Your Directors are pleased to present the Thirty Ninth Annual Report on the business and operations of the Company together
with Audited Financial Statements for the financial year ended 31st March, 2026 ("year under review").

FINANCIAL RESULTS

The consolidated and standalone financial results of the Company for the financial year ended 31st March, 2026 are as
follows:

PERFORMANCE REVIEW

On Consolidated basis, during the year under review, the Company achieved a turnover of Rs. 1,35,802.02 Lakhs. The Net
Profit after taxes and share of loss of associates was reported at Rs. 1344.51 Lakhs as against the Net Profit after taxes and
share of profit of associates of Rs. 1562.66 Lakhs in the previous year.

On Standalone basis, during the year under review, the Company achieved a turnover of Rs. 1,13,054.23 Lakhs. The Net
Profit after taxes was reported at Rs. 3,371.20 Lakhs as compared to Rs. 2,115.23 Lakhs in the previous year.

SHARE CAPITAL

During the year under review, the following changes had taken place in the Paid-up Equity Share Capital of the Company:

On 14^th June, 2024, the Company allotted 12,01,000 (Twelve Lakh One Thousand only) Fully Convertible Warrants
("Warrants") to M/s. Urbanac Projects Private Limited, a Promoter Group Company, on a preferential basis, in accordance with
the applicable provisions of the Companies Act, 2013 and SEBI (Issue of Capital and Disclosure Requirements) Regulations,
2018. Each Warrant carried a right to subscribe to one Equity Share of the Company.

Subsequently, 7,75,000 Warrants were converted into Equity Shares on 19th March, 2025 and the remaining 4,26,000
Warrants were converted into Equity Shares on 2nd September, 2025, resulting in full conversion of all Warrants. Accordingly,
no Warrants remained outstanding as on 31st March, 2026.

PROCEEDS FROM PUBLIC ISSUES, RIGHTS ISSUES, PREFERENTIAL ISSUES ETC.

During the financial year under review, the Company continued to utilize the proceeds raised through the preferential issue of
12,01,000 Fully Convertible Warrants allotted on 14th June, 2024, aggregating to Rs. 51,64,30,000/-, towards the objects
stated in the Placement Document.

During FY 2025-26, the balance 4,26,000 Warrants were converted into Equity Shares on 2nd September, 2025.

There has been no deviation in the utilization of funds from the stated objects for which they were raised.

DIVIDEND

In view of the need to conserve resources for future growth and considering the prevailing economic conditions, the Board of
Directors of the Company has deemed it prudent not to recommend any dividend on the Equity Shares of the Company for the
financial year ended 31st March, 2026.

The decision has been taken after evaluating the Company's financial performance for the year under review, its long-term
business strategy, and the need to retain internal accruals to fund ongoing and upcoming business opportunities.

The Board believes this approach is in the best long-term interest of the Company and its stakeholders.

Further, pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
requirement to adopt a Dividend Distribution Policy is not applicable to the Company for the financial year 2025-26, as it
does not fall within the prescribed threshold.

The shareholders are being informed of this decision through this Board's Report and the same will also be communicated in
the Notice convening the ensuing Annual General Meeting.

DETAILS AND PERFORMANCE OF SUBSIDIARY COMPANIESDomestic SubsidiariesBhartiya Global Marketing Limited

It is a Global Marketing Company engaged in the export of textile and leather garments. The net loss was reported at Rs. 2.47
lakhs during the financial year 2025-26.

J&J Leather Enterprises Limited

This Company is a tannery to support our leather garments and accessories business through conversion of wet blue leather
into finished leather. The total revenues of the Company stood Rs. 2798.47 lakhs and the net profit as Rs. 29.23 lakhs during
the financial year 2025-26.

Bhartiya International SEZ Limited

The Company is incorporated to develop sector specific Special Economic Zone (SEZ) of Leather & Leather Products. It is a joint
venture between Bhartiya International Limited and Andhra Pradesh Industrial Infrastructure Corporation. The total revenues of
the Company reported Rs. 87.88 lakhs and the net profit as Rs. 4.95 lakhs during the financial year 2025-26.

Bhartiya Fashion Retail Limited

The Company incurred a profit of Rs. 0.60 lakhs for the financial year 2025-26.

Bhartiya Urban Infrastructure Limited

The Company incurred a profit of Rs. 0.02 lakhs for the financial year 2025-26.

Overseas Subsidiaries
Ultima S.A., Switzerland

The Company is engaged in the marketing and sale of outerwear, including leather garments, accessories, and textile products
across Europe. During the financial year 2025-26, the Company reported total revenues of CHF 11938312.24 and incurred
a net loss of CHF 906532.81. The Company has been experiencing continued losses over the past financial years, indicating
ongoing challenges in achieving profitability.

World Fashion Trade Limited, Mauritius

The Company registered income of HK$ 780,000 and net profit of HK$ 636,765 for the period ended 31st March, 2026.

Ultima Italia SRL, Italy

This company markets all fashion products including fur and leather garments in Italian market. The total revenues of the
Company reported as Euro 44,63,234 and the net profit as Euro 32,064 during the financial year 2025-26.

Design Industry Limited, Hong Kong

This company is engaged in sourcing of outerwear (including leather, PU Garments, fashion accessories) and textile product from
China and India for marketing and selling in Europe. The total revenues of the Company reported as HK$ 108,763,707and
the net profit as HK$ 2,768,868 during the reported period.

Design Industry China Limited, China

Design Industry China Limited is a wholly owned subsidiary of Ultima S.A. This company is engaged in marketing and selling
of outerwear (including leather, PU Garments, fashion accessories) from China for marketing and selling in China. The total
revenue of the Company reported as RMB Yuan 9,909,917.41 and the net profit as RMB Yuan 1,159,003.69 during the
financial year.

New Subsidiary /Associate Company Incorporated / Dissolved during the year

During the year under review, Ultima Fashions UK Ltd. was incorporated in the United Kingdom on 16th January, 2026 as a
wholly owned subsidiary of Ultima S.A.. Consequently, the Company indirectly holds 100% shareholding in the said wholly
owned step-down subsidiary.

Ultima Fashions UK Limited

Ultima Fashions UK Limited is a wholly owned subsidiary of Ultima SA. This company is engaged in providing customer
relationship management (CRM), customer service support, order coordination, after-sales support, and managing
communications with customers, buyers, agents, and retailers. The total revenue of the Company reported as GBP 52,355.76
and the net profit as GBP 2,751.28 during the financial year.

FINANCIAL STATEMENTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31st March, 2026 have been
prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act,
2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgements relating to the Financial Statements are
made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably
present the Company's state of affairs, profits and cash hows for the year ended 31st March, 2026.

Consolidated Financial Statements

The Consolidated Financial Statements of the Company are prepared in accordance with the relevant Indian Accounting
Standards issued by the Institute of Chartered Accountants of India and forms an integral part of the Annual Report.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a
statement containing salient features of the financial statements of Subsidiaries/Associate Companies/Joint Ventures is given
in Form AOC-1 and forms an integral part Annual Report for the Financial Year 2025-26.

DIRECTORSRetirement by rotation and subsequent re-appointment

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company,
Mr. Snehdeep Aggarwal (DIN: 00928080), Non-Executive Director, retires by rotation at the ensuing Annual General Meeting
("AGM") and, being eligible, has offered himself for re-appointment.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re¬
appointment to the Members at the ensuing AGM.

Continuation of Directorship of Independent Director Beyond the Age of 75 Years

Pursuant to Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, approval of
the Members by way of a Special Resolution is being sought at the ensuing AGM for the continuation of the directorship of Mr.
Deepak Bhojwani (DIN: 07351577), Non-Executive Independent Director, after attaining the age of 75 years.

Re-appointment of Independent Directors for the Second Term

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended
the re-appointment of Mr. Deepak Bhojwani (DIN: 07351577), Mr. Navkiran Singh Ghei (DIN: 09649188) and Mr. Vivek
Kapur (DIN: 09678378) as Independent Directors of the Company for a second consecutive term of five years. Approval of
the Members by way of Special Resolutions are being sought at the ensuing Annual General Meeting.

KEY MANAGERIAL PERSONNELThe following are the Key Managerial Personnel of the Company during the year under review.

DIRECTORS' RESPONSIBILITY STATEMENT

To the best of knowledge and belief and according to the information and explanations obtained, your Directors make the

following statement in terms of Section 134(3)(c) of the Companies Act, 2013:

a) that in the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable accounting
standards had been followed along with proper explanation relating to material departures;

b) that the 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 the company as at 31st March,
2026 and of the profit of the company for the year ended on that date;

c) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities;

d) that the annual accounts have been prepared on a going concern basis; and

e) that the directors had laid down internal financial controls to be followed by the company and that such internal financial
controls are adequate and were operating effectively; and

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

NUMBER OF MEETINGS OF THE BOARD

During the financial year 2025-26, four Board Meetings of the Company were held. The details of the Meetings of the Board
held during the financial year 2025-26 forms part of the Corporate Governance Report.

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial
Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and
the basis for payment of remuneration to Executive and Non-Executive Directors. This policy also lays down the criteria for
selection and appointment of Board members. The policy also provides the criteria for determining qualifications, positive
attributes and Independence of Directors and criteria for appointment of Key Managerial Personnel/Senior Management and
performance evaluation which are considered by the Nomination and Remuneration Committee and the Board of Directors
while making selection of the candidates.

BOARD EVALUATION

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

The evaluation was undertaken in accordance with the criteria and framework approved by the Nomination and Remuneration
Committee, which, inter alia, covered the composition and effectiveness of the Board, discharge of key responsibilities, quality
of strategic guidance, governance practices, Board processes, adequacy and timeliness of information, functioning of the
Committees, and overall effectiveness of the Board.

The performance of the Committees was evaluated based on the scope of responsibilities, effectiveness of deliberations, quality
of recommendations and discharge of functions in accordance with their respective terms of reference. The performance of
individual Directors was assessed on various parameters, including attendance, participation in discussions, contribution to
decision-making, guidance provided to the management, adherence to governance standards and overall contribution to the
affairs of the Company.

In terms of Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations, separate meetings of the
Independent Directors were held on 15th October, 2025 and 12th March, 2026, without the attendance of Non-Independent
Directors and members of the management. During these meetings, the Independent Directors reviewed the performance of the
Non-Independent Directors and the Board as a whole, assessed the performance of the Chairman after considering the views
of the Executive and Non-Executive Directors, and evaluated the quality, quantity and timeliness of the how of information
between the management and the Board.

The Nomination and Remuneration Committee reviewed the outcome of the evaluation process, and the Board took note of the
same. The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director
being evaluated.

The Board of Directors expressed its satisfaction with the evaluation process and concluded that the Board, its Committees and
individual Directors continued to function effectively and efficiently in discharging their respective duties and responsibilities.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has in place a structured Familiarisation Programme to provide its Independent Directors with an understanding
of the nature of the industry, the Company's business operations, and their roles, rights, and responsibilities. This programme
is conducted at the time of appointment and on an ongoing basis, to keep them updated on relevant developments.

The details of the Familiarisation Programme are disclosed in the Corporate Governance Report and are also available on
the Company's website at https://bhartiyafashion.com/download/FAMILIARISATION-PROGRAMME-FQR-INDEPENDENT-
DIRECTORS-2Q25-2Q26.pdf

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report, as required under Regulation 34{2){e) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended, forms an integral part of this Board's Report. The report provides
a detailed overview of the Company's operations, industry outlook, opportunities and threats, risks and concerns, internal
control systems, and financial and operational performance during the year under review and is presented in a separate
section ofthe Annual Report.

STATUTORY AUDIT

At the Annual General Meeting (AGM) held on 29th September, 2022, the members of the Company appointed M/s.
Sushil Poddar & Co., now known as A S Poddar & Associates (effective from 25/11/2025), Chartered Accountants (Firm
Registration No. 014969N) as the Statutory Auditors of the Company for a term of five consecutive years, to hold office from
the conclusion of the 35th AGM until the conclusion of the 40th (Fortieth) AGM.

Pursuant to the notification issued by the Ministry of Corporate Affairs vide Notification No. S.O. 1833(E) dated 7th May,
2018, the requirement for seeking ratification of the appointment of auditors at every AGM has been omitted. Accordingly,
no resolution for ratification of their appointment is being placed before the members at the 39th Annual General Meeting.

The Audit Report for the financial year ended 31st March, 2026, issued by M/s. A S Poddar & Associates, forms part of the
Annual Report. The report is unmodified and does not contain any qualification, reservation, adverse remark, or disclaimer.

Further, during the year under review, the Statutory Auditors have not reported any matter under Section 143(12) of the
Companies Act, 2013, and therefore, no disclosure is required under Section 134(3)(ca) of the said Act.

SECRETARIAL AUDIT

In compliance with Regulation 24A of the Listing Regulations and Section 204 of the Act read with Rules made thereunder, the
Members, at the 38th AGM held on September 29, 2025, approved the appointment of RSM & Co., Company Secretaries,
a peer reviewed firm (Firm Registration No. P1997DE017000), as the Secretarial Auditors of the Company for a term of five
consecutive years to conduct the Secretarial Audit for the financial year 2025-26 to 2029-30. They have confirmed that they
are not disqualified to continue as Secretarial Auditor under the applicable provisions of the Listing Regulations.

The Secretarial Auditor has carried out the Secretarial Audit for the financial year 2025-26. The said Report does not contain
any qualification, reservation, adverse remark or disclaimer.

Further, in terms of Regulation 24A(2) of the Listing Regulations, the Company has submitted its Annual Secretarial Compliance
Report for the year ended 31st March, 2026 to the stock exchanges within the prescribed timelines. The said report is also
available on the Company's website at www.bhartiya.com.

COMMITTEES

The Board of Directors has the following mandatory Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

The details of the composition of Committees, terms of reference and numbers of Meetings held during the financial year 2025¬
26 are provided in the Corporate Governance Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As part of its commitment to social responsibility, the Company continues to undertake initiatives focused on education and
rural development, in line with the activities specified under Schedule VII of the Companies Act, 2013 and the Company's
Corporate Social Responsibility ("CSR") Policy.

During the financial year under review, the Company implemented CSR initiatives in accordance with its approved Annual
Action Plan. There were no ongoing projects during the year, and accordingly, all CSR activities undertaken by the Company
were in the nature of other than ongoing projects in accordance with the provisions of the Companies (Corporate Social
Responsibility Policy) Rules, 2014.

The Report on CSR activities, containing the details of expenditure on ongoing and other projects, CSR Committee composition,
and a brief outline of the CSR Policy, is annexed to this Report as Annexure 'B' and forms an integral part of the Board's
Report. The Company's CSR Policy is available on its website at www.bhartiya.com.

CORPORATE GOVERNANCE

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate section on Corporate Governance forms an integral part of this Annual Report. The report
outlines the corporate governance practices followed by the Company and affirms its commitment to maintain the highest
standards of transparency, accountability, and integrity in all its operations.

A certificate from the Company's Secretarial Auditors confirming compliance with the conditions of Corporate Governance as
prescribed under the said Regulations is also annexed to the Corporate Governance Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING (BRSR)

Pursuant to Regulation 34{2){f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with
the applicable SEBI circulars, the requirement to submit a Business Responsibility and Sustainability Report (BRSR) is not
applicable to the Company for the financial year ended 31st March, 2026, based on the financial thresholds and listing
criteria prescribed under the said regulations.

ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual
Return of the Company is available on the Company's website at the following web link: https://bhartiyafashion.com/invester-
relations.html.

RELATED PARTY TRANSACTIONS

During the year under review, all related party transactions entered were in the ordinary course of business and on an
arm's length basis. Repetitive transactions were approved by the Audit Committee through omnibus approvals, while specific
approvals were obtained for other related party transactions, wherever required. At the time of seeking approval, the requisite
details of proposed related party transactions were placed before the Audit Committee in accordance with the Industry
Standards on "Minimum Information to be Provided to the Audit Committee and Shareholders for Approval of Related Party
Transactions" and the relevant SEBI circulars issued in this regard. The Audit Committee reviewed all related party transactions
on a quarterly basis. During the year under review, the Company did not enter into any material significant related party
transaction that had any potential conflict with the interests of the Company at large. The Policy on 'Related Party Transactions',
is uploaded on the website of the Company and can be accessed at https://bhartiyafashion.com/download/POLICY-QN-
RELATED-PARTY-TRANSACTIONS.pdf. 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to Financial Statements.

RISK MANAGEMENT

The Company has adequate risk management processes to identify and notify the board of directors about the risks or
opportunities that could have an adverse impact on the Company's operations or that could be exploited to maximize
the gains. The processes and procedures are in place to act in a time bound manner to manage the risks or opportunities
The Company's approach to addressing business risks is comprehensive and includes periodic review of such risks and a
framework for mitigating controls and reporting mechanism of such risks. Bhartiya International's exposure to foreign currency
risk is restricted to its imports and exports. These risks are minimized through well-thought-out financial operations, astute
treasury management and effective use of hedge options.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances. The Whistle Blower Policy has been posted
on the website of the Company (www.bhartiya.com).

The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires
conduct of operations in manner as to comply with environmental regulations and preservation of natural resources.

As required by the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013, the Company
has formulated and implemented a policy on prevention of sexual harassment at the workplace with a mechanism of lodging
complaints. Besides, redressal is placed on the HR Portal (intranet) for the benefit of employees. Further, the Company has
complied with provisions relating to the constitution of Internal Complaint Committee and awareness programs under the Sexual
HarassmentofWomen atWorkplace (Prevention, Prohibition and Redressal) Act, 2013 (14 of 2013).

There was one instance reported for sexual harassment at workplace during the year under review.

Details of the number of complaints received, disposed of and pending for the year under review are as follows:

(a) Number of complaints of sexual harassment received: 1

(b) Number of complaints disposed of during the year: 1

(c) Number of cases pending for more than ninety days: Nil

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has a proper and adequate system of internal controls to ensure that all assets are safeguarded and protected
against loss from unauthorised use or disposition and that the transactions are authorised, recorded and reported correctly.
Such internal controls are supplemented by an extensive programme of internal audits, review by management and documented
policies, guidelines and procedures. These are designed to ensure that financial and other records are reliable for preparing
financial information and other reports and for maintaining regular accountability of the Company's assets. The internal
auditors present their report to the Audit Committee of the Board.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems
and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an
integral part of the control mechanism.

CREDIT RATING

During the financial year under review, the Rating Committee of India Ratings and Research (Ind-Ra) reaffirmed the Company's
long-term issuer rating at 'IND BBB' with a Stable Outlookvide its rating rationale dated 20th February, 2026.

Further, Ind-Ra reaffirmed the Company's bank loan facilities rating at 'IND BBB/Stable/IND A2' for fund-based and non-fund-
based facilities aggregating to INR 6,470.70 million and assigned a rating of 'IND A2'. The outlook on the long-term rating
continues to remain Stable.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments affecting the financial position of the Company between the end of
the financial year (i.e., 31st March, 2026) and the date of this Report, other than those already disclosed in the business
operations and financial position sections of this Report and in the Notes to the Financial Statements of the Company.

SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND DISCLOSURE REQUIREMENTS)
REGULATIONS, 2015.

The Company's securities are listed at the following Stock Exchanges in India:

BSE Limited

National Stock Exchange of India Limited

The Annual Listing fee for the financial year 2025-26 has already been paid to both the above Stock Exchanges.

COMPLIANCE OF SECRETARIAL STANDARDS

During the financial year under review, the Company has complied with all applicable Secretarial Standards specified by the
Institute of Company Secretaries of India pursuant to Section 118 of the Companies Act, 2013.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders by the Regulators/Courts that would impact the going concern status of the
Company and its future operations.

COST AUDIT AND MAINTENANCE OF COST RECORD

As per the Companies (Cost Records and Audit) Rules, 2014, Cost Audit is not applicable to the Company for the financial
year 2025-26.

Further, maintenance of cost record as specified by the Central Government, under sub-section-1 of Section 148 of the
Companies Act, 2013 is not required.

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

Information in accordance with the provision of Section 134 (3){m) of the Companies Act, 2013, read with Rule 8(3) of
the Companies (Accounts) Rules, 2014 for the year ended 31st March, 2026 on the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and outgo is given in the Annexure-C forming part of this report.

HUMAN RESOURCES

Our people are the cornerstone of Bhartiya's success. We are committed to attracting, developing, and retaining talent that
reflects our core values, technical excellence, and customer-centric approach. By fostering a culture of innovation, continuous
learning, empowerment, and accountability, we enable our employees to deliver operational excellence, drive business
growth, and build a strong leadership pipeline equipped to meet the evolving needs of the organization.

PARTICULARS OF EMPLOYEES

During the financial year 2025-26, the Company had a total no. of 595 (five hundred ninety-five) employees.

Pursuant to the provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, a statement containing the names and
other particulars of employees who were in receipt of remuneration exceeding the limits specified under the said rules forms
part of this Report.

Further, the disclosures pertaining to the ratio of remuneration and other details as required under Rule 5(1) of the aforesaid
Rules also form part of this Report.

In accordance with the second proviso to Section 136(1) of the Act, the Annual Report excluding the aforementioned details
is being sent to the members of the Company. The said information is available for inspection at the Registered Office of
the Company during business hours on working days up to the date of the ensuing Annual General Meeting. Any member
interested in obtaining such information may write to the Company Secretary, and the same shall be furnished upon request.
The Annual Report, including the said information, is also available on the Company's website.

It is further confirmed that none of the employees listed in the said annexure is a relative of any Director of the Company.
Additionally, none of the employees hold (either by themselves or jointly with their spouse and dependent children) more than
2% of the equity shares of the Company.

DEMAT SUSPENSE ACCOUNT FOR UNCLAIMED SHARES

There are no unclaimed shares of the Company.

PUBLIC DEPOSIT

The Company has neither invited nor accepted any deposits during the year within the meaning of Section 73 of the Companies
Act, 2013, read with Companies (Acceptance of Deposit) Rules, 2014.

Your Company continues to win awards year after year, reiterating its credible market position. Some awards received during
the previous three Financial Years by the Company are as given below:

1. First Place Export Award from Council for Leather Export - Northern Region (Category Leather Garments Above Rs.300
Crores) Year 2024-2025

2. Third Place Export Award from Council for Leather Export - Northern Region (Category Over all-Export of Leather, Leather
products & Footwear. Year 2024-2025.

3. First Place Export Award from Council for Leather Export - Northern Region (Category Leather Garments Above Rs.300
Crores) Year 2023-2024

4. First Place Export Award from Council for Leather Export - Northern Region (Category Leather Garments Above Rs.300
Crores) Year 2022-2023

GENERAL

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

a) Details relating to deposits covered under Chapter V of the Act.

b) Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration and commission
from any of its subsidiaries.

c) 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.

d) No frauds have been reported by the Auditors to the Audit Committee or the Board.

e) There have been no changes in the nature of business of the Company.

f) The Company has complied with the provisions relating to the Maternity Benefit Act, 1961 for the year under review.

ACKNOWLEDGEMENTS

The Board of Directors expresses its sincere gratitude for the continued support, guidance, and cooperation received from the
Company's valued customers, suppliers, vendors, business associates, various government and regulatory authorities, local
bodies, and banking partners.

The Board also places on record its deep appreciation for the commitment, dedication, and hard work of all employees across
levels, whose efforts have been instrumental in driving the Company's progress and performance during the year.

For and on behalf of the BoardSnehdeep Aggarwal
Chairman
DIN: 00928080

Gurugram, 13 ^h August, 2026