The Board of Directors are pleased to present the 32^nd Annual Report of Senco Gold Limited ("your Company or "Senco") together with the Audited Financial Statements (both Standalone and Consolidated) for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The financial highlights for the financial year ended March 31, 2026, on a standalone and consolidated basis, are summarized as below:

(Amount in INR Million)

2. FINANCIAL PERFORMANCE

During the year under review, on a standalone basis, the total income increased by 34% YoY from INR 63,133.71 million to INR 84,510.68 million, reflecting a loyal customer base and brand positioning. The Net Profit after tax increased by 251% YoY from INR 1,653.71 million to INR 5,809.79 million.

At the consolidated level, the total income increased by 33% YoY from INR 63,826.39 million to INR 85,099.13 million. The Net Profit after tax increased by 261% YoY from INR 1,593.09 million to INR 5,743.19 million.

During the year under review, your Company continued its business expansion with a sharp focus on driving profitability and customer acquisition. During the year under review, the Company launched 26 showrooms, thereby expanding its showroom portfolio to 201 (including 12 Sennes showrooms, 85 Franchisee showrooms and 2 overseas showrooms in Dubai), spread across India, having various formats like Classic & Modern, D'Signia, Everlite, House of Senco to cater to various customer segments.

During the year under review, gold price surged by 79% YoY and 20% QoQ, peaking at a historic high of INR 1,69,403/10gm amid global uncertainty. Despite this, consumer demand remained resilient in value, driven by Akshay Tritya, Poila Boishak, Dhanteras, a well-distributed wedding season spanning the full quarter, strong gifting demand on Valentine's Day, and continued leveraging of the Old Gold exchange programme, which contributed ~50% to Q4 revenue, enabling customers to upgrade their jewellery despite elevated gold prices. Q4 SSSG at ~35% and FY 26 SSSG at ~24%, indicating strong performance of existing showrooms, building up to surpass the season. There has been a gradual shift towards lightweight jewellery or lower caratage. During the year under review, your Company entered new geographies in Bikaner, Nagpur, Etawah, etc, indicating huge Pan India potential, along with a focus on Bengal and East India, which is the engine for future growth.

3. DIVIDEND

During the year, the Company paid an interim dividend of INR 0.75/- per share (i.e. 15% of the face value of INR 5/- each). In addition, the Board of Directors has recommended a final dividend of INR 1.00/- (Rupee One) per equity share (i.e 20% of the face value of INR

5/- each) for the financial year under review, subject to the approval of the Members at the ensuing Annual General Meeting (AGM), thereby taking the total dividend for the year to INR 1.75/- per share. The dividend has been recommended in accordance with the Company's Dividend Distribution Policy and will be paid out of the profits of the year under review. The dividend distribution policy of the Company is available on its website at https://sencogold.com/storage/files/ Dividend_Distribution_Policy_1.pdf

The above dividend, if approved by the members at the ensuing AGM, will be paid within 30 days from the date of declaration as per the relevant provisions of the Act to those Members, whose names shall appear on the Register of Members as on close of business hours as on the Record Date.

Pursuant to the provisions of the Finance Act, 2020, dividend income is taxable in the hands of the Members with effect from April 1,2020. Accordingly, the Company shall deduct tax at source (TDS) from the dividend payable to Members at the applicable rates in accordance with the provisions of the Income-tax Act, 1961.

4. TRANSFER TO RESERVES

Pursuant to the provisions of the Companies Act, 2013, the Board has not proposed to transfer any amount to the General Reserve and has decided to retain the entire profits of the Financial Year 2025-26 to support the Company's business growth and future requirements.

5. CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company.

6. SHARE CAPITAL

The Authorised Share Capital of your company as on March 31, 2026 stood at INR 1,14,00,00,000 divided into 2,00,000,000 Equity Shares of INR 5/- each and 1,40,00,000 Compulsory Convertible Non-Cumulative Preference Shares of INR 10/- each.

During the financial year 2025-26, the Company made the following share allotments:

• 37,300 Equity Shares of face value INR 5/- each allotted on 11^th August, 2025 pursuant to exercise of options under the Employee Stock Option Scheme.

• 88,340 Equity Shares of face value INR 5/- each allotted on 10^th March, 2026 pursuant to exercise of options under the Employee Stock Option Scheme.

The issued, subscribed and paid-up share capital of the Company as on March 31, 2026 is INR 81,90,33,360 divided into 16,38,06,672 Equity Shares of INR 5/- each.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT

Pursuant to the provisions of Section 186 of the Companies Act, 2013, the particulars of loans, guarantees and investments made by the Company are disclosed in the Notes to the Financial Statements. The loans, guarantees and investments were made in compliance with the provisions of the Act.

8. PUBLIC DEPOSITS/JEWELLERY PURCHASE SCHEME

The Company operates various jewellery purchase schemes for its customers. These schemes encourage disciplined savings towards jewellery purchases, strengthen long-term customer engagement, and provide a steady source of wealth creation for the customers.

During the financial year under review, the Company continued to operate its customer jewellery purchase schemes under "Swarna Yojana," "Swarna Labh," and "Swarna Vriddhi." Further, during FY 2025-26, the Company introduced a new scheme, "Swarna Saubhagya," which received an overwhelming response from customers, with over 1,00,000 (One Lakh) customers enrolled and driving an average upsell of 10% at the time of redemption, reinforcing the schemes role as a steady and growing source of customer led cash inflows.

All these schemes are formal scheme of deposits approved by the Registrar of Companies, West Bengal, Ministry of Corporate Affairs, Government of India.

The details as required under the provisions of Chapter V of the Companies Act, 2013, are provided below:

a) Accepted during the year: INR 4175.08 Million.

b) Remained unpaid or unclaimed as at the end of the year: INR 3452.34 Million.

c) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, the number of such cases and the total amount involved:

I. At the beginning of the year: NIL

II. Maximum during the year : NIL

III. At the end of the year : NIL

During the year under review, the Company did not accept any deposits in contravention of the provisions of Chapter V of the Companies Act, 2013 read with rules related thereto.

9. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES

Pursuant to Section 134 of the Companies Act, 2013 read with Rule 8(1) of the Companies (Accounts) Rules, 2014, the report on the performance and financial position of the Company's subsidiaries forms part of the Consolidated Financial Statements. During the Financial Year 2025-26, the Company did not have any material subsidiary.

The Company has formulated a Policy for Determining Material Subsidiaries, which is available on the Company's website at: https://sencogold.com/storage/files/Policy_ for_Determining_Material_Subsidiaries.pdf.

As on March 31, 2026, your Company had the following subsidiary companies:

i) Senco Gold Artisanship Private Limited

Senco Gold Artisanship Private Limited (SGAPL) is a wholly owned subsidiary of the Company which was incorporated on October 14 ,2020 and is engaged in the business of manufacturing, sale and trading of gold jewellery, diamond studded jewellery and jewellery made of silver, platinum and precious and semi-precious stones, gold coins and other metals. The separate audited financial statements of

SGAPL, are available on the Company's website at: https:// sencogold.com/storage/files/Senco_Gold_Artisanship_ Private_Limited_202526.pdf.

During the year under review, the total revenue from the operations of SGAPL increased by 48% YoY from INR 532.64 million to INR 792.02 million. The Net profit after tax increased to INR 47.42 million, as compared to a Net loss of INR 3.01 million in FY 25. Revenue growth coupled with improved operational efficiencies enabled SGAPL to achieve a turnaround and become profitable during the year.

ii) Senco Global Jewellery Trading LLC, UAE

Senco Global Jewellery Trading LLC (SGJTL) was incorporated on February 14, 2023 in Dubai (UAE) as a wholly owned subsidiary of the Company and as a part of the Company's global expansion plan. SGJTL is engaged in the business of B2B trading and retail of gold, diamonds, stones and jewellery. The said Company is also operating two retail stores in Dubai, UAE. The separate audited financial statements of SGJTL are available on the Company's website at: https://sencogold.com/ storage/files/Senco_Global_Jewellery_Trading_ LLC_202526.pdf

During the year, the total revenue from operations of SGJTL increased by 47% YoY from INR 2,002.46 million to INR 2,953.32 million. The Company reported a Net Profit after tax of INR 6.67 million during the year, as against a net loss of INR 47.91 million in the previous year. The subsidiary became profitable during the year.

iii) Sennes Fashion Limited

Sennes Fashion Limited (SFL) is a wholly owned subsidiary of the Company, which was incorporated on September 7, 2024. SFL is engaged in the business of trading, import of Lifestyle products, lab-grown diamond jewellery, leather accessories and perfumes, etc. The company launched 6 new showrooms during the year, taking the portfolio to 12 Exclusive Brand Outlets. The separate audited financial statements of SFL are available on the Company's website at: https://sencogold.com/storage/ filesZSennes_Fashion_Limited_202526.pdf

During the year, the total revenue from the operations of SFL increased multiple times from INR 1.14 million to INR 849.43 million. The significant increase in the operational income reflects that the company has scaled

up business activities during the year. The company incurred a loss of INR 83.37 million during the year, as compared to INR 6.94 million in the previous year.

There was no material change in the nature of business of any of the above-mentioned subsidiaries during the financial year. Further, no company ceased to be a subsidiary of the Company during the financial year.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Accounts) Rules, 2014, the statement containing the salient features of the financial statement of a Company's subsidiary is enclosed as Annexure-I in the Form AOC-1, forming part of this report.

The Company does not have any Joint Venture or an Associate Company as of March 31, 2026.

10. QUALIFIED INSTITUTIONS PLACEMENT (QIP)

During the preceding financial year 2024-25, the company had raised funds through Qualified Institutional Placement amounting to Rs. 459 crores. The Company had allotted 40,80,000 equity shares to eligible qualified institutional buyers at an issue price of Rs. 1,125.00 per share of face value Rs. 10/- each (including a premium of Rs.1,115.00). The proceeds of the QIP have been fully utilised during the FY 2025-26, for the purposes stated in the Placement Document, and there has been no deviation or variation in the utilisation of such proceeds.

11. MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34(2)(e) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), a detailed review of the Company's performance, business outlook, financial and operational developments, and the state of its affairs is provided in the Management Discussion and Analysis Report, which forms an integral part of this annual report.

12. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORTING

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations the Business Responsibility and Sustainability Report for the financial year under review, describing the Company's initiatives from environmental, social and governance perspectives, forms an integral part of this annual report.

13. MATERIAL CHANGES AND COMMITMENT AFFECTING THE FINANCIAL POSITION OF THE COMPANY

The following material changes took place in the Financial Year 2025-26:

• Your Company has entered into a Strategic & Marketing tie-up with August Jewellery Private Limited ("AJPL") having an omnichannel brand "Melorra" As a result of this, all the existing Company owned & Company operated (COCO) stores of AJPL are being operated by your Company as Franchisee of AJPL, while the Franchisee owned & Franchisee operated (FOFO) and Franchisee owned Company operated (FOCO) stores of AJPL have become your Company's sub franchisee.

• The Board of Directors of your Company in their meeting dated January 21, 2026, has given their inprinciple approval to invest in the equity share capital of AJPL, thereby acquiring 68% of the paid-up share capital of AJPL. As of the date of this report, the acquisition is still underway, as the transaction related process is yet to be completed.

• In March 2026, CARE Ratings upgraded the Company's long-term bank facilities and fixed deposit programme to CARE A (Stable), while reaffirming the short-term rating at CARE A1. This was followed in June 2026 by an upgrade from ICRA Limited, which raised the Company's longterm and fixed deposit rating to [ICRA]A (Stable) (from [ICRA]A Stable) and the short-term facilities rating to [ICRA]A1 (from [ICRA]A2 ), validating the consistent improvement in our business and financial performance and reflecting the significant step-change in our earnings quality and balance sheet strength.

Other than as disclosed above and in the financial statements, there have been no material changes or commitments, affecting the financial position of the Company which occurred between the end of the Financial Year of the Company to which the Financial Statements relate and the date of this Report.

14. RISK MANAGEMENT FRAMEWORK

Your Company has constituted a Risk Management Committee as per the statutory requirement. The Risk Management Committee undertakes risk assessment and minimisation procedures and recommends the same to the Board of Directors.

The Board periodically reviews the Company's Risk Management Framework taking into consideration the recommendations of the Risk Management Committee and the Audit Committee.

Your Company has an elaborate Risk Management Framework, which is designed to enable risks to be identified, assessed and mitigated appropriately. Your Company monitors, manages and reports on the principal risks and uncertainties that can impact its ability to achieve its strategic objectives. Your Company's SOP's, organisational structure, management systems, code of conduct, policies and values together govern how your Company conducts its business and manages associated risks.

The Risk Management framework enables the management to understand the risk environment and assess the specific risks and potential exposure to your Company, determine how to deal best with these risks to manage overall potential exposure, monitor and seek assurance of the effectiveness of the management of these risks and intervene for improvement where necessary and report throughout the organisation structure and upto the Risk Management Committee periodically basis about how risks are being monitored, managed, assured and improvements are made.

Your Company has formulated a Risk Management Policy and placed on the company website at: https://sencogold.com/ storage/files/Risk_Management_Policy.pdf

15. CORPORATE SOCIAL RESPONSIBILITY

The Board of Directors of the Company has adopted a Corporate Social Responsibility ("CSR") Policy on the recommendation of the CSR Committee. CSR activities are undertaken in accordance with the said Policy. A boardlevel CSR Committee, constituted in accordance with statutory requirements, oversees the CSR framework and recommends the annual action plan. The CSR Policy is available on the company's website and can be accessed at: https://sencogold. com/storage/files/CSR_Policy.pdf

Your Company discharges its CSR obligations through a registered Implementing Agency namely P.C. Sen Charitable Trust by supporting projects in the areas of Health, Education, Women Empowerment, Social, Environment Sustainability, Ecological Balance and

other activities as prescribed under Schedule VII of the Companies Act, 2013.

A brief outline of the CSR philosophy, salient features of the CSR Policy of the Company, the CSR initiatives undertaken during the financial year 2025-26 together with progress thereon and the report on CSR activities in the prescribed format, as required under Section 134(3) (o) read with Section 135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, are set out in Annexure - II to this Report.

16. CORPORATE GOVERNANCE

The Company is committed to maintaining the highest standards of Corporate Governance and conducts its affairs with integrity, transparency and accountability.

The Company has complied with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations as amended from time to time. A separate report on Corporate Governance, together with the certificate issued by the Practising Company Secretary confirming compliance with the applicable requirements, forms an integral part of this Annual Report.

17. EMPLOYEE STOCK OPTION SCHEME

Your Company grants share-based benefits to eligible employees with a view to attracting and retaining talent, to encourage employees to align individual performance with the Company objectives and to promote their increased participation in the growth of the Company through the Senco Gold Limited Employees Stock Option Scheme 2018 (ESOP Scheme 2018).

The applicable disclosures as stipulated under Regulation 14 of SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 with regard to Employees Stock Option Plan of the Company are available on the website of the Company and weblink for the same is https://sencogold.com/storage/files/ESOP_Annual_ Disclosure_FY_202526.pdf

A certificate from the Secretarial Auditors of the Company, confirming that the aforesaid scheme has been implemented in accordance with the SEBI SBEB Regulations, will be open for inspection at the ensuing 32^nd Annual General Meeting.

During the year under review, the Nomination, Remuneration and Compensation Committee of the Board had allotted 1,25,640 equity shares (37,300 equity shares of INR 5/- each were allotted on 11^th August, 2025

and 88,340 equity shares of INR 5/- each were allotted on 10^th March, 2026) to the eligible employees of your Company under Senco Gold Limited Employees Stock Option Scheme 2018 (ESOP Scheme 2018).

18. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The details of remuneration paid to Directors and Key Managerial Personnel of the Company and other information as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed herewith as "Annexure - III" and form a part of this Report.

The statement containing particulars of employees pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, does not form part of this Annual Report in accordance with the provisions of Section 136 of the Companies Act, 2013. The said information is available for inspection at the registered office of the Company and any member interested in inspecting the same may write to the Company Secretary in advance on corporate@sencogold.co.in.

19. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mrs. Ranjana Sen (DIN: 01226337), Whole-time Director & Chairperson, is liable to retire by rotation at the ensuing AGM and being eligible, offer herself for re-appointment. The brief resume and other disclosures relating to the Director who is proposed to be re-appointed, as required to be disclosed pursuant to Regulation 36 of the SEBI Listing Regulations and Clause 1.2.5 of the Secretarial Standard 2 are given in the annexure to the Notice of the 32^nd Annual General Meeting.

During the year under review Mrs. Ranjana Sen (DIN: 01226337), Whole-time Director & Chairperson and Mrs. Joita Sen (DIN: 08828875), Whole-time Director were reappointed for a further period of 5 (five) years.

The details of Board and Committees composition, tenure of directors, areas of expertise, terms of reference and other details are available in the Corporate Governance Report that forms a part of this Annual Report.

Declaration of Independence

The Company has received the necessary declaration from each Independent Director of the Company stating that:

• they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the Listing Regulations; and • As required vide Rule 6(1) & (2) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 they have registered their names in the Independent Directors' Databank maintained by the Indian Institute of Corporate Affairs. Based on the declarations received from the Directors, the Board confirms, that the Independent Directors fulfil the conditions as specified under Schedule V of the SEBI Listing Regulations and are independent of the management.

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI Listing Regulations, Mr. A.K. Labh, Practising Company Secretary, has certified that none of the Directors on the Board of your Company has been debarred or disqualified from being appointed or continuing as Directors of any companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs or any such statutory authority and the certificate forms part of this Annual Report.

Key Managerial Personnel

Pursuant to the Section 203 of the Companies Act, 2013, the Key Managerial Personnel of the Company as on March 31, 2026, were Mr. Suvankar Sen, Managing Director & CEO (DIN: 01178803), Mr. Sanjay Banka, Chief Financial Officer and Mr. Mukund Chandak (Membership No. A20051), Company Secretary and Compliance Officer.

Further during the financial year there were no changes in the composition of the Key Managerial Personnel of the Company.

Number of meetings of the Board of Directors

During the financial year 2025-26, the Board of Directors held 10 (Ten) meetings, the details of which are provided in the Corporate Governance Report. The maximum gap between any two meetings was less than 120 days, as stipulated under SEBI Listing Regulations. The details of Board Meetings held and

22. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with rules made thereunder, Regulation 17(10) of the SEBI Listing Regulations and the Guidance note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the Company has framed a policy for evaluating the annual performance of its Directors, Chairperson, the Board as a whole, and the various Board Committees. The Nomination Remuneration and Compensation Committee of your Company has laid down parameters for performance evaluation in the policy.

The performance evaluation of the Board, Committees of the Board and the individual members of the Board (including the Chairperson) for Financial Year 2025-26, was carried out in accordance with the Performance Evaluation Policy of the Company and as per the criteria laid down by the Nomination Remuneration and Compensation Committee. The Board members were satisfied with the evaluation process.

23. BOARD INDUCTION, TRAINING AND FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Any new director who joins the Company is provided with deep insights on various matters including values, mission and vision of the Company, group & organisation structure, Board procedures, industry in which the Company operates, business & operations, strategies, competition analysis, products and new launches, market presence, revenues, budgets, regulatory updates, sustainability, internal controls, material risks along with their mitigation plans.

Further your Company conducts Familiarisation Programme for the Directors periodically to enable them to familiarise themselves with the Company, its management and its operations to gain a clear understanding of their roles, rights and responsibilities for the purpose of contributing significantly towards the growth of the Company. They interact with senior management and receive all necessary documents to thoroughly understand the Company, its business model, operations, and the industry it's in.

Details of the familiarisation programme attended by the Independent Directors during the financial year 2025-26 is available on Company's website and can be accessed at: https://sencogold.com/storage/ files/Familiarization_Programme_for_Independent_ Directors_FY_202526.pdf

24. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal control is an essential part of the Corporate Governance and management of the Company. The Company has defined the operating principles for internal control. The Audit Committee monitors the effectiveness and efficiency of the internal control systems and the correctness of the financial reporting. The aim of internal control is to ensure reliability of financial reporting, effectiveness and efficiency of operations as well as compliance with laws and regulations. Control of financial reporting assures that financial statements are prepared in a reliable manner. The aim is also to ensure that all financial reports published, and other financial information disclosed by the Company provide a fair view on the Company's financial situation. Control of operations is aimed at ensuring effectiveness and efficiency of operations and achievement of the Company's strategic and financial objectives. Control of compliance ensures that the Company follows applicable laws and regulations.

During the year under review, the internal audit of your Company was carried out by M/s L.B. Jha & Co., internal auditors. Further your Company also has an in-house Audit team who regularly visits various stores of the Company to conduct surprise Branch Audit.The objective is to assess the existence, adequacy and operation of financial and operating controls set up by the Company and to ensure compliance with the Companies Act, 2013 and corporate policies.

A summary of all significant findings by the audit department along with the follow-up actions undertaken thereafter is placed before the Audit Committee for review. The Audit Committee reviews the comprehensiveness and effectiveness of the report and provides valuable suggestions and keeps the Board of Directors informed about its major observations, from time to time.

Details in respect of adequacy of internal financial controls with reference to the financial statement are given in the Management's Discussion and Analysis, which forms part of the Annual Report.

25. RELATED PARTY TRANSACTIONS

& CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the year under review, all contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of business and on an arm's length basis. There were no Material Related Party Transaction by the Company during the year. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable.

All Related Party Transactions are placed before the Audit Committee for approval or ratification as the case may be. Prior omnibus approval of the Audit Committee is obtained for the transactions which are planned/ repetitive in nature and omnibus approvals are taken as per the policy laid down. Related Party Transactions entered pursuant to omnibus approval so granted are placed before the Board and Audit Committee for its review on a quarterly basis, specifying the nature, value and terms and conditions of the transactions.

Related Party disclosures as per IND AS 24 have been provided in Notes to accounts annexed to the financial statements.

The Policy on Materiality of and Dealing with Related Party Transactions as approved by the Board is uploaded on the Company's website and can be accessed at: https://sencogold.com/storage/files/Policy_on_ Materiality_of_Related_Party_Transactions_3.pdf

26. AUDITORS AND THEIR REPORT

Statutory A uditor

M/s. Walker Chandiok & Co LLP, Chartered Accountants, Kolkata (FRN 001076N/N500013) were re-appointed as the Statutory Auditors of your Company at the 30^th Annual General Meeting held on September 13, 2024 to hold office for the second term of 5 (five) consecutive years i.e., from the conclusion of 30^th Annual General

Meeting till the conclusion of the 35^th Annual General Meeting of your Company to be held in the year 2029.

The Statutory Auditors of your Company have issued Audit Reports for the FY 2025-2026 on the Standalone and Consolidated Annual Financial Statements of your Company with unmodified opinion. There were no qualification, reservation or adverse remark or disclaimer made by the Statutory Auditors in their reports.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Regulation 24A of the Listing Regulations, your Company had appointed M/s. LABH & LABH Associates, Company Secretaries, (Firm Registration Number: P2025WB105500) as its Secretarial Auditors of your Company, to hold office for a term of 5 (five) consecutive years i.e., from the conclusion of 31^st Annual General Meeting till the conclusion of the 36^th Annual General Meeting of your Company to be held in the year 2030.

The Secretarial Audit Report of your Company does not contain any qualification, reservation, adverse remark or disclaimer. The report of the Secretarial Auditor for the FY 2025-26 is annexed to this report as Annexure-IV.

Internal Auditor

M/s. L.B. Jha & Co. (FRN: 301088E), Chartered Accountants, were appointed as Internal Auditor of the Company for FY 2025-26. The report submitted by the Internal Auditors have been reviewed by the Audit Committee from time to time. Further, the Board of Directors at their meeting held on 26^th May, 2026, on the recommendation of the Audit Committee, has re-appointed M/s. L.B. Jha & Co, (FRN: 301088E) Chartered Accountants as the Internal Auditors of the Company for the FY 2026-27.

Cost Audit

Your Company is not required to maintain cost records as specified under Section 148 of the Companies Act, 2013 and is not required to appoint Cost Auditors.

27. SECRETARIAL STANDARDS

Your Company is in regular compliance of the applicable provisions of Secretarial Standards issued by the Institute of Company Secretaries of India.

28. DISCLOSURES IN RELATION TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)

ACT, 2013 (POSH ACT)

Your Company believes in providing a safe and free workplace for every individual working in the Company. The Company has complied with the applicable provisions of the POSH Act and the rules framed thereunder, including the constitution of the Internal Complaints Committee. The Company has framed "Prevention of Sexual Harassment at Workplace Policy" which is available on the Company website and can be accessed at: https://sencogold.com/ storage/files/POSH_Policy_1.pdf

The details relating to the POSH complaints received during the year is enumerated below:

29. THE MATERNITY BENEFIT ACT, 1961

During the year under review, your Company is compliant with the applicable provisions of the Maternity Benefits Act, 1961, ensuring that eligible female employees are granted the statutory entitlements.

30. IMPLEMENTATION OF NEW LABOUR CODE

The Ministry of Labour and Employment, Government of India, has consolidated multiple existing labour legislations into a unified framework comprising of four Labour Codes - The Code on Wages, 2019, The Industrial Relations Code, 2020, The Code on Social Security, 2020 and The Occupational Safety, Health and Working Conditions Code, 2020, effective November 21, 2025. Subsequently, the final rules have been published by the Central and some of the State Governments on implementation of the new labour codes. Your Company has assessed and duly recorded the incremental financial impact in the financial statements under review.

31. IMPLEMENTATION OF DIGITAL PERSONAL DATA PROTECTION ACT, 2023

The Company has adopted a structured and phased approach towards strengthening its data privacy and protection framework in alignment with the Digital Personal Data Protection Act, 2023. As a first step, the Company has initiated a comprehensive DPDP Gap Assessment across its Head Office, retail operations and

vendors to evaluate the existing data processing practices, governance mechanisms and compliance requirements. Concurrently, the Company has undertaken an internal review and proactively addressed identified gaps that could be remediated immediately. Based on the outcome of the Gap Assessment, the Company will implement a structured compliance roadmap encompassing policy enhancements, process improvements, technical and organisational safeguards, employee awareness programmes and governance measures to establish a robust and sustainable DPDP-compliant framework across the organisation within the timelines provided as per law. Further, the Company is also conducting the annual Cyber Security Audit to evaluate the effectiveness of our current security controls and enhance our longterm operational resilience against cyber threats.

32. VIGIL MECHANISM

Your Company believes in conduct of the affairs of its business in a fair and transparent manner by adopting the highest standards of honesty, integrity, professionalism and ethical behaviour. Your Company has established a robust Vigil Mechanism pursuant to Whistle-Blower Policy ("Policy") in accordance with the provisions of the Companies Act, 2013 and the SEBI Listing Regulations with a view to provide a platform and mechanism for Employees, Directors and other stakeholders of the Company to report actual or suspected unethical behaviour, fraud or violation of the Company's Code of Conduct, ethics, principles and matters specified in the

policy without any fear of retaliation and also provide for direct access to the Chairman of the Audit Committee as the case may be, in exceptional cases.

The Company affirms that in compliance with the Whistle-Blower Policy/Vigil Mechanism no personnel had been denied access to the Audit Committee.

The policy is available on the Company's website and can be accessed at https://sencogold.com/storage/ files/Vigil_Mechanism_Policy_2.pdf

33. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pursuant to the provisions of Section 134 of the Companies Act, 2013 and the rules framed thereunder, relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, forms part of this Report and is given at Annexure - V.

34. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED SHARES

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013 and Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividends which remain unpaid or unclaimed for a period of 7 (seven) consecutive years from the date of transfer to the Unpaid Dividend Account shall be transferred by the Company to the Investor Education and Protection Fund ("IEPF"). In terms of the foregoing provisions of the Act, there was no dividend which remained outstanding or remained to be paid and required to be transferred to the IEPF by your Company during the year ended March 31, 2026.

The Investor Education and Protection Fund Authority (IEPFA) relaunched its 100-day investor awareness campaign, "Saksham Niveshak," with the objective of enhancing investor awareness and assisting shareholders in claiming their unpaid/unclaimed dividends. In support of this initiative, the Company undertook various investor outreach measures, encouraging shareholders to update their KYC details and claim their unpaid/ unclaimed dividend(s).

35. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act,2013 (including any statutory modification(s) or reenactment(s) for the time being in force) other than those which are reportable to the Central Government.

36. PREVENTION OF MONEY LAUNDERING ACT

The Company has taken proper steps to comply with the guidelines of the Prevention of Money Laundering Act (PMLA) as applicable to dealers in precious metals and precious stones. The Company has registered itself as a Reposting Entity with the Financial Intelligence Unit (FIU) and has appointed the Designated Director and the Principal Officer in terms of the guidelines. The PMLA laws require such entities indulging in cash transactions with a single customer repeatedly or through a series of transactions in a month to report the same to the FIU when such transactions exceed Rs 10 lakh and also to report any suspicious transactions. The Company has adopted procedures to check such transactions. Proper KYC documents are being taken from the customers and wherever applicable, reporting with the FIU is being done.

37. OTHER DISCLOSURES

During the year under review, your Company has:

a) Neither filed any application against any Company and no application has been filed against the Company under the Insolvency and Bankruptcy Code, 2016.

b) Not made any application for One Time Settlement (OTS) with any Banks or Financial Institution and no disclosure pertaining to any details regarding the difference in valuation between a one-time settlement and valuation for obtaining loans from banks or financial institutions.

c) Not issued shares with Differential Voting Rights and Sweat Equity Shares.

d) Not paid any remuneration or commission to Managing Director or the Whole-time Directors of the Company from any of the subsidiary companies of the Company.

e) No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

f) Has not entered into any transactions with any person or entity belonging to the promoter/promoter group which hold(s) 10% or more shareholding in your Company.

g) Met all debt obligations and did not default in servicing any debts.

h) No agreements binding under clause 5A of paragraph A of Part A of Schedule III of the SEBI Listing Regulations.

38. DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and 134(5) of the

Companies Act, 2013 the Board of Directors of the

Company confirms to the best of their knowledge and

ability, that:

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

b) Your Directors had 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 your Company at the end of the financial year i.e.,

March 31, 2026 and of the profit of your Company for that period;

c) Your Directors have taken proper and sufficient care 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;

d) Your Directors had prepared the annual accounts on a going concern basis;

e) Your Directors had laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and operating effectively; and your Directors had devised proper systems to ensure compliance with the provisions of all the applicable laws and that such systems are adequate and operating effectively.

39. APPRECIATION AND ACKNOWLEDGEMENT

The Board would like to acknowledge and place on record its sincere appreciation to all stakeholders, customers, shareholders, franchisee partners, bankers, dealers, vendors, karigars, government and other business partners for the unstinted support received from them during the year under review. The Board further wishes to record its sincere appreciation for the significant contributions made by employees at all levels for their commitment, dedication and contribution towards the operations of the Company. The Board also expresses its appreciation to the working capital consortium bankers who have continued to show their faith and trust in the Company.