Dividend

Your Directors recommended a Dividend
of H1.50 per equity share of H5/- each
on the expanded capital after Bonus Issue
(previous year H1.50 per equity share of
H5/- each) for the year ended 31^st March,
2026. The Dividend Distribution Policy is
available on weblink - https://linclimited.
com/wp-content/uploads/2023/04/
Dividend-Distribution-Policy.pdf

Financial Performance

During the year under review, the
Company's Revenue from Operations
increased by 0.1% to H53,207 Lakhs as
compared to H53,148 Lakhs during the
preceding year. The Profit after Tax during
the year was H3,661 Lakhs as compared
to H3,866 Lakhs in the previous year, a
decrease of 5.3%.

The year-end debtors were 35 days of
sales, same the previous year. The inventory
holding as at year end was for 64 days
of sales as compared to 62 days in the
previous year.

On a consolidated basis, your Company
reports Revenue from Operations H54,301
Lakhs as compared to H54,348 Lakhs in the
previous year and a consolidated Profit after
Tax H3,291 as compared to H3,773 Lakhs in
the previous year.

A full analysis and discussion on the
performance of the Company as well
business outlook is included in this Annual
Report under the heading 'Management
Discussion and Analysis' as Annexure to
this Report as well as other sections of the
Annual Report.

Subsidiary / Joint Ventures
/ Associates

During the year under review, your
Company entered into a agreement
through newly incorporated company "Linc
On Ecommerce Pvt. Ltd." with Ondesk
Ventures Pvt. Ltd. (Ondesk) to carry out sales
and distribution of LINC's products in India
through E-Commerce / Online Channels
in a Profit Share Ratio of 65 : 35 for the
Company & Ondesk respectively.

The statement containing the salient
features of the Financial Statements of the
Company's subsidiaries/joint ventures/
associates is given in Form AOC 1,
provided in Notes to the consolidated
financial statements, forming part of this
Annual Report.

Directors' Responsibility Statement

Pursuant to Section 134(5) of the
Companies Act, 2013, the Directors hereby
confirm that:-

(a) in the preparation of the annual
accounts, the applicable accounting
standards had been followed along
with proper explanation relating to
material departures;

(b) 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 at
the end of the financial year and of the
profit and loss of the company for that
period;

(c) 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) the directors had prepared the annual
accounts on a going concern basis;

(e) 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) 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.

Particulars of Loans, Guarantees
and Investments

In terms of Section 186 of the Act and
Rules framed thereunder, details of the
Loans given and Investments made by your
Company have been disclosed in Note No.
15 of the Notes to Financial Statements for
the financial year ended 31^st March, 2026,
which forms part of this Annual Report. Your
Company has not given any guarantee or
provided any security during the year under
review. The disclosure as per Rule 8(5)(xii)
of the Companies (Accounts) Rules, 2014,
as amended, is not applicable to your
Company.

Corporate Governance

The Company had complied with the
requirements of Corporate Governance
in terms of SEBI (Listing Obligations and
Disclosure Requirements) Regulations,
2015. A separate report each on Corporate
Governance (Annexure-B, along with
Auditors' Certificate on its due compliance)
and Management Discussion and Analysis
is attached to this report.

Secretarial Standards

The Directors state that applicable
Secretarial Standards, i.e. SS-1, SS-2 and
SS-3, relating to 'Meetings of the Board
of Directors', 'General Meetings' and
"Dividend', respectively, have been duly
followed by the Company.

Listing

The equity shares of the Company are listed
on National Stock Exchange of India Limited
(NSE), BSE Limited (BSE) and The Calcutta
Stock Exchange Limited (CSE).

Directors and Key Managerial
Personnel

In accordance with the Articles of Association
of the Company, Shri Rohit Deepak Jalan,
Whole Time Director of the Company, retire
by rotation at the ensuing Annual General
Meeting and being eligible, offered himself
for re-appointment.

On the recommendation of the Nomination
and Remuneration Committee, the Board of
Directors had appointed Dr. (h.c.) Mamta
Binani as Non-executive, Independent
Director of the Company for a period of
5 (five) consecutive years w.e.f. 7^th May,
2025. Further, the same was approved
by the members of the Company throu gh
Postal Ballot on 27^th July, 2025.The Board
of Directors were also of the opinion that
Dr. (h.c.) Mamta Binani fulfills all the criteria
specified in the Companies Act, 2013 and
rules thereon and all the requirements
of SEBI (LODR) making her eligible to be
appointed as Independent Director of the

Company. Dr. (h.c.) Mamta Binani does not
hold any shares in the Company.

Ms. Supriya Newar, Independent Director
of the Company completed her second
and final term as Independent Director on
2^nd September, 2025. The Directors have
placed on record their sincere appreciation
for the very valuable contribution made by
Ms. Supriya Newar during her tenure as
Director.

The following persons continued as Key
Managerial Personnel of the Company in
compliance with the provisions of section
203 of the Companies Act, 2013:

Shri Deepak Jalan - Managing Director
Shri Aloke Jalan - Whole Time Director
Shri Rohit Deepak Jalan - Whole
Time Director

Shri N. K. Dujari — Director - Finance
& CFO

Shri Dipankar De — Company Secretary

Conservation of Energy, Technology
Absorption and Foreign Exchange
Earnings & Outgo

A statement pursuant to section 134 of
the Companies Act, 201 3, giving details
of measures taken towards conservation
of energy, technology absorption,
foreign exchange earnings and outgo in
accordance with the Companies (Accounts)
Rules, 2014 is annexed as Annexure - C.

Particulars of Employees and
related disclosures

Disclosure as required Section 197(12) of
the Companies Act, 2013 read with Rule
5(1), 5(2) and 5(3) of the Companies
(Appointment and Remuneration of
Managerial Personnel) Rules 2014 is
annexed as Annexure — D.

Policy on Directors' Appointment
and Remuneration

Policy on Directors' Appointment is to
follow the criteria as laid down under the

Companies Act, 2013 and the Listing
Regulations, 2015 and good corporate
practices. Emphasis is given to persons from
diverse fields or professions.

Policy on Remuneration - Guiding Policy on
remuneration of Directors, Key Managerial
Personnel and employees of the Company
is —

Ý Remuneration to unionised workmen is
based on the periodical settlement with
the workmen union.

Ý Remuneration to Key Managerial
Personnel, Senior Executives,
Managers, Staff and Workmen (non
Unionised) is industry driven in which
it is operating taking into account the
performance leverage and factors such
as to attract and retain quality talent.

For Directors, it is based on the
shareholder's resolutions, provisions of the
Companies Act, 201 3 and Rules framed
therein, circulars and guidelines issued by
Central Government and other authorities
from time to time.

Declaration by Independent
Directors

Pursuant to Section 149(6) of the
Companies Act, 2013, Independent
Directors of the Company have made a
declaration confirming the compliance
of the conditions of the independence
stipulated in the aforesaid section.

Related Party Transactions

All related party transactions that were
entered into during the year under report
were on an arm's length basis and in the
ordinary course of business. There are
no materially significant related party
transactions made by the Company during
the year. Thus, provisions of section 134(3)
(h) and 188(1) of the Companies Act, 2013
are not applicable and therefore, Form No.
AOC-2 has not been attached. During the
period under review the Audit Committee
and Board ratified/provided post facto

approval for the transactions entered over
the approved omnibus limit.

Related Party Transactions Policy is available
on weblink - https://linclimited.com/
wp-content/uploads/2026/05/Policy-on-
Related-Party-Transactions.pdf

Risk Management

The Company has a structured risk
management policy. The Risk management
process is designed to safeguard the
organisation from various risks through
adequate and timely actions. It is designed
to anticipate, evaluate and mitigate
risks in order to minimize its impact on
the business. The potential risks are
inventorised and integrated with the
management process such that they receive
the necessary consideration during decision
making. It is dealt with in greater details in
the management discussion and analysis
section.

Credit Rating

The Company's credit ratings ascribed by
Acuite Ratings & Research Limited are —
Long Term — ACUITE A /Stable; and Short
Term - ACUITE A1.

Annual Evaluation by Board

The Board of Directors of the Company
has initiated and put in place evaluation
of its own performance, its committees
and individual directors. The result of the
evaluation is satisfactory and adequate and
meets the requirement of the Company.

Whistle Blower Mechanism

Your Company has put in place Whistle
Blower Mechanism. The detailed mechanism
is given in Corporate Governance Report
forming part of this report.

Annual Return

The Annual Return of the Company is
available on the Company's website and
can be accessed at www.linclimited.com.

Meeting of the Board of Directors

Six (6) meeting of the Board of Directors,
including a meeting of independent
Directors, without the attendance of the
Non-Independent Directors and members
of management, were held during the year.
The details of the same are provided in the
Corporate Governance Report.

Auditors

M/s Singhi & Co. (FRN: 302049E),
Chartered Accountants were re-appointed
as the Statutory Auditors of the Company
in 28^th Annual General Meeting held on
5^th September, 2022 for a period of 5
(five) consecutive years commencing from
the conclusion of the 29^th Annual General
Meeting till the conclusion of the 33^rd
Annual General Meeting of the Company
to be held in year 2027.

In accordance with the Companies
Amendment Act, 2017 enforced on 7^th May,
2018 by the Ministry of Corporate Affairs,
the appointment of Statutory Auditors is
not required to be ratified at every Annual
General Meeting.

The Report given by the Auditors on the
financial statement of the Company is
part of this Report. There has been no
qualification, reservation, adverse remark
or disclaimer given by the Auditors in their
Report.

Secretarial Audit

The Company, at its Annual General
Meeting held on 23^rd September, 2025,
had appointed M/s D. C. Sahoo & Co.,
Practising Company Secretaries as the
Secretarial Auditor of the Company for a
period of five years w.e.f. the financial year
2025-26. The report of the Secretarial
Auditor is annexed as Annexure — E.

Internal Finance Control

The Company has put in place adequate
system of internal finance controls,
commensurate with its size and nature of

its operations. During the financial year
no material weakness in its operating
effectiveness was observed.

Corporate Social Responsibility

With the enactment of the Companies
Act, 2013 and the Companies (Corporate
Social Responsibility) Rules, 2014 read
with various clarifications issued by Ministry
of Corporate Affairs, the Company has
undertaken activities as per the CSR Policy
and the details are contained in the Annual
Report on CSR activities given in Annexure -
F forming part of this report.

The amount required to be spent on CSR
activities during the year under review in
accordance with the provisions of Section
135 of the Companies Act, 2013 is H98.46
Lakhs and the Company has spent H98.49
Lakhs during the current financial year.

Further as a responsible corporate citizen,
the Company had been involved in CSR
activities since its inception. Some of these
activities will not fall under 2% CSR spend
as per Schedule VII read with Section 135
of the Companies Act, 2013. But the
Company decided to continue with them,
since those activities are integral to the
business of the Company.

Prevention of Sexual Harassment
at workplace

The Company has in place a Policy
against Sexual Harassment of Women at
Workplace in line with the requirement of
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act,
2013. Internal Complaints Committee
(ICC) has been setup to redress complaints
received regarding sexual harassment.
All employees (permanent, contractual,
temporary and trainees) are covered under
this policy.

a. Number of complaints of sexual
harassment received in the year: NIL

b. Number of complaints disposed-off
during the year: NIL

c. Number of cases pending for more
than ninety days: NIL

Compliance of the provisions
relating to The Maternity Benefit
Act, 1961

Your Company is in compliance with The
Maternity Benefit Act, 1961, as amended
from time to time, for the year under review.

General

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

Ý There have been no material changes
and commitments affecting the
financial position of the Company
between the end of the financial year
and date of this report. There has been
no change in the nature of business of
the Company.

Ý Application made or any proceedings
pending under the Insolvency and
Bankruptcy Code, 2016.

Ý Maintenance of the cost records under
Section 148(1) of the Companies Act,
2013.

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

Ý The Company does not have any
scheme of provision of money for
the purchase of its own shares by
employees or by trustees for the benefit
of employees.

Ý 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.

Ý No fraud has been reported by the
Auditors to the Audit Committee or the
Board.

Acknowledgement

Your Directors express their appreciation
to all the employees for their valuable
contribution. Your directors also wish to
express their gratitude for the continued
co-operation, support and assistance
provided by all the valued Channel
Partners, Distributors, Suppliers, Bankers,
Shareholders, the Central and State
Governments.