We are pleased to present the Forty-first (41st) Annual Report on the business and operations of Himatsingka Seide Limited (Company),
along with Audited Financial Statements and the Auditor's Report for the financial year ended March 31,2026.

1. FINANCIAL HIGHLIGHTS

The financial highlights for the year under review are given below:

Key highlights of FY26 are as follows:

• The Standalone Total Revenue decreased by 8% and stood at ? 2,07,783 Lacs. The Standalone EBITDA for FY26 increased by 6% and
stood at ? 49,788 Lacs vs ? 46,917 Lacs during FY25.

• The Consolidated Total Revenue decreased by 4% and stood at ? 2,72,724 Lacs. The Consolidated EBITDA for FY26 decreased by
0.4% and stood at ? 57,667 Lacs vs ? 57,922 Lacs during FY25.

2. BUSINESS HIGHLIGHTS

• The Company has added new product verticals by leveraging the existing infrastructure. This will accelerate utilisation levels, diversify
revenue streams and tap opportunities in the wake of new global regulatory frameworks.

• The Indian market continues to be a high priority market for us and the Company currently serves the market with 3 brands (i.e.,)
Himeya, LIV, and Atmosphere in addition to Private Label market requirements. These brands are strategically positioned to serve
consumers across diverse price points, ensuring comprehensive market coverage. Our India business continues to demonstrate
consistent year-on-year growth in revenue streams, reinforcing the strength of our domestic presence and brand portfolio, while we:

* Continue to expand presence and reach in the multi brand outlets (MBOs) channel

* Continue to expand presence and reach in the Large Format Stores

* Enhance penetration in E-Commerce and Quick Commerce Channels

* Broad-base our presence across Private Label Clients.

• Over the past year, evolving U.S. tariff policies and geopolitical uncertainties have continued to impact growth across key markets.
Despite these external headwinds, the Company remains cautiously optimistic to effectively navigate the evolving environment and
deliver sustainable long-term performance as the Company transitions into the new model with a more diversified revenue mix and
category mix.

• The progress on the India-EU, India-UK and other FTAs along with the normalisation of US Tariff structures is expected to enhance
India's standing as a preferred textile destination for sourcing for various Textile and Apparel products and should be an impetus to
consolidate and strengthen the market share in these regions in the medium term.

3. CHANGE IN THE NATURE OF BUSINESS

There was no change in the nature of business carried out by the Company during the period under review.

4. SHARE CAPITAL

During the year under review, the Company has not issued and/or allotted any equity shares with/ without differential voting rights as per
section 43 of Companies Act, 2013 read with Rule 4(4) of the Companies (Share Capital and Debentures) Rules, 2014.

The Authorized Share Capital of the Company was increased during the year from ? 75,00,00,000 (Rupees Seventy-Five Crores Only)
divided into 15,00,00,000 (Fifteen Crores) Equity Shares with a face value of ? 5 (Rupees Five) each to ? 1,10,00,00,000 (Rupees One
Hundred Ten Crores Only) divided into 22,00,00,000 (Twenty-Two Crores) Equity Shares with a face value of ? 5 (Rupees Five) each. The
creation of 7,00,00,000 (Seven Crore) Equity shares with a face value of ? 5 (Rupees Five) each rank pari passu in all respects with the
existing Equity Shares of the Company.

The Paid-up share Capital of the Company is ? 62,87,11,445 (Rupees Sixty-Two Crores Eighty-Seven Lakhs Eleven Thousand Four Hundred
and Forty-Five Only) divided into 12,57,42,289 (Twelve Crores Fifty-Seven Lakhs Forty-Two Thousand Two Hundred and Eighty-Nine)
Equity Shares of ? 5 (Rupees Five) each. There has been no change in the paid-up share capital during the year.

5. ISSUE OF SECURITIES

In accordance with the Sections 42 and 71 of the Companies Act, 2013, as amended, including the rules made thereunder, the Securities
Committee of the Board of Directors, pursuant to powers delegated, approved the following issuances and allotments of non-convertible
debentures by way of private placement:

^ May 06, 2025: issued and allotted 650 (Six Hundred and Fifty) Series "A" un-rated, unlisted, senior, secured, redeemable non¬
convertible debentures ("Series "A" NCDs"/ "Series "A" Debentures") denominated in Indian Rupees ("Rs") each having a face value
of Rs. 10,00,000/- (Rupees Ten Lakh only) at par, aggregating to Rs. 65,00,00,000/- (Rupees Sixty-Five Crores only)

^ December 19, 2025: issued and allotted 1,000 (One Thousand) Series "B" unlisted, senior, secured, redeemable transferable non¬
convertible debentures ("Series "B" NCDs"/ "Series "B" Debentures") denominated in Indian Rupees ("Rs") each having a face value
of Rs. 10,00,000/- (Rupees Ten Lakh only) at par, aggregating to Rs. 100,00,00,000/- (Rupees One Hundred Crores only)

Statement of Deviation(s) and Variation(s): During the year under review, there is no deviation/ variation in the use of Qualified Institutional
Placement proceeds. The Company has made necessary disclosures to the Stock Exchanges within statutory timelines, as per the
provisions of Listing Regulations and any other Rules & Regulations as may be applicable and confirmed that there is no deviation/
variation in the use of issue proceeds.

On the recommendation of the Audit Committee, the Board of Directors extended upto the second quarter of FY 2026, the timeline for
utilisation of funds. The details as to utilization of funds is provided in note no. 12 of Notes to the Financial Statements for the year ended
March 31, 2026.

6. DIVIDEND

Pursuant to the Dividend Distribution Policy of the Company, the Board of Directors at their meeting held on May 27, 2026, has
recommended a final dividend at 5% (? 0.25 per equity share of face value ^5 each) for the financial year ended March 31,2026.

The final dividend is subject to the approval of Members at the ensuing 41st Annual General Meeting ('AGM') of the Company. The
dividend, if declared, will be paid to the Members whose names appear in the Register of Members or in the records of the Depositories/
Share Transfer Agent as on the Record Date i.e., September 18, 2026 and the aggregate dividend of Rs.314,35,572.25 (Rupees Three
Crores Fourteen Lakhs Thirty-Five Thousand Five Hundred and Seventy-Two and Twenty-Five Paise Only) will be paid within the statutory
timelines, after deduction of tax at source, as applicable.

7. MATERIAL CHANGES AND COMMITMENTS

The Company through Postal Ballot Notice dated April 27, 2026 adopted the amended and restated Articles of Association, on May 29,
2026.

The material changes and commitments affecting the financial position of the Company that occurred between the end of the financial
year and the date of this report are as follows:

The Company issued and allotted 2,905 Secured, Unlisted Non-Convertible Debentures through private placement, aggregating to
^145.25 crore, comprising of one tranche of Series C and multiple tranches of Series D, E.

8. TRANSFER TO RESERVES

The Company has not transferred any amount to the reserves during the year under review.

9. SUBSIDIARY, JOINT VENTURES AND ASSOCIATE COMPANIES AND CHANGES THEREON

As on March 31,2026, the following constitute the subsidiaries and associates of the Company:
Subsidiaries:

*Wholly owned Subsidiary of Himatsingka Holdings NA Inc.

Associates:

• AMPIN Energy C&I Twenty Four Private Limited ("AMPIN”) a solar energy company, is an Associate Company. The Company holds
47.30% of the paid up capital of AMPIN, to enhance its renewable energy footprint.

Consolidated Financial Statements

Pursuant to Section 129(3) of Companies Act, 2013 and Regulation 33 & 34 of the SEBI (Listing Obligations & Disclosure Requirements)
Regulations, 2015 ("Listing Regulations”), the Consolidated Financial Statements of the Company are prepared in accordance with the
Indian Accounting Standards (IndAS) prescribed by the Institute of Chartered Accountants of India, forms part of this Annual Report.

The Consolidated Financial Statements presented by the Company include the financial statements of the subsidiary companies. A
statement containing the salient features of the Financial Statements of the subsidiaries in form AOC-1 is annexed to this report as
Annexure 1.

Pursuant to section 136 of Companies Act, 2013, the Annual Report of your Company containing inter alia Financial Statements including
Consolidated Financial Statements and Financial Statements of the subsidiaries may be accessed on the following weblink of the
Company's website: https://www.himatsingka.com/investors/financial-reports

10. ANNUAL RETURN

As required under section 92(3) of Companies Act, 2013 read with Rule 11 of the Companies (Management and Administration) Rules,
2014, the draft of the Annual Return in form MGT-7 for the year 2025-26 may be accessed on the following weblink of the Company's
website: https://www.himatsingka.com/investors/financial-reports?tab=annual report tab

11. PUBLIC DEPOSITS

The Company has neither accepted nor has any outstanding deposits from the public pursuant to section 73 of Companies Act, 2013 and
the rules made thereunder.

12. BOARD OF DIRECTORS AND COMMITTEES
Composition of Board and changes thereto

Mr. Dinesh Kumar Himatsingka, Executive Chairman, Mr. Shrikant Himatsingka, Executive Vice Chairman & Managing Director,
Non-Executive Independent Directors - Mr. Harminder Sahni, Ms. Sandhya Vasudevan, Mr. Ravi Kumar & Mr. Manish Krishnarao Joshi,
Non-Executive Nominee Director constitute the Board of Directors of the company

As on March 31,2026, the Board Directors of the Company comprised of 6 (Six) Directors and its composition was as follows:

• 2 (Two) Promoter Executive Directors, including the Chairman and the Vice Chairman & Managing Director;

• 3 (Three) Non-Executive Independent Directors, including 1 (One) Non-Executive Independent Woman Director and

• 1 (One) Non-Executive Nominee Director.

The composition of the Board of Directors as on the date of this report remains the same as stated above and there were no changes in the
composition of the Board, during the year under review.

In the opinion of the Nomination and Remuneration Committee and the Board, Independent Directors hold the requisite expertise,
experience and integrity, to serve on the Board of the Company.

Board Meetings

As detailed below, the Board met 8 (Eight) times during the year under review and the intervening gap between two consecutive meetings
was within the period prescribed under the Companies Act, 2013 and Listing Regulations. The details of the meetings and attendance
thereof are provided in the Corporate Governance Report which forms part of this Annual Report.

Board Committees

The requisite details pertaining to the Committees of the Board are included in the Corporate Governance Report which forms part of this
Annual Report.

Re-appointment of Directors retiring by rotation

In accordance with the provisions of section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Dinesh
Kumar Himatsingka, Executive Chairman, (DIN: 00139516), retires by rotation and being eligible, offers himself for re-appointment. The
Nomination and Remuneration Committee at their meeting held on May 27, 2026 has recommended his re-appointment for approval of
the Board and the Board at their meeting held thereafter have recommended his re-appointment for approval of the Shareholders.

Further details form part of the explanatory statement of the notice of the Annual General Meeting.

Declaration by Independent Directors

The Company has received declarations from each of its Independent Directors, as stipulated under section 149(7) of Companies Act,
2013 and Regulation 25(8) of Listing Regulations, confirming that the Director meets the criteria of independence as laid down under
section 149(6) of Companies Act, 2013 and Regulation 16(1)(b) of Listing Regulations. The Independent Directors have also declared
compliance with Rule 6(1) and 6(2) of Companies (Appointment and Qualification ofDirectors) Rules, 2014 and have confirmed adherence
to the standards of Code of Conduct for Independent Directors prescribed in schedule IV of Companies Act, 2013.

Directors' Responsibility Statement

As required by the provisions of section 134(3)(c) of Companies Act, 2013, we the Directors of Himatsingka Seide Limited, confirm the
following:

a) In the preparation of the Annual Financial Statements for the year ended March 31,2026, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures;

b) The Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2025-26
and of the profit and loss of the Company for that period;

c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities;

d) The Annual Financial Statements have been prepared on a Going Concern basis;

e) The Directors have 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) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

• Mr. D.K. Himatsingka, Executive Chairman,

• Mr. Shrikant Himatsingka, Executive Vice Chairman & Managing Director,

• Mr. M Sankaranarayanan, President - Finance & Group Chief Financial Officer and

• Ms. Bindu D, Assistant General Manager - Corporate Compliance & Company Secretary.

There were no changes in KMP during the year.

Board Performance Evaluation

The Company has, during the year, conducted an evaluation of the Board as a whole, its Committees and the individual Directors including
the Non- Executive Independent Directors. The evaluation was carried out through different evaluation forms which covered among
others, the evaluation of the composition of the Board and its committees, its effectiveness, activities, governance, and with respect to the
Chairman and the individual Directors, their participation, integrity, independence, knowledge, impact and influence on the Board. The
Non-Executive Independent Directors of the Company convened a separate meeting and evaluated the performance of the Board and its
Committees, the Directors and the Chairman.

13. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the provisions of Secretarial Standard on Meetings of the Board of Directors (SS-1) and Secretarial
Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India pursuant to section 118(10) of Companies
Act, 2013.

14. AUDITORS AND AUDITORS' REPORTS

a) Statutory Auditors

Pursuant to the provisions of section 139 of Companies Act, 2013 and the rules framed thereunder, the members of the Company at the
37th Annual General Meeting held on September 28, 2022 appointed MSKA & Associates, Chartered Accountants, as Statutory Auditors
of the Company and are liable to hold office until the conclusion of the 42nd Annual General Meeting of the Company to be held in the year
2027.

MSKA & Associates, Chartered Accountants has been converted into a Limited Liability Partnership w.e.f. January 13, 2026 and is now
MSKA & Associates LLP, Chartered Accountants (ICAI Firm Reg. No. 105047W/W101187). The change in constitution does not affect their
engagement as Statutory Auditors. The Company has intimated the stock exchanges as required under Listing Regulations.

The report on the consolidated and standalone financial statements of FY-2025-26 by the Statutory Auditors, MSKA & Associates LLP,
Chartered Accountants, forming part of the Annual Report is an unmodified report.

• Report on Other Legal and Regulatory Requirements of Standalone and Consolidated Financial Statements by the Independent
Auditors contains remarks vide point 1(h)(vi)

Regarding the aforementioned the Board states the following and the same forms part of the note 38(ix)(a) & (b) of the Standalone
and Consolidated Financial Statements

a) In regard to accounting software (SAP)

The Group has used an accounting software for maintaining its books of account which has a feature of recording audit trail (edit
log) facility and the same has been operated throughout the year for all relevant transactions recorded in the software. Further,
we did not come across any instance of audit trail feature being tampered with at application level. Additionally, the audit trail has
been preserved by the Group as per the statutory requirements for record retention for application level.

However, with respect to the database level of the said software which has been managed and maintained by a third-party
service provider, in the absence of sufficient and approp riate audit evidence adequate coverage in SOC report we are unable to
assess whether the database of the software to log any direct changes has a feature of recording audit trail (edit log) facility and
whether the same has been enabled and operated throughout the year for all relevant transaction recorded or whether there is
any instance of audit trail feature being tampered with. Also, we are unable to assess whether the audit trail feature of prior years
have been preserved by the Group as per the statutory requirements for record retention at database level.

b) In regard to accounting software (Saral and Zing HR)

The Group has used certain accounting softwares for maintaining its books of account (managed and maintained by a third-
party software service provider) which have a feature of recording audit trail (edit log) facility and the same has been operated
throughout the year for all the relevant transactions recorded in the softwares. Further, the audit trail of prior years has been
preserved by the Group as per the statutory requirements for record retention.

• Information other than the Standalone Financial Statements and Auditor's Report thereon by the Independent Auditors contains a
remark vide point vi of 2(h):

With reference to the aforementioned the Board states that the auditor could not comment on the audit trail of one of the allied
software used for recording workmen's attendance in the factory, due to unavailability of System and Organization Controls (SOC)
report for a short period during the financial year.

The Company remains committed to maintain robust IT controls and to strengthen the controls at the database level ensuring full
compliance with applicable regulatory requirements.

• Report on Other Legal and Regulatory Requirements of Consolidated Financial Statements by the Independent Auditors contains
remarks vide point 3:

Regarding the aforementioned the Board states that:

With reference to point i(c) of Annexure B of the CARO report relating to Standalone Financials Statement, the property mentioned in
the report will be transferred in the name of the Company after the expiry of lease period.

With reference to point vii(a) of Annexure B of the CARO report, any undisputed statutory dues including Goods and Services tax,
provident fund, employees'state insurance, income-tax, sales-tax, service tax, duty of customs, duty of excise, value added tax, cess,
and other statutory dues have generally been regularly deposited with the appropriate authorities during the year, though there
have been slight delays in very few cases. No undisputed amounts payable in respect of these statutory dues were outstanding as at
March 31,2026, for a period of more than six months from the date they became payable. The Company remains committed to make
payment of statutory dues as per the respective timelines and to ensure compliances.

b) Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and on the recommendation of the Audit Committee and the Board,
the shareholders approved, the appointment of CS Vivek Manjunath Bhat, Company Secretary in Practice, (CoP:8426) as secretarial
auditor of the Company for the period 2026-2030, to provide the Secretarial Audit Report and the Secretarial Compliance Report and such
other services as permissible.

The Secretarial Audit Report for the financial year 2025-26 does not contain any adverse remark, qualification or reservation. The report is
appended as Annexure 2 to this report.

Secretarial Compliance Report

The Annual Secretarial Compliance Report ("ASCR") under Regulation 24A of the Listing Regulations which is appended as Annexure 3 to
this report. The aforementioned matters stated under the Secretarial Audit also forms part of ASCR.

c) Cost Auditors

As the Company's export revenue in foreign exchange for the financial year 2025-26 was greater than 75% (seventy-five percent) of the
total revenue of the Company, the Company falls within the exemption specified in Clause 4(3) of The Companies (Cost Records and Audit)
Rules, 2014. In view of this, there is no requirement to furnish cost audit of cost records of the Company for its units at Hassan and
Doddaballapur.

d) Internal Auditors

Pursuant to the provisions of section 138 of Companies Act, 2013, the Board of Directors of the Company has reappointed Grant Thornton
Bharat LLP, to conduct the Internal Audit of the Company for the financial year 2025-26. The Audit Committee of the Board of Directors in
consultation with the Internal Auditor formulates the scope, functioning, periodicity and methodology for conducting the internal audit of
the Company.

e) Internal Financial Controls

The Statutory Auditors of the Company has audited Internal Financial Controls over Financial Reporting and their Audit Report is annexed
as Annexure C to the Independent Auditors' Report under Standalone Financial Statements and Consolidated Financial Statements.

The Company reviews the effectiveness of controls as part of Internal Financial Controls framework. There are regular scheduled reviews
that cover controls, process level controls, fraud risk controls and the Information Technology environment.

Based on this evaluation, no significant events have been noticed during the year that have materially affected, or are reasonably likely to
materially affect, our Internal Financial Controls. The management has also come to a conclusion that Internal Financial Controls and other
financial reporting was effective during the year and is adequate considering the business operations of the Company.

f) Fraud Reporting

There have been no instances of fraud reported by the Auditors under section 143(12) of Companies Act, 2013 and rules framed thereunder
either to the Company or to the Central Government.

15. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES MADE

The particulars of loans made, guarantees given, investments made and securities provided as per the provisions of section 186 of
Companies Act, 2013 and Schedule V of the Listing Regulations and the relevant rules made thereunder are given in the note no. 35 and
36 of the Standalone Financial Statements.

The Company does not fall in the category of sub section 11 of section 186.

The Company has not extended any loan or guarantee to any other company. There are no reportable transactions under section 186.

16. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All transactions entered into by the Company with its related parties are at arm's length and in the ordinary course of business. The details
of related party transactions forms part of Note no. 34 of Standalone Financial Statements of the Company. However, the list of material
related party transactions as per the Company's policy on related party transactions, as required under rule 8(2) of Companies (Accounts)
Rules, 2014, is annexed to the Board's Report in form AOC-2 as Annexure 4. The policy on materiality of related party transactions as
approved by the Board may be accessed on the following weblink of the Company's website: https://www.himatsingka.com/investors/
corporate-governance

17. SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS/ COURTS/ TRIBUNALS.

There are no significant or material orders passed by Regulators/ Courts / Tribunal impacting the going concern status and company's
operations in future.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE

A statement containing the necessary information on Conservation of energy, Technology absorption and Foreign exchange earnings and
outgo stipulated under section 134(3)(m) of Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed
to this report as Annexure-5.

19. RISK MANAGEMENT

The Company has developed and implemented a comprehensive Risk Management Policy and framework to identify and mitigate the
various risks encountered by the Company. In terms of the provisions of section 134 of Companies Act, 2013 a Risk Management Report
forms part of the Management Discussion & Analysis section of the Annual Report.

20. CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility ("CSR") is central to the operating philosophy of the Company and it is the Company's constant endeavour
to ensure that its businesses uphold the highest standards of governance and compliance. It aims to deliver sustainable value to society at
large as well as to shareholders. In keeping with its philosophy, the Company has a CSR Committee that identifies CSR projects and
overlooks, supervises and provides guidance for the implementation of the projects. The company's CSR activities envisage initiatives
primarily in the areas of health, education, environmental protection, community development and sanitation among others.

During the year, the Company has contributed towards skill development and providing employment to Apprentices under Apprentices
Act as per the National Apprenticeship Promotion Scheme. In addition to the following, the details of the Composition of CSR Committee,
the CSR Policy and the CSR spending have been elaborated in Annexure-6 to this report.

*The amount relating to FY 2022-23 in respect of ongoing projects was transferred to Himatsingka Foundation (formed by the Company)
and Himatsingka Foundation has transferred it to a special account in accordance with the provisions of the Companies Act, 2013. Further
to spending the amount for the designated project, the interest accrued has been utilised in the manner stated above.

21. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

a) The remuneration of Directors is given herein below:

^AThe aforementioned remuneration does not include cost of employee benefits such as gratuity, as provisions for the same are based on an
actuarial valuation carried out for the Company as a whole.

In the remuneration mentioned above, salaries and perquisites form the fixed component of the total remuneration. The commission is a
variable component and is linked to the operating performance of the Company. None of the Executive Directors receive remuneration or
commission from any of the Company's subsidiaries.

c) The percentage increase in median remuneration of the employees is 11.66%

d) The number of permanent employees in the rolls of the Company is 5,284

e) The average increase in the salaries of managerial personnel during the year was 6.13% and the average increase in the salaries of
employees other than managerial personnel was 11.12 %.

f) During the year, there were no employees (including KMP) whose remuneration was higher than that of the highest paid director.

g) It is hereby affirmed that the remuneration paid during the year is as per the Nomination and Remuneration Policy of the Company.

h) Information as per rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

The Statement containing names of top ten employees in terms of remuneration drawn and particulars of employees as required under
section 197(12) of Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 shall be provided to the shareholders upon a request made to the Company Secretary at investors@himatsingka.com. Further,
the Annual Report is being sent by email to the Shareholders excluding the aforesaid information in terms of section 136 of Companies
Act, 2013.

22. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 ('the Rules'), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the
Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid
or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority.
During the year, the Company has transferred the unclaimed and unpaid dividend of ^11,71,905 relating to final dividend of the financial
year 2017-18 and Rs. 96,026.25 corresponding to final dividend financial year 2024-25 relating to shares in IEPF aggregating to
Rs. 12,67,931.25. Further, 51,868 shares on which dividends were unclaimed for seven consecutive years were transferred as per the
requirements of the IEPF Rules. Year-wise detail of due date of transfer to IEPF account is provided in the Corporate Governance Report.
The details of unpaid/ unclaimed dividends lying in the unpaid account up to the year, and the corresponding shares, which are
liable to be transferred may be accessed on the following weblink of the Company's website: https://www.himatsingka.com/investors/
shareholder-information

23. INSURANCE

The Company's assets are subject to risks/ peril and are adequately insured. In addition, the Company has also taken a Directors & Officers
Liability Policy to provide coverage against the liabilities arising on them. The Policy extends to all Directors and Officers of the Company
and its Subsidiaries.

24. RATINGA) CREDIT RATING

During the year, CRISIL Ratings Limited vide its letter dated September 5, 2025 has reaffirmed the credit rating for the bank facilities of the
Company as given below:

Further, CRISIL Ratings Limited has vide communication dated July 10, 2026, reaffirmed the credit rating of the Company for the bank
facilities as given below:

25. POLICIESa) Whistle Blower Policy

As a conscious and vigilant organization, Himatsingka Seide Limited believes in the conduct of the affairs of its constituents in a fair and
transparent manner, by adopting the highest standards of professionalism, transparency and ethics.

The Company has established a "Whistle Blower Policy” as required under Companies Act, 2013 and Listing Regulations and the same
may be accessed on the following weblink of the Company's website: https://www.himatsingka.com/investors/corporate-governance

The Company Secretary of the Company has been designated as the Chief Compliance Officer under the policy and the employees can
report genuine concerns of unethical behaviour, fraud and/or violation of the Company's code of conduct or policy to the Chief Compliance
Officer.

The Company has taken adequate measures for the visibility of the whistle blower policy to employees and stakeholders at the workplace
and at the plants. In exceptional and appropriate cases, an employee can make direct appeal to the Audit Committee Chairman. The
contact details of the Audit Committee Chairman are also available in the Whistle Blower Policy.

This is pursuant to section 177(9) & (10) of Companies Act, 2013 and Regulation 22 of the Listing Regulations. No grievance has been
reported to the Audit Committee during the year and the same is stated in the Corporate Governance Report forming part of the Annual
Report.

b) Disclosure as required under section 22 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013

The Company is committed to provide a safe and secure work environment to all its employees. All employees (permanent, contractual,
temporary, trainees) are covered under this policy. Therefore, any discrimination and/or harassment in any form is unacceptable and the
Company has in place a Prevention of Sexual Harassment Policy and an Internal Complaints Committee as per the requirements of Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

a) The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 in relation to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 & the same is stated below:

i) number of sexual harassment complaints received: NIL

ii) number of sexual harassment complaints disposed off: NIL

iii) number of sexual harassment cases beyond 90 days: NIL

b) The Company is in compliance with all the applicable provisions and regulations set forth in the Maternity Benefit Act, 1961. The
company is committed to upholding the rights and welfare of our female employees, ensuring they receive all the benefits and
protections mandated by this important legislation including their hygiene, etc.

c) Nomination and Remuneration Policy

The Nomination and Remuneration Committee has formulated a policy as required under section 178(3) of Act and Regulation 19 read
with Schedule II to the Listing Regulations, stipulating the criteria for determining qualifications, required experience and independence
of a director and also the criteria relating to the remuneration of the directors, key managerial personnel, senior management personnel
and other employees and their performance evaluation. The policy may be accessed on the following weblink of the Company's website:
https://www.himatsingka.com/investors/corporate-governance

d) Dividend Distribution Policy

The Board of Directors of the Company have adopted a Dividend Distribution Policy as required under Regulation 43A of Listing
Regulations. The Policy may be accessed on the following weblink of the Company's website: https://www.himatsingka.com/investors/
corporate-governance.

e) Policy for determining material subsidiaries

As required under Regulation 24 of Listing Regulations, the Company has adopted a policy for determining material subsidiaries. The
policy has been disclosed on the Company's website - https://www.himatsingka.com/investors/corporate-governance

f) Policy on Related Party Transactions:

As required under Regulation 23 of Listing Regulations, the Company has a policy on dealing with Related Party Transactions and includes
materiality of related party transactions. The same may be accessed on the following weblink on the Company's website: https://www.
himatsingka.com/investors/corporate-governance

g) Corporate Social Responsibility

The Board of Directors of the Company have adopted a CSR Policy as required under section 135 of Companies Act, 2013 read with the
Companies (Corporate Social Responsibility Policy) Rules, 2014 and Schedule VII to Companies Act, 2013. The same may be accessed on
the following weblink of the Company's website: https://www.himatsingka.com/investors/corporate-governance

26. CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) and Schedule V of the Listing Regulations the detailed report on corporate governance forms a part of the
Annual Report.

The Certificate on compliance with the mandatory recommendations on corporate governance issued by Practising Company Secretary is
attached as Annexure 7.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT ("MD&A")

In terms of Regulation 34 of Listing Regulations read with Schedule V, the MD&A forms part of this Annual Report.

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT ("BRSR")

The requirement ofBRSR was applicable during the year 2021-22 (as Business Responsibility Report). As per Regulation 3 (2A) of the Listing
Regulations, the provisions of regulation 34(2)(f), which become applicable to a listed entity on the basis of criteria of market capitalisation,
the same shall continue to apply to the Company for a period of three consecutive years and as the Company remains outside the applicable
threshold of1000 ranking, the requirement of BRSR was not applicable to the Company for the financial year 2025-26.

The Company believes that Corporate Governance is an essential element of business and continues to present the BRSR, which forms
part of the Annual Report inter alia containing environmental, social and governance disclosures.

29. PENDING PROCEEDINGS UNDER THE IBC CODE, 2016 ("IBC")

An application for recovery is pending before the National Company Law Tribunal ("NCLT"), Bengaluru, under the Insolvency and
Bankruptcy Code, 2016 ("IBC"). The application has been initiated by Faze Three Limited in respect of a claim amounting to ^5.04 crores
which is unsubstantiated by the Company. The Company will contest the said proceedings.

30. VALUATION FOR LOANS OBTAINED FROM FINANCIAL INSTITUTIONS/ BANKS

There was no instance of one-time settlement with any Bank or Financial Institution during the period under review.

Acknowledgement

Your Directors wish to place on record their appreciation of the continuous efforts made by all employees in ensuring excellent all-round
operational performance. We also wish to thank our Customers, Suppliers, Shareholders, Bankers and Financial Institutions for their
continued support. Your Directors would like to express their grateful appreciation to the Central Government and Government of
Karnataka for their continued co-operation and assistance.

For and on behalf of the Board of Directors of
Himatsingka Seide Limited

Shrikant Himatsingka D.K. Himatsingka

Executive Vice Chairman & Executive Chairman

Place: Bengaluru Managing Director DIN: 00139516

Date : August 25, 2026 DIN: 00122103