OPERATIONAL PERFORMANCE AND STATE OF AFFAIRS
Standalone Performance:

For the financial year 2025-26, the Company recorded
revenue from operations of '3,189.50 Crores as compared
to '2,843.01 Crores in the previous financial year,
registering a growth of 12.18%. The growth was driven
by improved realisations, a favourable product mix, and
sustained demand across both domestic and export
markets, supported by enhanced operational efficiencies.

The Company witnessed a notable improvement in its
operating performance during the year. EBITDA margins
expanded on account of better capacity utilisation,
operating leverage, and continued focus on cost
optimisation initiatives, particularly in power, fuel, and other
overhead expenses. The benefits of ongoing modernisation
and process improvements also contributed to enhanced
efficiency levels across manufacturing operations.

The Profit After Tax (PAT) for the year stood at '85.70
Crores as against '27.47 Crores in FY 2024-25, reflecting
a significant improvement in profitability. The increase in
earnings was primarily driven by margin expansion, improved
cost absorption, and disciplined financial management.

From a segment perspective, the Company continued to
witness stable performance across its yarn and fabric
businesses, with improved contribution from value-added
and export-oriented segments. The Company's integrated
business model enabled it to effectively manage input cost
volatility while maintaining competitive positioning in key
markets.

During the year, the Company continued its strategic
investments in capacity expansion and modernisation.
While these initiatives have resulted in relatively higher
finance costs and depreciation in the short term, they
are expected to strengthen the Company's competitive
positioning, improve operational efficiency, and support
sustainable growth over the medium to long term.

Consolidated Performance:

On a consolidated basis, the Company reported revenue
from operations of '3,234.53 Crores for FY 2025-26
as compared to '2,856.95 Crores in the previous year,
registering a growth of 13.22%. The growth was supported
by improved demand conditions, better realisations, and
increased contribution from key business segments,
including exports.

The Company recorded a strong improvement in operating
performance at the consolidated level. EBITDA margins
expanded during the year, driven by operating leverage,
improved capacity utilisation, and continued focus on
cost optimisation across key expense heads. The benefits
of scale, integration, and operational synergies across
business units contributed positively to overall margin
enhancement.

The consolidated Profit After Tax (PAT) stood at '82.60
Crores as compared to '31.80 Crores in FY 2024-25,
reflecting a substantial increase. The improvement in
profitability was primarily driven by higher revenues,
improved margin profile, and better absorption of fixed
costs.

From a business perspective, the Company benefited from
its integrated operations and diversified product portfolio,
which enabled it to effectively navigate input cost volatility
and maintain competitiveness across domestic and
international markets. The contribution from subsidiaries
also supported overall consolidated performance.

EXPANSION PROGRAMME

During the year under review, the Company has undertaken
strategic capital expenditure and expansion initiatives
aimed at strengthening its operational capabilities,
enhancing sustainability, and supporting long-term growth.

Recycled Polyester Staple Fiber (RPSF) Project - Bhilwara

The Company has undertaken the acquisition of a Recycled
Polyester Staple Fiber (RPSF) manufacturing unit located
at Village Lambia Kalan, Bhilwara (Rajasthan). This
strategic initiative is aligned with the Company's focus on
sustainable and eco-friendly manufacturing practices by
reducing dependence on virgin polyester and promoting
circular economy principles.

The total consideration for the acquisition is '54.51 Crores
(plus applicable GST). The transaction has been funded
through a term loan of '27.65 Crores from UCO Bank (out
of the sanctioned limit of '34.00 Crores), with the balance
amount of '26.86 Crores funded through internal accruals.

Solar Power Project - Jaisalmer & Bhilwara

The Company has proposed a renewable energy project
involving the installation of a 38.16 MWp solar power
capacity across its manufacturing units at Bhilwara and at
a Solar Park in Jaisalmer (Rajasthan), primarily for captive
consumption.

This initiative is aimed at reducing carbon emissions,
optimizing energy costs, and enhancing long-term
sustainability. By integrating renewable energy into its
operations, the Company continues to strengthen its
commitment towards environmental responsibility.

The total project cost is '167.18 Crores, which is being
financed through a term loan of '125.00 Crores from Export
Import Bank of India, with the balance '42.18 Crores being
met through internal accruals.

The tentative date of commencement of commercial
operations (DCCO) is 1^st July, 2026.

PV Yarn Expansion & Modernisation - Bhilwara &
Chittorgarh

The Company has initiated an expansion-cum-
modernisation programme for its PV Yarn manufacturing
facilities located at Bhilwara and Chittorgarh (Rajasthan).
The project includes installation of advanced machinery,
technological upgradation, and infrastructure
enhancements.

This initiative is expected to increase production capacity,
improve product quality, and strengthen the Company's
competitive position in both domestic and international
markets.

The total project cost is '207.00 Crores, which is being
funded through a term loan of '155.00 Crores from Export
Import Bank of India, with the balance '52.00 Crores
financed through internal accruals.

The tentative date of commencement of commercial
operations (DCCO) is 1^st April, 2028.

TRANSFER TO RESERVE

The Board of Directors has not proposed to transfer any
amount to the General Reserve during the financial year
under review.

DIVIDEND

The Board of Directors is pleased to recommend a
dividend of '2/- per equity share of '10/- each @ 20% for
the financial year 2025-26. This dividend is subject to the
approval of the shareholders at the ensuing Annual General
Meeting.

SHARE CAPITAL

During the financial year under review, there was no
change in the authorised share capital of the Company.
The authorised share capital remains unchanged at
'82,50,00,000 (Rupees Eighty-Two Crores Fifty Lakhs
Only), comprising 6,40,00,000 equity shares of '10 each
and 1,85,00,000 non-cumulative redeemable preference
shares of '10 each.

EMPLOYEES BENEFITS SCHEME(S)

The Company has adopted the Sangam (India) Limited
Employees Stock Option Scheme - 2022 ("ESOP Scheme,
2022"), as amended, with a total pool of 22,50,000 options,
in compliance with the provisions of the SEBI (Share Based
Employee Benefits and Sweat Equity Shares) Regulations,
2021.

The scheme is administered through the Sangam (India)
Limited Employees Welfare Trust under the supervision of
the Nomination and Remuneration Committee and/or the
Board of Directors. The Trust acquires equity shares of
the Company from the secondary market for the purpose
of implementation of the scheme in accordance with the
applicable regulatory framework.

The relevant disclosures pertaining to the ESOP Scheme,
2022, as required under Regulation 14 of the SEBI (Share
Based Employee Benefits and Sweat Equity Shares)
Regulations, 2021, are available on the Company's
website at: https://sangamgroup.com/financials/

Handbook/ESOP Disclosure FY 25-26.pdf.

A certificate from the Secretarial Auditors confirming that
the scheme has been implemented in accordance with
the aforesaid SEBI Regulations shall be placed before the
shareholders at the ensuing 40^th Annual General Meeting.

WHOLLY OWNED SUBSIDIARY COMPANY

Sangam Venture Limited, a wholly owned subsidiary of
the Company, has been incorporated with the objective
of establishing a state-of-the-art manufacturing facility
for seamless garments. The proposed product portfolio
of Sangam Venture Limited includes garments made
from advanced fibre blends such as polyamide, spandex,
polypropylene, and natural fibres. This initiative aligns with
the Company's strategic focus on product diversification
and entry into high-growth segments within the textile
value chain.

In accordance with the provisions of the first proviso to
Section 129(3) of the Companies Act, 2013 read with Rule
5 of the Companies (Accounts) Rules, 2014, a statement
containing the salient features of the financial statements
of the subsidiary, in the prescribed Form AOC-1, is annexed
to this Report as Annexure I.

The Company has formulated a Policy for determining
Material Subsidiaries in line with Regulation 16(1 )(c) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. The said policy is available on the
Company's website at:

https://sangamgroup.com/financials/Policies/Material
Subsidiaries Policy.pdf.

JOINT VENTURE/ASSOCIATE COMPANY

The Company has entered into a Share Purchase
Agreement to acquire a 49% equity stake in Clean
Max Kenai Private Limited, a company engaged in the
generation and transmission of renewable energy.
This strategic investment is aimed at augmenting the
Company's captive renewable energy capacity of up to 20

MW for its Rajasthan-based plants through a Wind-Solar
Hybrid captive project, thereby improving long-term cost
efficiency and sustainability.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the
Company for the financial year ended 31^st March, 2026
have been prepared in accordance with the applicable
Indian Accounting Standards (Ind AS) notified under the
Companies (Accounts) Rules, 2014 read with Section 133
of the Companies Act, 2013.

The consolidated financial statements have been prepared
on the basis of the audited financial statements of the
wholly owned subsidiary, Sangam Venture Limited and in
accordance with the applicable principles of consolidation.
The said financial statements have been duly approved by
the Board of Directors.

UNCLAIMED DIVIDEND AND SHARES

Pursuant to the provisions of Sections 124 and 125 of the
Companies Act, 2013, read with the Investor Education and
Protection Fund Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016 ("IEPF Rules"), the Company is required
to transfer dividends that remain unclaimed for a period of
seven years from the date of transfer to the Unpaid Dividend
Account to the Investor Education and Protection Fund
(IEPF). Further, in accordance with the IEPF Rules, equity
shares in respect of which dividends have remained unpaid
or unclaimed for seven consecutive years are also liable to
be transferred to the IEPF.

During the financial year under review, the Company
transferred unclaimed dividend amounting to '1,50,183
and 5,016 equity shares to the IEPF in compliance with the
applicable provisions.

Shareholders whose dividend amounts or shares have
been transferred to the IEPF may claim the same, along
with all associated benefits, by submitting an application
in the prescribed Form IEPF-5 and following the procedure
specified under the Act and the Rules made thereunder.

The details of unclaimed dividends and shares transferred
to the IEPF are available on the Company's website at:
https://sangamgroup.com/financials/UnclaimedDivision/
IEPF 2 2025.pdf.

PUBLIC DEPOSITS

During the financial year under review, the Company has
not accepted any deposits within the meaning of Section
73 to 76 of the Companies Act, 2013 and the Companies
(Acceptance of Deposit) Rules, 2014. There are no
outstanding deposits as on 31^st March, 2026.

PARTICULARS OF LOANS GIVEN, INVESTMENTS
MADE, GUARANTEES GIVEN, AND SECURITIES
PROVIDED

Particulars of loans given, investments made, guarantees
provided, and securities furnished by the Company in
accordance with Section 186 of the Companies Act, 2013
are included in the notes to the Standalone Financial
Statements of the Company. These transactions have been
conducted in compliance with the regulatory requirements.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS
WITH RELATED PARTIES

All related party transactions entered into during the
financial year were conducted in the ordinary course of
business and on an arm's length basis, in compliance
with the provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

There were no material related party transactions entered
into by the Company with Promoters, Directors, Key
Managerial Personnel (KMP), or their relatives which could
have a potential conflict with the interests of the Company.

The particulars of contracts and arrangements with related
parties, as required under Section 188(1) of the Companies
Act, 2013, are disclosed in Annexure II to this Board's Report
in the prescribed Form AOC-2.

The Company has obtained omnibus approval from the
Audit Committee on an annual basis for related party
transactions of a repetitive nature. In addition, all related
party transactions are placed before the Audit Committee
and the Board on a quarterly basis for review, along with
details of their nature, value, and terms and conditions.

The Policy on Related Party Transactions, as approved
by the Board of Directors, is available on the Company's
website at:https://sangamgroup.com/financials/Policies/
RPT Policy.pdf.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
(KMP)

The Board of Directors of the Company comprises eight
(8) Directors, including four (4) Independent Directors, one
of whom is a woman Independent Director, in compliance
with the provisions of the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

In accordance with the provisions of Section 152(6) of
the Companies Act, 2013, Mr. Ram Pal Soni, Whole-Time
Director, is liable to retire by rotation at the ensuing Annual
General Meeting and, being eligible, has offered himself for
re-appointment. The Board of Directors on receipt of his
consent, have recommended his re-appointment for the
approval of the shareholders.

During the year under review, the following change took
place in the composition of the Board:

• Mr. Sudhir Maheshwari was re-appointed as a
Non-Executive Independent Director of the Company
for a second term of five (5) consecutive years. His
re-appointment was approved by the Board of Directors
at its meeting held on 29^th May, 2025, and is effective
from 1^st August, 2025.

The Key Managerial Personnel ("KMP") of the Company, in
terms of Section 203 of the Companies Act, 2013, as on
31 ^st March, 2026, are as follows:

• Mr. R.P. Soni - Chairman

• Dr. S.N. Modani - Vice Chairman

• Mr. Anurag Soni - Managing Director

• Mr. V.K. Sodani - Executive Director

• Mr. S.R. Dakhera - Chief Financial Officer

• Mr. Arjun Agal - Company Secretary

All Independent Directors have submitted declarations
confirming that they meet the criteria of independence as
prescribed under Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. They have
also confirmed compliance with the Code for Independent
Directors as prescribed in Schedule IV of the Companies
Act, 2013.

The terms and conditions of appointment of Independent
Directors are available on the Company's website athttps://
sangamgroup.com/financials/Policies/Conditions.pdf.

NOMINATION AND REMUNERATION POLICY
OF THE COMPANY RELATING TO DIRECTORS’
APPOINTMENT, REMUNERATION, AND DISCHARGE
OF THEIR DUTIES

The Company has in place a Nomination and Remuneration
Policy, formulated in accordance with the provisions of the
Companies Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. The Policy
lays down the criteria for appointment, qualifications,
attributes, independence, and remuneration of Directors,
Key Managerial Personnel, and Senior Management
personnel.

The Nomination and Remuneration Committee oversees
the implementation of the Policy and ensures that the
composition of the Board and senior management is aligned
with the Company's strategic objectives and governance
standards.

The Policy also provides a framework for performance
evaluation of the Board, its Committees, and individual
Directors. The detailed process and outcome of such
evaluation are provided in the section on "Annual Board
Evaluation" of this Report.

The Nomination and Remuneration Policy is available on
the Company's website at:https://sangamgroup.com/
financials/Policies/Remuneration Policy.pdf.

ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the
applicable Rules framed thereunder, and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Board of Directors has carried out an annual
evaluation of its own performance, as well as that of its
Committees and individual Directors.

The evaluation framework has been designed in
accordance with the Nomination and Remuneration Policy
of the Company and covers various aspects, including
composition of the Board, effectiveness of Board processes,
quality of deliberations, strategic guidance, oversight of
management, and governance practices.

The evaluation of the Board, its Committees, and individual
Directors was carried out through a structured mechanism,
which included criteria such as participation in meetings,
contribution to strategic decision-making, domain expertise,
and independence of judgment.

A separate meeting of the Independent Directors was held
during the year, wherein they evaluated the performance
of the Non-Independent Directors, the Chairperson, and
the Board as a whole. The Independent Directors also
assessed the quality, quantity, and timeliness of the flow of
information between the Management and the Board, which
is critical for effective discharge of duties.

The Board noted the outcome of the evaluation process and
expressed satisfaction with the overall effectiveness of its
functioning, its Committees, and individual Directors.

BOARD MEETINGS

During the financial year 2025-26, the Board of Directors
met five (5) times on 29^th May, 2025, 1^st August, 2025,
7^th August, 2025, 10^th November, 2025 and 21^st January,
2026. The gap between two consecutive meetings was
within the limits prescribed under the Companies Act, 2013,
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 ("Listing Regulations"), and Secretarial
Standard-1 issued by the Institute of Company Secretaries
of India (ICSI).

Details relating to the attendance of Directors, composition
of the Board and its Committees, and other governance
disclosures are provided in the Corporate Governance
Report, which forms an integral part of this Annual Report.

BOARD DIVERSITY AND COMPETENCY MAPPING

The Company recognises that an appropriately diverse
Board is critical to enhancing governance effectiveness
and ensuring balanced and informed decision-making.
The Board comprises members with a judicious mix of
experience across the textile industry, finance, strategy,
operations, risk management, sustainability, and corporate
governance, along with adequate gender diversity.

Considering the nature of the Company's business,
significant emphasis has been placed on domain expertise
in the textile value chain, including spinning, weaving,
processing, and global trade dynamics. This enables the
Board to effectively oversee strategic initiatives, operational
performance, and evolving market conditions.

In accordance with the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Board has
identified key skills, expertise, and competencies required
for its effective functioning. The detailed matrix mapping
these core competencies to individual Directors is disclosed
in the Corporate Governance Report, forming part of this
Annual Report.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions
of Section 118 of the Companies Act, 2013, and the
Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI), as amended from time to time.

The Company has in place adequate systems and
processes to ensure compliance with the applicable
Secretarial Standards, and such systems have been
reviewed by the Board and are operating effectively.

AUDIT COMMITTEE

The Audit Committee of the Company is duly constituted
in accordance with the provisions of Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015.

All members of the Committee are financially literate, and
the Committee is chaired by Mr. Dinesh Chander Patwari,
an Independent Director possessing relevant financial and
accounting expertise. The Committee assists the Board in
discharging its oversight responsibilities with respect to
the integrity of financial reporting, adequacy of internal

financial controls, effectiveness of the audit process,
and compliance with applicable statutory and regulatory
requirements.

The terms of reference of the Audit Committee are aligned
with the regulatory requirements and include, inter alia,
oversight of the financial reporting process, review of
quarterly and annual financial statements, monitoring
auditor independence and performance, and evaluation of
internal audit systems and risk management framework.

Further details relating to the composition of the Committee,
meetings held during the year, and attendance of members
are provided in the Corporate Governance Report, which
forms an integral part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS

In terms of Section 134(3)(l) of the Companies Act, 2013, no
material changes and commitments affecting the financial
position of the Company have occurred between the end
of the financial year of the Company to which the financial
statements relate and the date of this Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

In compliance with Regulation 25(7) of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has in place a structured Familiarisation
Programme for Independent Directors.

These programmes are designed to provide insights into
the Company's business operations, industry dynamics
(including the textile value chain), strategic priorities, risk
management framework, and governance practices. The
programmes also aim to enhance Directors' understanding
of their roles, rights, and responsibilities.

The details of such Familiarisation Programmes, including
the number of programmes conducted and hours spent, are
available on the Company's website:

https://sangamgroup.com/financials/Policies/FP%20

Policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to inclusive and sustainable
growth and continues to integrate social and environmental
considerations into its business strategy.

In accordance with Section 135 of the Companies Act, 2013
read with the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Board has constituted a Corporate
Social Responsibility (CSR) Committee to oversee the
implementation and monitoring of the CSR Policy and
initiatives of the Company.

The CSR Committee functions under the overall supervision
of the Board and provides periodic updates on CSR
activities, including project implementation, fund utilisation,
and impact assessment, wherever applicable. The CSR
Policy lays down the guiding principles and framework for
undertaking CSR programmes in line with the statutory
requirements.

The composition of the CSR Committee, its terms of
reference, and details of meetings are disclosed in the
Corporate Governance Report, forming part of this Annual
Report. The CSR Policy is also available on the Company's
website athttps://sangamgroup.com/financials/Policies/
CSR Policy.pdf.

CSR ACTIVITIES AND EXPENDITURE

During the financial year under review, the Company
undertook various Corporate Social Responsibility (CSR)
initiatives in the areas of healthcare, education, community
development, and environmental sustainability, in alignment
with its CSR Policy.

The Company has incurred a total expenditure of
'119.27 Lakhs towards CSR activities for the financial year
2025-26, in compliance with the provisions of Section
135 of the Companies Act, 2013 read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014.

The Annual Report on CSR activities, containing the details
as prescribed under the aforesaid provisions, is annexed to
this Report as Annexure III.

RISK MANAGEMENT POLICY

The Company has in place a comprehensive Risk
Management Policy in accordance with the applicable
provisions of the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
The policy provides a structured framework for identification,
assessment, monitoring, and mitigation of risks that may
impact the achievement of the Company's objectives.

The Board has constituted a Risk Management Committee
in line with the regulatory requirements, which assists
the Board in overseeing the implementation of the risk
management framework. The Committee periodically
reviews key enterprise risks, evaluates mitigation strategies,
and monitors their effectiveness to ensure business
resilience and continuity.

The risk management framework covers strategic,
operational, financial, regulatory, and sustainability-
related risks, and is integrated with the Company's overall
governance processes.

INTERNAL FINANCIAL CONTROLS AND THEIR
ADEQUACY

The Company has established and maintains adequate
Internal Financial Controls ("IFC") with reference to financial
statements, commensurate with the size and nature of
its operations. Such controls are designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in
accordance with applicable accounting standards and
statutory requirements.

The Company has adopted policies and procedures for
ensuring orderly and efficient conduct of its business,
including adherence to the Company's policies, safeguarding
of its assets, prevention and detection of frauds and errors,
accuracy and completeness of accounting records, and
timely preparation of reliable financial information.

The internal audit function is carried out by an independent
firm and operates under the supervision of the Audit
Committee. Internal audit findings and reports are reviewed
periodically, and appropriate corrective actions are taken to
strengthen the control environment.

The Joint Statutory Auditors, M/s. R. Kabra & Co. LLP and
M/s. O.P. Dad & Co., have expressed their opinion in their
audit report that the Company has, in all material respects,
adequate internal financial controls with reference to
financial statements and that such controls were operating
effectively as at 31^st March, 2026.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistle
Blower Policy in accordance with the provisions of Section
177(9) of the Companies Act, 2013 and Regulation 22 of
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The mechanism provides a formal framework for directors
and employees to report genuine concerns regarding
unethical behaviour, actual or suspected fraud, or violations
of the Company's Code of Conduct, in a confidential manner.
Adequate safeguards are in place to protect whistle blowers
against any form of victimisation or retaliation and to ensure
direct access to the Chairperson of the Audit Committee in
appropriate cases.

The policy is hosted on the Company's website at:
https://sangamgroup.com/financials/Policies/Whistle
Blower Policy.pdf.

During the financial year under review, no complaints were
received under the Vigil Mechanism. The Audit Committee
periodically reviews the functioning and effectiveness of
the mechanism.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining high standards
of Corporate Governance, anchored in transparency,
accountability, integrity, and ethical conduct across all
aspects of its operations. The governance framework
of the Company is aligned with applicable statutory
requirements and best practices, and is in compliance
with the provisions of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015 ("SEBI Listing
Regulations").

The Board of Directors provides strategic direction and
oversight through its Committees, including the Audit
Committee, Nomination and Remuneration Committee,
Stakeholders' Relationship Committee, Corporate
Social Responsibility Committee, and Risk Management
Committee, thereby ensuring effective governance and
protection of stakeholder interests.

A detailed Corporate Governance Report, along with a
certificate from a Practicing Company Secretary confirming
compliance with the conditions of Corporate Governance
as stipulated under the SEBI Listing Regulations, forms an
integral part of this Annual Report.

CODE OF CONDUCT

The Company has adopted a comprehensive Code of
Conduct applicable to the members of the Board of
Directors and Senior Management Personnel, in accordance
with Regulation 17(5) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

The Code lays down the principles and standards governing
ethical conduct, including compliance with applicable laws
and regulations, integrity in financial reporting, avoidance of
conflicts of interest, fair dealing, safeguarding of Company
assets, and maintaining confidentiality of information.

All members of the Board and Senior Management
Personnel have affirmed compliance with the Code of
Conduct for the financial year ended 31^st March, 2026. A
declaration to this effect, signed by the Managing Director,
forms part of this Annual Report.

AUDITORS AND AUDITORS’ REPORTA. STATUTORY AUDITORS

In accordance with the provisions of Sections 139
and 142 of the Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, and
pursuant to the recommendations of the Audit
Committee and approval of the Members at the 36^th
Annual General Meeting held on 29^th September, 2022:

• M/s. R. Kabra & Co. LLP, Chartered Accountants
(Firm Registration No. 104502W/W100721), were
appointed as Statutory Auditors of the Company
for a term of five consecutive years; and

• M/s. O.P. Dad & Co., Chartered Accountants (Firm
Registration No. 002330C), were re-appointed
as Statutory Auditors for their second term of
five consecutive years, to hold office until the
conclusion of the 41^st Annual General Meeting of
the Company to be held in the year 2027.

The Reports issued by the Joint Statutory Auditors on
the Standalone and Consolidated Financial Statements
of the Company for the financial year ended 31^st March,
2026, do not contain any qualification, reservation,
adverse remark, or disclaimer.

The Notes to the Accounts referred to in the Auditors'
Reports are self-explanatory and, therefore, do not call
for any further explanation in terms of Section 134(3)(f)
of the Companies Act, 2013.

B. COST AUDITOR

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, the Company is
required to maintain cost records and conduct a cost
audit in respect of applicable products as prescribed
by the Central Government.

Based on the recommendation of the Audit Committee,
the Board of Directors had appointed M/s. K.G. Goyal &
Company, Cost Accountants, Jaipur (Firm Registration
No. 000017), as the Cost Auditors of the Company for
the financial year 2025-26.

Further, on the recommendation of the Audit
Committee, the Board of Directors at its meeting held
on 22^nd April, 2026 has approved the appointment of
M/s. K.G. Goyal & Company, Cost Accountants, Jaipur
(Firm Registration No. 000017), as the Cost Auditors
for the financial year 2026-27. A resolution seeking
ratification of the remuneration payable to the Cost
Auditors for the financial year 2026-27 forms part of
the Notice of the ensuing Annual General Meeting.

The Company has maintained cost records as
specified by the Central Government under Section
148(1) of the Companies Act, 2013 and the Rules
made thereunder. The Cost Auditors shall submit their
report to the Board within the prescribed timelines.

C. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the
Companies Act, 2013 read with the Companies

(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Board of Directors, on
the recommendation of the Audit Committee, had
approved the appointment of M/s. B K Sharma and
Associates, Company Secretaries (Membership No.
6206), as the Secretarial Auditors of the Company for a
period of five consecutive financial years commencing
from the financial year 2025-26 up to the financial
year 2029-30, which was subsequently approved by
the Members at the 39^th Annual General Meeting.

The Secretarial Audit Report for the financial year
ended 31 ^st March, 2026, issued by the Secretarial
Auditor, is annexed to this Report as Annexure IV.
The said Report does not contain any qualification,
reservation, adverse remark, or disclaimer.

The observations, if any, made in the Secretarial Audit
Report are self-explanatory and do not call for any
further explanation in terms of Section 134(3)(f) of the
Companies Act, 2013.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Company has obtained the
Annual Secretarial Compliance Report from M/s. B K
Sharma and Associates, Company Secretaries, for the
financial year 2025-26.

The said Report confirms compliance with all
applicable SEBI Regulations and circulars/guidelines
issued thereunder and has been duly submitted to the
Stock Exchanges within the prescribed timelines. The
Report is also available on the Company's website
at: https://sangamgroup.com/financials/Handbook/
Secretarial%20compliance%20report%202026.pdf

REPORTING OF FRAUDS BY AUDITORS

In accordance with the provisions of Section 143(12) of the
Companies Act, 2013, the Board hereby confirms that no
instances of fraud were reported by the Statutory Auditors,
Internal Auditors, Cost Auditor, or Secretarial Auditors to
the Audit Committee or the Board of Directors during the
financial year under review.

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

The Company is committed to providing a safe, respectful,
and inclusive work environment for all its employees, with a
special emphasis on the well-being of women. In compliance
with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal)

Act, 2013, the Company has in place a comprehensive
Prevention of Sexual Harassment (POSH) Policy, which is
gender-neutral in nature.

An Internal Complaints Committee (ICC) has been duly
constituted in accordance with the statutory requirements
to address complaints relating to sexual harassment at
the workplace. The Committee functions independently
and is entrusted with the responsibility of ensuring timely
redressal of complaints, while adhering to the principles of
natural justice.

During the financial year ended 31^st March, 2026, no
complaints pertaining to sexual harassment were received
by the Company.

PARTICULARS OF REMUNERATION OF DIRECTORS/
KMP/EMPLOYEES

Pursuant to the provisions of Section 197(12) of the
Companies Act, 2013, read with Rule 5(1) and Rule 5(2)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement containing
the prescribed particulars of remuneration of Directors, Key
Managerial Personnel, and employees is annexed to this
Report as Annexure V.

PARTICULARS OF CONSERVATION OF ENERGY,
TECHNOLOGY ABSORPTION AND FOREIGN
EXCHANGE EARNINGS AND OUTGO

Pursuant to the provisions of Section 134(3)(m) of the
Companies Act, 2013, read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, the particulars relating to
conservation of energy, technology absorption, and foreign
exchange earnings and outgo are provided in Annexure VI,
forming part of this Board's Report.

The Company continues to undertake initiatives aimed at
conserving energy, adopting efficient technologies, and
optimizing the use of resources. It remains committed
to minimizing its environmental impact through the
implementation of energy-efficient measures, effective
waste management practices, and sustainable operational
processes.

PREVENTION OF INSIDER TRADING

The Board has adopted a Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons, in
accordance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015 ("SEBI PIT Regulations") and concerned
persons, while in possession of UPSI and during the Closure
of trading windows.

The Code is designed to:

• Preserve confidentiality of unpublished price sensitive
information (UPSI),

• Prevent misuse of such information,

• Regulate trading in the Company's securities by
designated persons and their immediate relatives and
concerned persons, while in possession of UPSI and
during the Closure of trading windows.

The Code of Conduct is published on the Company's
website at:https://sangamgroup.com/financials/Policies/
Code Conduct regulate report Designated Persons.pdf.

Code of Practices and Procedures for Fair Disclosure of
UPSI, including a policy for determination of ‘legitimate
purposes', has also been adopted by the Board of Directors
and is available at: https://sangamgroup.com/financials/
Policies/Code UPSI Disclosure.pdf.

GENERAL DISCLOSURES

Your Directors confirm that during the financial year ended
31^st March, 2026, there were no transactions or events
requiring disclosure under the following heads:

a) Issue of equity shares with differential rights as to
dividend, voting or otherwise;

b) Significant and material orders passed by regulators,
courts or tribunals impacting the going concern
status of the Company or its future operations; and

c) Applications made or proceedings pending under the
Insolvency and Bankruptcy Code, 2016 and the status
thereof as at the end of the financial year.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with
Section 134(5) of the Companies Act, 2013, the Directors
hereby confirm that:

1. In the preparation of the annual financial statements
for the financial year ended 31 ^st March, 2026, the
applicable accounting standards have been followed
and no material departures have been made, except
as disclosed, if any;

2. Appropriate accounting policies have been selected
and applied consistently, and judgments and
estimates have been made that are reasonable and
prudent so as to give a true and fair view of the state
of affairs of the Company as at 31 ^st March, 2026, and
of the profit of the Company for the year ended on that
date;

3. Proper and sufficient care has been taken 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;

4. The annual financial statements have been prepared
on a going concern basis;

5. The Directors have laid down internal financial
controls to be followed by the Company and such
internal financial controls are adequate and were
operating effectively; and

6. The Directors have devised proper systems to ensure
compliance with the provisions of all applicable
laws and such systems are adequate and operating
effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for
the financial year ended 31 ^st March, 2026, prepared
in accordance with the provisions of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, forms an integral part of this Annual Report. The
Report provides a detailed overview of the Company's
business operations, industry structure, performance,
opportunities, risks, outlook, and strategic initiatives.

LISTING OF SHARES

The equity shares of the Company are listed on the following
Stock Exchanges:

• BSE Limited (BSE)

• National Stock Exchange of India Limited (NSE)

The listing fees for the financial year 2026-27 have been
duly paid to these Exchanges within the prescribed time.

DIVIDEND DISTRIBUTION POLICY

In compliance with Regulation 43A of the Securities
and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the Company
has formulated a Dividend Distribution Policy aimed at
ensuring transparency, sustainability, and fairness in
dividend declarations.

The detailed Dividend Distribution Policy is available on
the Company's website and can be accessed at:https://
sangamgroup.com/financials/Policies/distrubution.pdf.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT (BRSR)

In accordance with Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has prepared the Business
Responsibility and Sustainability Report (BRSR) for the
financial year 2025-26.

The BRSR outlines the Company's performance across key
environmental, social, and governance (ESG) parameters
and reflects its commitment to conducting business in a
responsible and sustainable manner. The report forms an
integral part of this Annual Report.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies
Act, 2013, read with the Companies (Management and
Administration) Rules, 2014, the Annual Return of the
Company for the financial year 2025-26, prepared in the
prescribed format, is available for inspection. The same
can be accessed on the Company's website at https://
sangamgroup.com/financials/Handbook/Form MGT-7
SIL 2026.pdf.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere
appreciation for the continued support, assistance, and
cooperation received from the Company's customers,
vendors, financial institutions, banks, government
authorities, and all other stakeholders during the year
under review.

The Directors also express their gratitude to the
employees of the Company at all levels for their dedication,
commitment, and contribution, which have played a vital
role in the Company's sustained growth and performance.

For and on behalf of the Board of DirectorsR.P Soni

Place: Bhilwara Chairman

Date: 22^nd April, 2026 (DIN: 00401439)