DIRECTORS' REPORT

CONTRIBUTION TO EXCHEQUER

Your Company has contributed a sum of H98.91 Crores
to the exchequer during the FY 2025-26 by way of
duties and taxes on a standalone basis.

TRANSFER TO RESERVES

The Board of Directors has decided not to transfer
any amount to the general reserves out of retained
earnings for the FY 2025-26.

RETURNS TO INVESTORS - DIVIDEND

During the period under review, the Board of Directors
has declared three interim dividends aggregating to
H4.00 (200%) per share, and a bifurcation of the same
is as under:

The Board has recommended a final dividend of H5.00
(250%) per equity share having face value of H2.00
each out of the retained earnings, subject to approval
of members at their ensuing annual general meeting
for the financial year ended on March 31, 2026. The
aggregate dividend for the financial year ended on
March 31, 2026, would be H9.00 (450%) [including
interim dividends of H4.00 (200%)] per share.

The total dividend pay-out for FY 2025-26 would be
H61.80 Crores, representing 55% of consolidated
net profit before exceptional items, in line with the
Company's Dividend Distribution Policy, despite the
loss reported due to certain exceptional items.

Shareholders' Reward Policy (Including
Dividend Distribution Policy)

Symphony believes in maintaining a fair balance
over a long term, between pay-out/reward to the
shareholders, and cash retention. The Company has
been conscious of the need to maintain consistency
in pay-out/reward to the shareholders. The quantum
and manner of pay-out/reward to the shareholders of
the Company shall be recommended by the Board of
Directors of the Company.

The Shareholder's Reward Policy (including the
Dividend Distribution Policy) can be accessed at
https://svmphonvlimited.com/wp-content/
uploads/2024/03/Shareholders-Reward-Policy.pdf

MATERIAL CHANGES AND COMMITMENT

There have been no material changes or commitments
affecting the financial position of the Company which
occurred between the end of the financial year and the
date of this report, to which the financial statements
relate. There has been no change in the nature of the
business of the Company.

PERFORMANCE REVIEW

Overview

FY 2025-26 will be remembered not merely as a year
of operational navigation, but as a year in which
Symphony strengthened the structural foundations of
its global business.

There are years when performance is shaped by
demand cycles. And there are years when management
attention is directed towards something deeper -
institutional clarity, capital discipline, and strategic

simplification. The year under review belonged
decisively to the latter category.

For several years, the Australian business had remained
an overhang on consolidated perception and financial
interpretation. What began with strategic promise
gradually evolved into a source of operational
complexity and investor concern as market realities
in Australia changed materially. During FY 2025-26,
Symphony addressed this issue comprehensively
and conclusively.

With full impairments undertaken, balance sheet
exposures aligned to market realities and capital
linkages effectively neutralised, the Company has now
drawn a clear line under a prolonged legacy issue.
The importance of this development lies not merely
in accounting finality, but in institutional reset. Future
performance will increasingly reflect the strength of
ongoing operating businesses rather than the residue
of historical drag.

This transition marks an important moment in
Symphony's evolution: the movement from complexity
towards operational clarity.

A. Domestic operations: Resilience in a weak
summer

The domestic cooling environment during
FY 2025-26 was characterised by an unusually
muted seasonal cycle. Summer arrived late,
remained inconsistent across regions and was
repeatedly disrupted by unseasonal weather
patterns. The result was subdued industry-wide
demand, elevated inventory across trade channels
and greater caution in procurement behaviour.

In such years, growth rates across the industry
often converge. However, relative competitive
strength becomes more visible.

Symphony retained its leadership position in the
Indian air cooler market not because the industry
enjoyed strong tailwinds, but because the
Company continued to benefit from structural
advantages built over decades brand recall, deep

distribution relationships, product differentiation,
and category expertise.

At the centre of this resilience lies a defining
characteristic of the Company: Symphony
remains the most category-focused participant in
the industry.

For many appliance companies, air cooling
represents one among several categories. For
Symphony, cooling remains the organising
principle of the enterprise. This singularity
of focus continues to translate into sharper
product cycles, stronger dealer alignment, better
category understanding and higher share of
consumer mindspace.

Expanding beyond seasonal dependence

Even as Symphony retained leadership in air
cooling, the Company continued expanding
its presence across adjacent comfort and
appliance categories.

The strategic rationale behind this expansion is
deliberate rather than opportunistic. Categories
such as tower fans, kitchen cooling fans, large-
space ventilation systems and storage water
heaters are viewed as structurally adjacent
extensions of the Company's core competencies
in airflow management, climate control and
household comfort.

In tower fans, Symphony identified a clear
gap within the existing market landscape.
Products were often aesthetically attractive but
operationally weak, or technically functional but
visually dated.

The Company's approach has been to integrate
both dimensions - design and performance -
into a unified proposition emphasising airflow
efficiency, acoustic comfort and modern form.

Similarly, Symphony's entry into storage water
heaters is guided less by competitive aggression
and more by market headroom. Despite the size
of the category, the Company's current market

share remains relatively small, creating meaningful
scope for calibrated expansion over time.

The rise of round-the-year revenues

One of the most important structural
developments underway within Symphony is the
increasing contribution of Beyond Indian Summer
Products (BISP).

Historically, the Company's revenue profile
was closely linked to the Indian summer cycle.
However, the gradual scaling of adjacent
categories is steadily reshaping this dependence.

What was once a low-single-digit contribution
within India operations has now evolved into
a materially stronger revenue stream. At the
consolidated level as well, the business mix is
becoming progressively more balanced between
seasonal and non-seasonal categories.

This transition reflects a deeper philosophical
shift within the organisation - from season-led
concentration towards portfolio-led resilience.

Importantly, this transformation is occurring
without compromising financial discipline. Even
after absorbing upfront marketing investments
and launch-related costs, the BISP portfolio has
already achieved EBITDA positivity.

In certain segments, particularly large-space
ventilation, profitability profiles are comparable
to - and in some cases superior to - traditional
residential cooling categories.

The strategic implication is increasingly clear.
Symphony is gradually evolving into a dual-engine
enterprise: one engine driven by India's summer
demand cycle and the other supported by year-
round household consumption categories.

Distribution, digital reach, and market access

Distribution continues to remain one of
Symphony's most enduring competitive
advantages. However, the nature of this
advantage is evolving.

The emphasis today is not merely geographic
expansion, but execution intensity, fulfilment
efficiency and channel economics.

The Company's direct-to-consumer channel
has now reached scale parity with its two
largest e-commerce platforms combined. More
importantly, the D2C platform has evolved
from a supplementary sales mechanism into
a fully integrated demand-generation and
fulfilment ecosystem.

Same-day delivery capabilities in markets such
as Bengaluru and Hyderabad illustrate the
Company's ability to compress fulfilment cycles
and improve consumer responsiveness.

Simultaneously, regulatory developments such
as BIS compliance requirements are gradually
reshaping industry structure. The displacement
of unorganised imports is creating structural
advantages for organised Indian manufacturers
with compliant production systems and stronger
operational credibility.

These changes are expected to improve the
competitive positioning of established brands like
Symphony in the medium term.

B. International operations: Simplifying the
global portfolio

The international portfolio underwent decisive
simplification during the year.

The Australia business, once envisioned as
a developed-market growth platform, was
comprehensively restructured. Manufacturing
operations were exited, financial exposures
impaired, and operational linkages ring-fenced.

The remaining business model is asset-light,
distribution-led and structurally self-contained,
with no further capital commitment expected
from the parent Company.

This restructuring reflects an important principle
within Symphony's operating philosophy:
internationalisation must strengthen the
enterprise, not complicate it.

Realigning international assets

Alongside the Australia reset, Symphony
undertook important ownership realignments
across global operations.

The United States business was integrated directly
under Symphony India while intellectual property
ownership structures were streamlined to
improve operational clarity and strategic control.

These actions ensure that future value creation
from international markets accrues more directly
and transparently to the parent entity.

Navigating a demand-led slowdown

IMPCO closed 2025 with net sales of $413 million,
broadly in line with the previous year but below
the original growth plan. Unseasonably mild
summer and winter conditions affected demand
across key seasonal categories, moderating sales
momentum after a strong start to the year. While
dealer sentiment and channel stocking remained
positive in the first quarter, demand softened
in subsequent periods, and newer growth
categories such as washing machines scaled up
more gradually than anticipated. Profitability was
impacted by higher product costs and a fixed-cost
structure established to support planned growth,
resulting in an EBITDA margin of 7.4%. The softer
trading environment also led to higher inventory
levels at year-end, creating a more challenging
operating backdrop entering 2026.

Momentum in the United States

The United States business continued to
demonstrate encouraging traction during
the year. Retail partnerships with leading
chains such as The Home Depot and Lowe's
strengthened market visibility and accelerated
replenishment cycles.

Product innovation remains an important
differentiator within the US market, with recently
introduced product ranges receiving positive
retailer acceptance.

Stable platforms across other markets

In Brazil, despite weather-linked volatility,
Symphony consolidated its position among

the leading air cooler brands in the market.
The Brazilian business continues to validate
the viability of an asset-light and trading-led
international operating model.

Mexico and China remained stable operating
platforms focused on operational discipline,
channel strengthening, and incremental
optimisation rather than aggressive
structural expansion.

Outlook: From seasonal company to
structural platform

Taken together, FY 2025-26 represents a year
of structural consolidation rather than linear
operating momentum.

The Australian overhang has now been addressed with
finality. The domestic business demonstrated resilience
despite an unusually weak cooling season. The BISP
portfolio is steadily reducing dependence on summer-
linked concentration. International operations are
becoming simpler, lighter, and more focused.

The next phase of Symphony's evolution is unlikely
to be defined by dramatic strategic shifts. Instead, it
will be shaped by disciplined compounding across
multiple growth engines: sustained leadership in
India, expansion of year-round categories, selective
international scaling and continued capital discipline.

The Company's underlying construct
remains unchanged.

Symphony continues to build towards becoming
a globally relevant cooling and comfort platform -
resilient across seasons, diversified across geographies
and anchored firmly in operational simplicity,
consumer trust and capital efficiency.

AWARDS AND ACCOLADES

Ý Recognized for Great Place to Work, India for the
fourth consecutive time with improved score year
over year, and is certified as a great workplace
under the category: Mid- Size Organizations.

Ý Recognized for Great Place to Work among top 30
India's Best Workplaces in Manufacturing.

Ý Ranked 62^nd in India's Top 100 Great Mid-Sized
Workplaces for 2025.

Ý Recognized for Best Workplaces of India among
top 10 India's Best Workplaces in Consumer
Durable Sector.

MANAGEMENT DISCUSSION AND
ANALYSIS REPORT

Pursuant to the provisions of Regulation 34 of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), the

Management Discussion and Analysis Report for the
financial year ended March 31, 2026, is part of this
annual report.

CORPORATE GOVERNANCE

Your Company is committed to conducting its
affairs in a fair, transparent, and professional manner,
upholding high ethical standards and accountability in
all dealings. In accordance with Regulation 34(3) and
Schedule V of the Listing Regulations, the Corporate
Governance Report for the financial year ending March
31, 2026, is included in this annual report.

Additionally, a certificate from practicing company
secretaries, confirming compliance with corporate
governance conditions, is attached to the report on
corporate governance.

SUBSIDIARIES

Your Company has seven overseas subsidiary
companies, (i) IMPCO S. de R. L. de C.V. (IMPCO), Mexico,
(ii) Guangdong Symphony Keruilai Air Coolers Co.
Ltd. (GSK), China, (iii) Dongguan GSK Appliances Co.,
Ltd. (GSKA), China, (iv) Climate Holdings Pty Limited
(CHPL), Australia (formerly known as Symphony AU
Pty Limited (SAPL), (v) Climate Technologies Pty
Limited (CT), Australia, (vi) Bonaire USA LLC (BUSA),
USA, and (vii) Symphony Climatizadores Ltda. (SCL),
Brazil. All subsidiaries are wholly owned subsidiaries of
the Company.

The Board of Directors in their meeting held on January
28, 2026, has rolled back its earlier decision to divest
/ monetize (sale / transfer) of the stake / investment
held by the Company in (i) Climate Technologies Pty

Limited, Australia ('CT'), a step down wholly owned
subsidiary of the Company, by transferring the
shares held by Climate Holdings Pty Limited ('CHPL')
(formerly known as Symphony AU Pty Limited ('SAPL'),
Australia, a wholly owned subsidiary of the Company
and (ii) IMPCO S. de R. L. de C.V., Mexico ('IMPCO'), a
wholly owned subsidiary of the Company. Earlier, the
Board had, in principally, approved the proposal for
divestment /monetization of the subsidiaries in their
meeting held on April 12, 2025 and July 25, 2025.

The Board of Director in its meeting held on May
15, 2026, approved the acquisition of 100% stake
in Bonaire USA LLC, Delaware (BUSA), from Climate
Technologies Pty Limited - the Company's first-level
step-down wholly owned subsidiary in Australia. Upon
completion of the transaction, BUSA will become
a direct wholly owned subsidiary of the Company,
instead of being held through the Australian structure.

In compliance with Regulation 24(1) of the Listing
Regulations, Mr. Santosh Nema has been appointed as
a director of its material subsidiary Climate Holding Pty
Limited, Australia in place of Mr. Naishadh Parikh who
ceased to be an independent director of the Company
w.e.f. August 12, 2025.

In accordance with Section 129(3) of the Companies
Act, 2013 ('the Act'), the Company has prepared a
consolidated financial statement of the Company
and its subsidiary companies, which forms part of the
Annual Report. Pursuant to the provisions of Section
129(3) of the Act, a statement containing the salient
features of the financial statements of the Company's
subsidiaries in Form No. AOC-1, is annexed to the
financial statements of the Company. The statement
also provides the details of performance and financial
position of the subsidiaries of the Company.

The financial statements of the subsidiary companies
and related information are available for inspection by
the members at the Registered Office of the Company
during business hours on all days except Sundays and
public holidays, upto the date of the Annual General
Meeting as required under Section 136 of the Act.

Any member desirous of obtaining a copy of the
said financial statement may write to the Company
Secretary at the Registered Office of the Company.

The financial statements including the consolidated
financial statement, financial statements of subsidiaries,
and all other documents required to be attached to
this report have been uploaded on the website of the
Company -https://www.symphonylimited.com/
investor/results/#1668762167371-3516390d-82
bd.

CORPORATE SOCIAL RESPONSIBILITY

As required under Section 135 of the Act and the rules
made thereunder, the annual report on Corporate
Social Responsibility containing details about the
composition of the committee, CSR activities, amount
spent during the year, and other details, is enclosed
as Annexure - 1. The Corporate Social Responsibility
Policy is displayed on the website of the Company.

AUDITORS

In terms of provisions of Section 139 of the Act,
M/s. B S R & Co. LLP, Chartered Accountants (Firm
Registration No. 101248W/W-100022 and Peer Review
Certificate No. 019712 valid upto July 31, 2028) have
been appointed as Statutory Auditors of the Company
at the 38^th Annual General Meeting (AGM) held on
August 01, 2025, to hold office till the conclusion of
the 43^rd AGM of the Company. The Report given by
M/s. B S R & Co. LLP, on the financial statements of the
Company for the FY 2025-26 is part of this Integrated
Annual Report. The auditors' report does not contain
any qualification, reservation, or adverse remark, and
is self-explanatory; thus, it does not require any further
clarifications/ comments.

During the year under review, the auditors have not
reported to the Audit Committee or the Board, under
Section 143(12) of the Act, any instances of fraud
committed against the Company by its officers or
employees, the details of which would need to be
mentioned in the Board's Report.

SECRETARIAL AUDIT REPORT

In terms of Regulation 24A of SEBI Listing Regulations,
the Company has appointed M/s. SPANJ & Associates,
Practising Company Secretaries, (Firm Registration
No. P2014GJ0034800 and Peer Review Certificate
No. 6467/2025 valid upto February 28, 2030), as the
Secretarial Auditors of the Company, at the 38^th AGM
held on August 01, 2025, to hold office for a period
of 5 (five) consecutive years from the conclusion of
the 38^th AGM until the conclusion of the 43^rd AGM of
the Company.

The Secretarial Audit Report for the financial year
ended March 31, 2026, is annexed to the Board's
Report as Annexure - 2. There are no qualifications,
reservations, adverse remarks, or disclaimers by the
Secretarial Auditors in their Secretarial Audit Report;
thus, it requires no further clarifications/ comments.

COST AUDITORS

During the year under review, the Company was not
required to maintain cost records and hence, cost
audit was not applicable. No manufacturing activities
or services, covered under the Companies (Cost
Records and Audit) Rules, 2014, have been carried out
or provided by the Company.

DIRECTORS AND KEY MANAGERIAL
PERSONNEL

Cessations

Mr. Naishadh Parikh ceased to be an Independent
Director of the Company on completion of a second
consecutive term of 5 (five) years with effect from
August 12, 2025.

Mr. Amit Kumar, Executive Director and Group CEO has
resigned w.e.f. March 27, 2026.

The Board has formally recorded its appreciation for
the valuable contributions of Mr. Naishadh Parikh
during his tenure as an Independent Director, and
Mr. Amit Kumar in his capacity as Executive Director
and Group CEO of the Company.

Appointment/ Re-appointment

Ms. Jonaki Bakeri, retires by rotation at the ensuing
Annual General Meeting and being eligible, has
offered herself for re-appointment.

Mr. Nrupesh Shah was appointed as an Executive
Director for a period of 5 (five) years effective from
November 01, 2021 at the Annual General Meeting
of the Company held on August 10, 2021 and was
elevated and redesignated as a 'Managing Director -
Corporate Affairs' by the members' resolution through
postal ballot on December 06, 2023. Pursuant to the
said resolutions his present term will be expiring on
October 31, 2026.

Based on recommendations of the Nomination and
Remuneration Committee, the Board of Directors has
considered and approved his re-appointment as a
Managing Director - Corporate Affairs, at its meeting
held on May 15, 2026 for a further period of 5 (five)
years w.e.f. November 01, 2026 subject to approval of
members at the ensuing Annual General Meeting.

Brief profile of Mr. Nrupesh Shah and Ms. Jonaki Bakeri
as required under Regulation 36(3) of the Listing
Regulations and Secretarial Standards - 1, are annexed
to the notice convening the Annual General Meeting,
which forms part of this Annual Report. Your Directors
recommend their appointment/re-appointment.

The Board is of the opinion that the Independent
Directors of the Company are independent of the
management, possess requisite qualifications,
experience, proficiency and expertise in the fields
of sales and marketing, finance, quality, innovation,
product design, supply chain management, strategy,
legal and regulatory and governance aspects, and they
hold highest standards of integrity.

ANNUAL RETURN

In accordance with Section 134(3)(a) and Section
92(3) of the Act, the Annual Return of the
Company has been placed on the website of
the Company and can be accessed at:https://
svmphonvlimited.com/investor/shareholdinq-
information/#1648619612073-f3dd9dca-7d0e.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Directors of
the Company hereby state and confirm that:

(a) in the preparation of the annual accounts
for the financial year ended March 31, 2026,
the applicable Indian accounting standards
have been followed and there are no material
departures from the same;

(b) they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent,

so as to give a true and fair view of the state of
affairs of the Company at the end of the financial
year, and of the profit/loss of the Company for
that period;

(c) they have taken proper and sufficient care for the
maintenance of adequate accounting records in
accordance with the provisions of the Act, read
with rules made thereunder, for safeguarding the
assets of the Company and for preventing and
detecting fraud and other irregularities;

(d) they have prepared the annual accounts on a
going concern basis;

(e) they have laid down internal financial controls
to be followed by the Company, and that such
internal financial controls are adequate and were
operating effectively;

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

MEETINGS OF THE BOARD

Six meetings of the Board of Directors of the Company
were held during the year under review. The details of
composition, meetings, and attendance, along with
other details of the Board have been reported in the
Corporate Governance Report, which is annexed to
the Board's report.

Your Company has complied with the Secretarial
Standards applicable to the Company, pursuant to the
provisions of the Act.

AUDIT AND OTHER COMMITTEES

The audit committee comprises Mr. Santosh Nema
(Chairman), Mr. Ashish Deshpande, Ms. Reena
Bhagwati, and Ms. Malavika Harita as members. In
accordance with the provisions of Section 177(8) of the
Act and Listing Regulations, the Board has accepted all
the recommendations of the audit committee during
the FY 2025-26.

The details of composition, meetings, and attendance,
along with other details of the audit committee and
other committees, are reported in the Corporate

Governance Report, which is annexed to the
Board's report.

NOMINATION AND REMUNERATION
POLICY

The Company has established a Nomination and
Remuneration Policy for appointing directors, key
managerial personnel, and senior management.
This policy also covers their remuneration and the
evaluation of directors and the Board. It is included in
the Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES,
SECURITY, OR INVESTMENTS

The Company's liquidity position remains robust,
enabling the deployment of surplus funds to generate
additional returns.

Information regarding loans, guarantees, and
investments pursuant to Section 186 of the Act as of
March 31,2026, is presented in Note nos. 4, 5, 9, 12 and
34 of the Standalone Financial Statements.

PARTICULARS OF CONTRACTS OR
ARRANGEMENTS WITH RELATED PARTIES

All transactions with related parties during the year
were conducted on an arm's length basis and in the
ordinary course of business. These transactions were
presented to the Audit Committee and the Board for
approval. The Company also obtained omnibus /prior
approval annually for repetitive transactions. All related
party transactions are reviewed and approved by the
Audit Committee and the Board on a quarterly basis.

There were no materially significant related party
transactions during the year. The disclosure of related
party transactions as required under Section 134(3)(h) of
the Act is not applicable to your Company. Members can
refer to Note no. 34 ofthe standalone financial statement
for related party disclosures pursuant to Ind AS.

Transactions with persons or entities in the Promoter/
Promoter Group holding 10% or more of the
Company's shareholding have been disclosed in the
accompanying financial statements.

RISK MANAGEMENT

In compliance with the Listing Regulations, the
Company has established a Risk Management
Committee. The Company is vigilant about the risks
associated with its business and regularly analyzes
and takes corrective actions to manage and mitigate
these risks. The risk identification, minimization, and
mitigation processes are periodically reviewed. The
Board of Directors has framed a risk management
policy that the Company adheres to.

According to the Board, there are no risks that threaten
the Company's existence. However, some risks that
may pose challenges are detailed in the Management
Discussion and Analysis section of this report.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Act and Listing
Regulations, the Board of Directors has carried
out an annual performance evaluation of its own
performance, its committees, and all the directors of
the Company as per the guidance notes issued by
SEBI in this regard. The Nomination and Remuneration
Committee has also reviewed the performance of the
Board, the committee, and all directors of the Company
as required under the Act and the Listing Regulations.

The criteria for evaluating the Board broadly
encompass the directors' competency, experience,
and qualifications, as well as the Board's diversity. It also
includes meeting procedures, strategy, management
relations, succession planning, functions, duties,
conflict of interest, grievance redressal, corporate
culture and values, governance and compliance, and
risk evaluation, among other aspects.

The criteria for evaluating the committee include its
mandate and composition, effectiveness, structure
and meetings, independence from the Board, and
contribution to Board decisions.

The criteria for evaluation of directors broadly
cover qualifications, experience, knowledge, and
competency. They also include the ability to function
as a team, initiative, attendance, commitment,
contribution, integrity, independence, participation
in meetings, knowledge and skills, personal attributes,
leadership, and impartiality, among other aspects.

The Board of Directors have expressed their satisfaction
with the evaluation process.

DECLARATION BY INDEPENDENT
DIRECTORS

Independent Directors have submitted their
declarations stating that they meet the criteria of
independence as specified under Section 149(6) of the
Act and Listing Regulations, as amended from time
to time.

VIGIL MECHANISM

The Company has established a vigil mechanism
(Whistle Blower Policy) to provide adequate safeguards
against victimization and to provide direct access to
the Chairman of the Audit Committee in appropriate
cases. This mechanism is available on the website of
the Company.

DETAILS OF SIGNIFICANT AND MATERIAL
ORDERS PASSED BY THE REGULATORS OR
COURTS OR TRIBUNALS

During the year under review, there was no significant
and material order passed by the regulators or courts
or tribunals impacting the going concern status and
the Company's operations in future.

PARTICULARS OF EMPLOYEES

The statement of disclosure of remuneration and other
details, as required under Section 197(12) of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 (the Rules), are set out as Annexure - 3 to the
Board's Report.

The statement of disclosures and other information as
required under Section 197(12) of the Act read with
Rule 5(2) and (3) of the Rules is part of this report.
However, as per the second proviso to Section 136(1)
of the Act and the second proviso of Rule 5(3) of the
Rules, the report and financial statement are being
sent to the members of the Company, after excluding
the statement of particulars of employees under Rule

5(2) of the Rules. Any member interested in obtaining a
copy of the said statement may write to the Company
Secretary at the registered office of the Company.

INTERNAL FINANCIAL CONTROLS AND
THEIR ADEQUACY

The Company has established internal financial
controls to ensure the systematic and efficient conduct
of its business. These controls include adherence to
the Company's policies and procedures, safeguarding
of assets, prevention and early detection of frauds
and errors, accuracy and completeness of accounting
records, and timely preparation of reliable financial
information. These controls are regularly reviewed
by the statutory auditor, internal auditor, and the
Audit Committee.

DISCLOSURE UNDER THE SEXUAL
HARASSMENT OF WOMEN AT
WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe and
respectful workplace for all employees. In line with
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013, we
have implemented a comprehensive Anti-Sexual
Harassment Policy. This policy applies to all employees
including permanent, contractual, temporary, and
trainees and other personnel.

To promote awareness and understanding of
this policy, the Company conducts regular online
induction /refresher programs across the organization.
An Internal Committee (IC) has been established to
address and resolve complaints of sexual harassment
at the workplace, in accordance with the provisions of
the Act.

During the year under review, no complaints of sexual
harassment were received. Additionally, there were no
pending complaints at the end of the financial year.

DEPOSIT

The Company has not accepted any deposit during
the year under review, and no unclaimed deposits or
interest were outstanding as on March 31,2026.

INSURANCE

The insurable interests of the Company including
building, plant and machinery, stocks, vehicles, and
other insurable interests are adequately covered.

CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION, AND
FOREIGN EXCHANGE EARNINGS

AND OUTGO

Pursuant to provisions of Section 134(3)(m) of the
Act read with the Companies (Accounts) Rules, 2014,
details relating to Conservation of Energy, Technology
Absorption, and Foreign Exchange Earnings and
Outgo are given as Annexure - 4.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT (BRSR)

The Business Responsibility and Sustainability Report
for the FY 2025-26, as stipulated under Regulation 34
of the Listing Regulations is annexed to this report as
Annexure - 5.

COMPLIANCE WITH THE PROVISONS OF
THE MATERNITY BENEFIT ACT, 1961

During the year under review, your Company was
in compliance with the provisions relating to the
Maternity Benefit Act, 1961, as amended.

APPLICATION MADE OR ANY
PROCEEDING PENDING UNDER THE
INSOLVENCY AND BANKRUPTCY CODE

As on the date of the report, no application is
pending against the Company under the Insolvency

and Bankruptcy Code, 2016, and the Company
did not file any application under (IBC) during the
FY 2025-26.

GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is
required for the following matters, as there were no
such transactions during the year under review:

a. Issuance of shares with differential rights as to
dividend, voting, or otherwise.

b. Issuance of shares (including sweat equity shares)
to employees of the Company under any scheme.

c. Neither the Managing Directors nor the Executive
Director received any remuneration from any of
the Company's subsidiaries during the year.

d. There were no instances of one-time settlements
with any bank or financial institution.

e. Raising of funds through preferential allotment or
qualified institutional placement.

f. Issue of convertible/non-convertible securities.

ACKNOWLEDGEMENT

The Directors wish to express their appreciation for
the contributions made by employees at all levels,
which have been instrumental in the continued
growth and prosperity of the Company. They also
extend their deep gratitude to the shareholders,
OEMs, dealers, distributors, service franchises, CFAs,
consumers, banks, and other financial institutions for
their unwavering support.

For and on behalf of the Board
Achal Anil Bakeri

Place: Ahmedabad Chairman and Managing Director

Date: May 15, 2026 DIN - 00397573