Audit Report forthefinancialyear ended 31 March 2026 is annexed as Annexure - D. The Report does not contain any qualification, reservation, or adverse remark, which require explanations / comments by the Board.

SECRETARIAL STANDARDS COMPLIANCE

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI).

The details forming part of the extract of the Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 for the Financial Year 2025-26 has been uploaded on Company's website at www.sportking.co.in.

The fully paid up 127072000 Equity Shares (face Value of Rs. 1/- each) of the Company are listed on BSE Limited and National Stock Exchange of India Limited (NSE) for trading as on 31.03.2026. The Company has also paid the listing fees for financial year 2026-27 to BSE and NSE within the prescribed due time.

25. ENVIRONMENT AND SAFETY

The Company is conscious of importance of environment clean and safety operations. The Company policy requires the conduct of all operations in such a manner so as to ensure the safety of all concerned, for environment protection and prevention of various natural resources to the extent possible. In its continued commitment towards sustainability and reducing its carbon footprint, the Company has initiated a significant step in renewable energy adoption during the year. The Company has already commissioned Rooftop Solar Power Project at their Bathinda and Ludhiana Units for captive consumption. This initiative not only enhances energy efficiency but also reinforces the Company's commitment to environmental responsibility by reducing dependency on external energy sources and contributing to the reduction of greenhouse gas emissions.

26. PUBLIC DEPOSITS

The Company has not raised any deposits from the public. Hence, the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 with regard to acceptance of deposits from public are not attracted.

The information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings & outgo is given in "Annexure-E" and forms part of this report.

28. PARTICULARS OF EMPLOYEES

The disclosures in respect of managerial remuneration as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 and statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in Rule 5 (2) and 5 (3) Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014 is given in "Annexure F" and forms part of this report.

29. MATERNITY BENEFIT ACT

During the year under review, the Company has complied with the provisions of Maternity Benefit Act, 1961.

Pursuant to Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (‘BRSR') on initiatives taken from an environmental, social and governance perspective, in the prescribed format as annexed to this report as "Annexure-G" and also available on the Company's website.

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all Senior Manager Personnel in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviors of any form and the Board has laid down the directives to counter such acts. The Code has been posted on the Company's website.

The Code lays down the standard procedure of business conduct which is expected to be followed by the directors and all Senior Manager Personnel in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

The Corporate Governance, which forms an integral part of this Report, are set out as separate Annexure, together with the Certificate from the Practicing Company Secretary regarding compliance with the stipulated in regulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In your Company, prime importance is given to reliable financial information, integrity, transparency, fairness, empowerment and compliance with law in letter & spirit. Your Company proactively revisits its governance principles and practices as to meet the business and regulatory needs. Detailed compliances with the provisions of the SEBI LODR Regulations and Companies Act, 2013 for the year 2025-26 are given in Corporate Governance Report, which forms part of the Annual Report.

33. GENERAL DISCLOSURES

According to Board of Directors, there were no disclosure or reporting required in respect of the following items as there were no transactions on these items during the year under review:

1. Details relating to issue of equity shares with differential voting rights as to dividend, voting or otherwise. regulators or courts or tribunals which impact the going concern status and 2. Significant Company's operation in future.

3. No Change in the nature of the Business.

4. No fraud has been reported by the Auditors to the Audit Committee.

5. During the year under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

6. There was no failure to implement any Corporate Action during the year.

7. The securities of the Company were not suspended from trading anytime during the year.

8. The CEO & CFO of theCompanyhaveissuedthenecessarycertificatepursuant to the provisions of Regulation 17(8) of the Listing Regulations, for the financial year 2025-26

Certain statements presented in this Directors' Report and Management Discussion and Analysis Report, encompassing the Company's objectives, projects, estimates, and expectations, may be considered "forward-looking statements" under applicable laws and regulations. It's important to acknowledge that the actual results may deviate from these expectations and forward-looking statements due to an array of risks and uncertainties. Actual results could differ materially from those expressed or implied. These factors include but are not limited to raw material availability and its prices, cyclical demand and, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment during the year under review.

The Board places on record its appreciation for the support and co-operation your Company has been receiving from its suppliers, distributors, retailers, business partners and others associated with it as its trading partners. Your Company looks upon them as partners in its progress and has shared with them the rewards of growth. It will be your Company's endeavor to build and nurture strong links with the trade based on mutuality of benefits, respect for and consistent with consumer interests.

Your Directors also take this opportunity to thank all Shareholders, Clients, Vendors, Banks, Government and Regulatory Authorities and Stock Exchanges, for their continued support.