DIRECTORS' REPORT

Your Directors have pleasure in presenting the 35^th Annual Report of the Company together with the Audited Financial Statements for the Financial
Year ended March 31^st, 2026.

1. Corporate Overview

Your company is a leading exporter of Knitted fabric and Knitted garments. The Company exports its products to United States and European
Markets.

2. Financial Highlights

As mandated by the Ministry of Corporate Affairs, your company has prepared the financial statement (Standalone) for the year ended
March 31, 2026, in accordance with the Indian Accounting Standards ('Ind AS') notified under Sec 133 of the Companies Act, 2013 read with
notification no. G.S.R. 111(E) dated 16.02.2015 as amended from time to time. The highlights of financial performance (standalone) of the
Company for the Financial Year ended March 31, 2026 is as under:

3. Financial Performance (Standalone)

On a standalone basis, your Company reported revenue from operations and other income of '8,878.11 lakhs during the year under review,
as against '15,319.61 lakhs in the previous financial year. The Net Profit for the year stood at '706.10 lakhs compared to '979.15 lakhs in the
previous year. The Earnings Per Share (EPS) from continuing operations was '2.43 for the reporting year.

The financial year 2025-26 was marked by challenging market conditions for the textile industry for domestic and export demand, pricing
pressure, volatile raw material prices, increased competition from low-cost manufacturing countries, and continued geopolitical uncertainties
affecting global trade. These factors affected the textile industry at large and have impact on Company's financial performance, resulting in
lower revenues and profitability during the year under review.

Despite the decline in revenue and profitability, your Company continued to focus on operational efficiency, prudent cost management,
product quality, and strengthening customer relationships.

During the time, your company remains financially strong and self-reliant in terms of internal fund generation and debt servicing. The
management has continued to strengthen operations and sharpen competitive advantages, with the objective of creating long-term value for
shareholders. Going forward, your directors are confident of achieving better performance both operationally and financially, supported by
the Company's robust fundamentals, customer-centric approach, and the commitment of its people.

4. Operational Highlights

The operations are exhaustively discussed in the 'Management Discussion and Analysis' forming part of the annual report.

5. Dividend and Transfer to Reserve

In order to conserve the resources, your Board has decided not to declare any final dividend for the financial year 2025-26. Your Company does
not propose to transfer amounts to the general reserve out of the amount available for appropriation.

As per Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top five hundred listed entities based
on market capitalization are required to formulate a Dividend Distribution Policy. However, during the year your company has remained to
be a small cap company and hence this regulation does not apply to the Company.

6. Share Capital

The paid-up equity share capital as on March 31, 2026 was Rs. 29.00 Crores consisting of 2,90,00,004 equity shares of Rs. 10/- each fully paid-up.

7. Credit Rating

During the year under review, the provisions relating to credit rating are not applicable to the Company, as the Company has not issued any
debt instruments, commercial papers, or accepted any public deposits requiring such rating. The equity shares of the Company are listed on
the National Stock Exchange & Bombay Stock Exchange, for which no credit rating is mandated under the applicable laws.

8. Transfer to Investors Education and Protection Fund

The Company had no liability to transfer any unpaid/unclaimed equity shares and/or dividends up to the financial year 2018-19 to the
Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to Section 125 of Companies Act 2013.

9. Change in Nature of Business

There was no change in the nature of the business during the reporting period. The company remains to be working in Textile Industry.

During the year under review, the company has added real estate business in its existing object clause by adding sub-clause 4 to the existing
Clause III(a) of the Memorandum of Association. The requisite approval of the shareholders of the company was accorded in the 34^th Annual
General Meeting of the company held on 29^th September, 2025.

The Corporate Identification Number of the company has been updated as per NIC 2008 during the year under review.

10. Listing

The Equity Shares of the Company continue to remain listed on BSE Limited and the National Stock Exchange of India Limited.

11. Deposits

During the year under review, your Company has not accepted any deposit within the meaning of Chapter V of the Companies Act, 2013 and
the Rules framed thereunder.

12. Extract of Annual Return

Pursuant to Sub-Section (3) of Section 92 of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return of the company for the financial year 2025-26, is available on the Company's website at https://www.spllimited.com/exchange-
disclosures.htm

13. Secretarial Standards

The Company has complied with all the applicable secretarial standards issued by the Institute of Company Secretaries of India.

14. Particulars of Loans, Guarantees or Investment by the Company

The Particulars of loans, guarantees or investments have been disclosed in the financial statements and the Company has duly complied with
Section 186 of the Act, in relation to Loans, Guarantee and Investments, during the FY 2025-26

15. Board of Directors and Key Managerial Personnel (KMP)

Directors Retiring by Rotation

Pursuant to provisions of Companies Act, 2013 ('the Act') and the Articles of Association of the Company, Mrs. Shashi Agarwal (DIN-06687549)
is liable to retire by rotation and being eligible, offers herself for re-appointment. The Nomination and Remuneration Committee and Board
of Directors have recommended her re-appointment for the approval of the shareholders of the Company in the forthcoming Annual General
Meeting of the Company.

Changes during the Financial Year

There were no changes in composition of Board of Directors of the company during the Financial Year 2025-26

Independent Directors

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 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 judgement 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 and has also
affirmed that they comply with the Code for Independent Directors prescribed in Schedule IV to the Act and the Code of Business Conduct
and Ethics of the Company.

In the opinion of the Board, the Independent Directors are persons with integrity, expertise and experience in the relevant functional areas.
Requirements of online proficiency self-assessment test in terms of Rule 6(4) of The Companies (Appointment and Qualifications of Directors)
Rules, 2014 will be compiled within the prescribed timeline, if the same is applicable to each of them.

During the year under review, a separate Meeting of Independent Directors was held on September 2, 2025.

Details of Key Managerial Personnel (KMP)

Pursuant to section 203 of the Companies Act, 2013, Mr. Mukesh Kumar Aggarwal, Managing Director, Mrs. Shashi Agarwal, Wholetime
Director, Mrs. Komal Adlakha, Chief Financial Officer and Mr. Vishal Srivastava, Company Secretary, are the designated KMP of the Company
as on March 31, 2026.

Changes in KMP during the year:

There was no change in composition of Key Managerial Personnel (KMP) during the Financial Year 2025-26.

16. Number of Board Meetings

During the year under review, the Board met 6 times. The maximum gap between any two consecutive Board meetings did not exceed 120
days. The details of the Board meetings are set out in the 'Corporate Governance Report' which forms part of this Report.

17. Committees of the Board

The Company has duly constituted Board level Committees as mandated by the applicable laws and as per the business requirements. Details
of the committees, along with their composition, charters and meetings held during the year, are provided in the 'Corporate Governance
Report', forms a part of this Report. During the FY 2025-26, the Board has accepted all the recommendations of its committees.

18. Evaluation of performance of the Board

The Company has duly approved Nomination and Remuneration Policy prescribing inter-alia the criteria for appointment, remuneration
and performance evaluation of the directors. As mandated by Section 135 & 178, read with Schedule IV of the Act and Regulation 25 of the
SEBI LODR Regulations, the Independent Directors in their separate meeting held on September 2, 2025 have reviewed the performance of
Non-Independent Directors, Chairperson and the Board as a whole including review of quality, quantity and timeliness of flow of information
between Board and Management.

Further the Board, during the year under review, has also evaluated the performance of the Board, its Committees and all Individual Directors
including Chairman of the Company. The evaluation was carried out on the basis of a structured questionnaire circulated in advance to all the
Directors. The Board expressed its satisfaction on the same and is of the opinion that all the independent directors of the company are persons
of high repute & possess the relevant expertise & experience in their respective fields.

19. Board Diversity

The Company recognises and embraces the benefits of having a diverse Board of Directors to enhance the quality of its performance. The
Company considers increasing diversity at Board level as an essential element in maintaining a competitive advantage in the complex business.
The policy on Board Diversity is available on the website of the company under following link: https://www.spllimited.com/pdf/policies/
Policy-on-Board-Diversity-and-Director-Attributes.pdf

20. Board Training, Induction and familiarisation of Directors

At the time of appointing a director, a formal letter of appointment is given, which inter-alia includes the role, function, duties and responsibilities
expected from him/her as a Director of the Company and necessary documents, reports and internal policies to enable him/ her to familiarise
with the Company and it's procedures and practices. Periodic presentations are made at the Board, Committees meetings, on business and
performance updates of the Company, global business environment, business strategy and risks involved etc. Updates on relevant statutory
changes on important laws are periodically presented or circulated to the Board. The Directors are also explained in detail the compliances
required from them under the Act, the SEBI Regulations and other relevant Laws and Regulations. The details of familiarisation program for
Independent Directors are available in corporate governance report and also disclosed on the Company's website, which forms part of this
report.

21. Directors Responsibility Statement

Directors' Responsibility Statement pursuant to the provisions of Section 134 of the Act on the annual accounts of the Company for the year
ended on March 31, 2026 is provided below:

a) in the preparation of the Annual accounts for the year ended March 31, 2026, the applicable accounting standard have been followed
along with proper explanation relating to the material departures, if any;

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

c) proper and sufficient care has been taken 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 have been prepared on a going concern basis;

e) internal financial controls were followed by the Company and they are adequate and are operating effectively; and

f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and
operating effectively.

22. Policy on Director's Appointment and Remuneration and other details

The current policy is to have an appropriate mix of executive, non-executive and independent directors to maintain the independence of the
Board and separate its functions of governance and management. As of March 31, 2026, the Board has six members, consisting of an executive
director, a non-executive and non-independent director and independent directors. The details of Board and committee composition, tenure
of directors, areas of expertise and other details are available in the Corporate overview section that forms part of this Annual Report.

The Company's policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes,
independence of a director and other matters provided in Section 178(3) of the Act is available on our website https://www.spllimited.com/
policies.htm. We affirm that remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the
Company.

Some of the salient features of which are as follows:

(i) To regulate the appointment and remuneration of directors, key managerial personnel and the senior management personnel;

(ii) To identify persons who are qualified to become directors as per the criteria/ Board skill matrix identified by the Board;

(iii) To ensure proper composition of Board of Directors and Board diversity;

(iv) To ensure that level and composition of remuneration is reasonable and sufficient to attract, retain and motivate Directors, Key
Managerial Personnel and senior management and their remuneration involves a balance between fixed and incentive pay reflecting
short and long-term performance objectives appropriate to Company's working and its goals.

23. Risk Management Committee

Pursuant to the sub-regulation 5 of Regulation 21 of Listing Regulations, the constitution of Risk Management Committee is not applicable to
the company.

24. Corporate Social Responsibility

Your Company believes in touching some of the important aspects of human life. The Company implements CSR through multiple trust/
societies through which it operates and efforts are revolved around several projects relating to Social Empowerment and Welfare, Infrastructure
Development, Sustainable Livelihood, Health Care and Education during the year under review. These projects are in accordance with
Schedule VII of the Act and its CSR policy.

The brief report of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR
activities during the year are set out in Annexure-A of this report in the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this
report.

The Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company are available on following
link: https://www.spllimited.com/policies.htm.

25. Management Discussion and Analysis

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 as amended, forms an integral part of this Report which is Annexed as Annexure- B

26. Business Responsibility and Sustainability Report

As required under Regulation 35 of the Listing Regulations, the Business Responsibility and Sustainability Report is not mandatory over your
Company, hence the same does not form part of the Director's Report.

27. Corporate Governance

Your Company is committed to adhere to the best practices & highest standards of Corporate Governance. It is always ensured that the
practices being followed by the Company are in alignment with its philosophy towards corporate governance. The well-defined vision and
values of the Company drive it towards meeting the business objectives while ensuring ethical conduct with all stakeholders and in all systems
and processes.

Your Company proactively works towards strengthening relationship with constituents of system through corporate fairness, transparency and
accountability. 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 the Act for the FY 2025-26 are given in Corporate Governance
Report as Annexure- C, which forms part of the Annual Report. The certificate of Practising Company Secretary on compliance with Corporate
Governance norms is also annexed with the 'Corporate Governance Report'.

28. Vigil Mechanism & Whistle Blower policy

The Company has a Vigil Mechanism & Whistle Blower policy, to report concern about unethical behavior, actual or suspected fraud or
violation of Company's code of conduct or ethics, policies, improper practices or alleged wrongful conduct in the Company may report the
same to Chairman of the Audit Committee or on the email id: cs@spllimited.com. Identity of the Whistle Blower shall be kept confidential to
the greatest extent possible. The detailed procedure is provided in the policy and the same is available on official website of the Company at
following link: https://www.spllimited.com/policies.htm

During the year under review, there were no instances of fraud reported to the Audit Committee/Board.

29. Related Party Transaction

All transactions or arrangements entered into with the related parties for the year under review were on arm's length basis and in the ordinary
course of business. During the period under review, the transactions that entered with related parties as required under Section 134 of the
Companies Act, 2013 have been disclosed in in Form AOC 2 is enclosed as Annexure- D. The related party disclosures are provided in the notes
to financial statements.

Approval for the transaction(s) which could be considered material in accordance with the applicable provisions of SEBI (LODR) regulation,
2015 have been taken in the 34 ^th Annual General Meeting of the company held on 29th September, 2025.

All related party transactions are placed before the Audit Committee for its review and approval. Prior omnibus approval of the Audit
Committee is being obtained on an annual basis for the transactions which are planned/ repetitive in nature, and omnibus approvals are taken
as per the policy laid down for unforeseen transactions. Related party transactions entered into pursuant to the omnibus approval so granted
are placed before the Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions etc. of the
transactions. The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is available on the website of
the Company at the following link: https://www.spllimited.com/policies.htm

30. Cybersecurity and Information Security

Your Company recognizes the importance of cybersecurity and information security in safeguarding its business operations, information
assets, and stakeholder data. The Company has implemented appropriate information security policies, access controls, backup mechanisms,
antivirus protection, firewall systems, and periodic monitoring of its IT infrastructure to mitigate cyber risks. The Board and the management
continue to review the cybersecurity framework and take necessary measures to strengthen cyber resilience in line with evolving business
and regulatory requirements. During the year under review, no material cybersecurity incident having a significant impact on the Company's
operations was reported.

31. Internal Control System and their adequacy

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/ revised
standard operating procedures. The Company's internal control system is commensurate with its size, scale and complexities of its operations.
The Internal and operational audit is entrusted with M/s. Vatss & Associates, a Firm of Practicing Chartered Accountants. The main thrust of
Internal Audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in
the industry. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

Your Company's Financial Statements are prepared on the basis of the Significant Accounting Policies and approved by the Audit Committee
and the Board. These Accounting policies are reviewed and updated from time to time.

These systems and controls are subjected to Internal Audit and their findings and recommendations are reviewed by the Audit Committee
which ensures the implementation. The Company has a robust Management Information System, which is an integral part of the control
mechanism.

The Audit Committee of the Board of Directors, Independent Auditors and the Finance department have periodically been appraising the
significant internal audit observations and the corrective actions have been taken. The Audit Committee places a key role in providing
assurance to the Board of Directors.

Internal financial controls have been discussed under the head 'MD/CFO Certification' in the Corporate Governance Report.

32. No Default to Banks / Financial Institutions

The Company has not defaulted in payment of interest and / or repayment of loans to any of the financial institutions and / or banks during
the year under review.

33. Energy Conservation, Technology Absorption, Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchanges earnings and outgo pursuant to Section 134 of the
Companies Act, 2013 read with the Rule 8(3) of the Companies (accounts) Rules, 2014 as amended from time to time is annexed as Annexure - E
and forms an integral part of this Report.

34. Business Risk Management

Your Company continues to strengthen its robust Risk Management Framework and the same was reviewed by the Audit Committee
periodically. The Committee meets for focused interaction with business, identifying and prioritizing strategic, operational risk and formulating
appropriate mitigation strategies and conducting frequent review of the progress on the management of the identified risk. Your company
believes that managing risk helps in maximizing return. The company's approach in addressing business risks includes periodical review
of such risks and thereby mitigating it effectively. The risk management framework is reviewed periodically by the Board and the Audit
Committee. Some of the risks that the company is exposed to are:

The Company through its Audit Committee oversees the Risk Management process including risk identification, impact assessment, effective
implementation of the mitigation plans and risk reporting. The Audit Committee's objective is to ensure sustainable business growth with
stability and to promote a proactive approach in evaluating, resolving and reporting risks associated with the business.

35. Audit Reports and Auditors
Audit Reports

The Auditors' Report on the financial statements of the Company for the financial year ended on March 31, 2026 does not contain any
qualification, reservation, or adverse remark or disclaimer. The report is enclosed with the financial statements in this Integrated Annual
Report.

The Secretarial Auditors' Report for the financial year ended on March 31, 2026 does not contain any qualification, reservation, or adverse
remark. The Secretarial Auditors' Report is enclosed as Annexure F to the Board's report, which forms part of this Integrated Annual Report.

The Certificate confirming compliance with conditions of corporate governance as stipulated under the Listing Regulations, for March 31, 2026
is enclosed with Corporate Governance Report annexed to the Board's report, which forms part of this Integrated Annual Report.

Internal Audit Report for the financial year ended 31st March, 2026 have been submitted before the Audit committee meeting and the meeting of
board of directors of the company. There has been no qualification, reservation and adverse remark that have large impact over the operations
of the company.

Auditors

a. Statutory Auditors

M/s Raghu Nath Rai & Co., Chartered Accountants (FRN- 000451N), Statutory Auditors of the Company were appointed for the period
of five consecutive years, from the conclusion of the 30^th Annual general Meeting upto the conclusion of the 35^th Annual General Meeting
of the company to be held in calendar year 2026 and their appointment as statutory auditor of the company comes to an end.

The written consent received from M/s Raghu Nath Rai & Co. (FR No. 000451N) for their appointment as Statutory Auditors, a certificate,
that they are eligible for appointment and satisfy the criteria provided in Section 141 of the Act and the Companies (Audit and Auditors)
Rules, 2014 and does not suffer from any disqualification are received by the Company.

Accordingly, pursuant to Section 139 of the Companies Act, 2013, the Board recommends to the members of the Company the
reappointment of M/s Raghu Nath Rai & Co. (FR No. 000451N) as Statutory Auditors of the Company for a term of five consecutive
years, commencing from the conclusion of this 35^th Annual General Meeting till the conclusion of 40^th Annual General Meeting of the
company.

b. Secretarial Auditors

M/s. Agarwal S & Associates, Company Secretaries in Practice (Firm Registration Number P2003DE049100) was appointed as Secretarial
Auditor of the company to hold the office for a term of 5 (five) consecutive years, commencing from financial year 2025-26 till financial
year 2029-30 in the 34^th Annual General Meeting of the company held on 29^th September, 2025, as required under Section 204 of the Act
and Rules thereunder.

c. Internal Auditors

M/s Vatss & Associates, Chartered Accountants, were appointed as an Internal Auditor of the company for FY 2025-26 in the meeting
of board of directors of the company held on 13th August, 2025

36. Annual Secretarial Compliance Report

A Secretarial Compliance Report, pursuant to regulation 24A of the SEBI LODR Regulations, for the FY 2025-26 on compliance with all
applicable SEBI Regulations and circulars/ guidelines issued thereunder, has been obtained from M/s. Agarwal S & Associates, Practising
Company Secretaries, and has been submitted to the Stock Exchanges and placed on the website of the Company with following link: https://
www.spllimited.com/exchange-disclosures.htm.

37. Significant & Material Orders passed by the Regulators or Courts

Your company had filed a writ petition before the Hon'ble High Court of Delhi on February 19, 2025, challenging the order dated December 3,
2024, passed by the Regional Director, Northern Region, Ministry of Corporate Affairs, Delhi, directing a change in the name of the Company
SPL Industries Limited, pursuant to the provisions of Section 16(1)(a) of the Companies Act, 2013.

The High Court of Delhi at New Delhi vide its order dated November 24 ^th, 2025, directed that the order dated December 3, 2024 is unsustainable
in law and the said order has been quashed by the Hon'ble High Court.

38. Material changes and commitments affecting financial position between the end of the financial year & date of the report

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

39. Environment & Safety

The Company is conscious of the importance of environment friendly and safe operations. The company's policy requires conduct of operations
in such a manner so as to ensure safety of all concerned, compliance of environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has
formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging complaints. All
women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year, no complaints were received
by the Company under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Act to redress complaints
received regarding sexual harassment.

Further, the Company has also complied with all the provisions relating to the Maternity Benefits Acts, 1961 and the rules made thereunder,
including all applicable obligations relating to maternity benefits for eligible employees.

40. Human Resources

Your Company believes that its manpower is an asset for the company and enjoys a strong brand image as a preferred and caring employer.
The ongoing focus is on attracting, retaining and engaging talent with the objective of creating a robust talent pipeline at all levels. Value-

based HR programmes have enabled your Company's HR team to become strategic partners for the business. Your company laid stress to
build a women-friendly workplace by introducing various initiatives for the development of women employees in the organization. Your
Company has focused on internal talents and nurtures them through the culture of continuous learning and development, thereby building
capabilities for creating future leaders. Your company's initiatives like a hiring freeze at some levels, robust talent review, career development
conservations and best-in- class development opportunities, which will help to enhance the employees experience at your Company. The
Company's Human Resources plays a critical role in your Company's talent management process.

41. Particulars of Employees

The Disclosure 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 is annexed as Annexure - G and forms a part of this report.

Information required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 has been given in Annexure- H and forms a part of this report. If any Shareholder is interested in obtaining
information as described under first proviso to the Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014, he/she may, before the date of forthcoming Annual General Meeting, write to the Company Secretary in this regard.

42. Subsidiaries, Associates and Joint-Ventures

The Company does not have any subsidiary, joint venture, or associate company during the year under review. Accordingly, disclosure in
Form AOC-1 pursuant to Section 129(3) of the Companies Act, 2013 is not applicable to the Company.

43. Incremental Borrowings under Large Corporate Framework of SEBI

Pursuant to Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations) read with Chapter
XII of the NCS Master Circular dated May 22, 2024 relating to 'Fund raising by issuance of debt securities by large corporates', the framework
is not applicable to the company.

44. Certificate of non-disqualification

Pursuant to Regulation 35(3) and Schedule V Para C clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, certificate confirming non-disqualification of directors of the company forms part of the Corporate Governance Report.

45. General

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items
during the year under review:

A. there were no frauds reported by the auditors to the Audit Committee or the Board under provisions of the Companies Act, 2013;

B. Issue of equity shares with differential rights as to dividend, voting or otherwise;

C. There were no revisions in the financial statements;

D. Issue of share (including sweat equity shares) to employees of the Company under any scheme as permitted under any provision of
Companies Act, 2013.

E. Company is not required to maintain cost records as specified by the Central Government under section 148(1) of the Companies Act, 2013.

All Policies as required under the Act or the SEBI LODR Regulations are available on the website of the Company i.e. https://www.spllimited.
com/policies.htm. Links of the Policies are provided in the 'Corporate Governance Report', which forms part of this report.

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or
any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial
year is not applicable; and

The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation
done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

46. Acknowledgments

Your directors thank various Central and State Government Departments, Organizations and Agencies for the continued help and cooperation
extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors,
banks and other business partners for the excellent support received from them during the year.

Your directors also wish to convey their appreciation for collective contribution & hard work of employees across all levels. The Board also
takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders and their
confidence in management and look forward to their continued support in future too.

By order of the Board,
For, SPL Industries Limited

Mukesh Kumar Aggarwal

Managing Director
DIN 00231651

Place: Faridabad C-1/4, Sector-11, Faridabad

Date: July 15, 2026 Haryana - 121007