2. Review of Operations and State of
Company's Affairs:

For the Financial Year ended March 31, 2026, revenue
from operations stood at ?780.63 Crore, down 5.4%
from ?825.06 Crore in previous year. Net profit for the
year was ?44.53 Crore against ?51.45 Crore in the
prior year, a decline of 13.4%. There is no change in
company affairs or business by the Company during
the period under review.

3. Capacity Expansion:

During the year, the Company continued its expansion
plans and has incurred capex spend of '25.34 Crore.

4. Reserves:

As permitted by the Companies Act, 2013, and Rules
made thereunder, the Directors do not propose to
transfer any amount to the General Reserve pertaining
to the Financial Year 2025-26.

5. Dividend:

The Board of Directors have not recommended any
Dividend for the Financial Year ended March 31, 2026.

Pursuant to the requirement of Regulation 43A
of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
formulated and adopted Dividend Distribution Policy
which is available on the website of the Company
athttps://www.sudarshan.com/investor/company-
policies/

6. Corporate Governance, Management
Discussions and Analysis Report
and Business Responsibility and
Sustainability Report:

The Company is committed to compliance with
standards, ensuring checks and balances between
the Board and Management, as well as a sustainable
approach to creating value for all stakeholders.
As stipulated under the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015,
Report on Corporate Governance, Management
Discussion and Analysis Report as well as Certificate
confirming the compliance with the conditions of
corporate governance and Business Responsibility
and Sustainability Report are annexed herewith and
forms part of this Annual Report.

7. Significant material orders passed by
the regulators or courts or tribunals
impacting the going concern status
and Company's operations in future:

During the year under review, there has been no
such significant and material orders passed by the
regulators or courts or tribunals impacting on the
going concern status and Company's operations
in future.

8. Acquisition of the Global Pigment
Business Operations of Heubach
Group and Update on the Open Offer:

On April 22, 2024, the Company received a
communication from Heubach GmbH, a related party
within the Heubach Group, informing that it had issued
a press release announcing the filing of an application
for the opening of regular insolvency proceedings
over its assets with the competent insolvency court
in Braunschweig, Germany.

In the same communication, Heubach GmbH also
notified that it had applied for the Braunschweig
insolvency court to serve as the group court for the
German subgroup of the Heubach Group. The court
had appointed an insolvency administrator to evaluate
the feasibility of continuing business operations and
exploring potential restructuring or sale options.
Additionally, a preliminary insolvency administrator
and custodian were appointed by the court.

Subsequently, on May 03, 2024, the Company
received another communication from Heubach
Group GmbH, the erstwhile holding company of
Sudarshan Switzerland HLD1 AG (formerly known
as Heubach Holding Switzerland AG and Colorants
International AG and one of the Company's promoter
shareholders).

The notice stated that Heubach Group GmbH, along
with certain affiliated companies, had also filed for
insolvency proceedings over its assets with the
Braunschweig insolvency court.

Sudarshan Europe B.V., Wholly Owned Subsidiary
of Sudarshan Chemical Industries Limited, had
entered into a definitive agreement on October 11,

2024 for the acquisition of Global Pigment Business
Operations of Heubach Group through a combination
of an asset and share deal, subject to completion
of customary conditions and receipt of requisite
regulatory approvals.

The said acquisition was completed on March 03,

2025 for a preliminary purchase consideration of
approx. ?138,990.0 Lakh.

The acquisition comprised of the acquisition of
(a) Assets and business operations of (i) Heubach
Colorants Germany GmbH, (ii) Heubach GmbH

(iii) Dr. Hans Heubach GmbH and (iv) Heubach
Group GmbH and participations held by Sudarshan
Switzerland HLD1 AG (formerly known as Heubach
Holding Switzerland AG and Colorants International
AG), in downstream Group Companies in various
countries; and (b) 100% shareholding of Sudarshan
Lux Holding S.a.r.l. (formerly known as Heubach
Holding S.a.r.l.), a Luxemburg based Heubach Group
Company having investments in shareholding of
companies based in India and USA.

Pursuant to the acquisition related agreements, the
acquisition of assets, business operations and shares
were interdependent and were executed together to
acquire the entire business operations of the Heubach
Group. This acquisition was a strategic move aimed
at consolidating market expertise and expanding
global reach of Sudarshan Chemical Group in the
pigment industry.

Consequent to the aforesaid acquisition,
Sudarshan Europe B.V. ("Acquirer"), Wholly Owned
Subsidiary of Sudarshan Chemical Industries
Limited ("PAC-1") acquired entire shareholding
of Sudarshan Switzerland HLD1 AG (formerly
known as Heubach Holding Switzerland AG and
Colorants International AG) ("PAC-2") and Sudarshan
Switzerland HLD2 AG (formerly known as Heubach
Ebito Chemiebeteiligungen AG and Ebito
Chemiebeteiligungen AG) ("PAC-3"), promoters
of the Company, resulting in indirectly acquiring
36.56% and 17.80% shareholding, respectively, in
the Company.

The Acquirer along with PAC-1, PAC-2 and PAC-
3 had given an offer to the Public Shareholders to
acquire upto 60,01,268 (Sixty Lakh One Thousand
Two Hundred Sixty-Eight) Equity Shares of Face Value
of ?10/- (Rupees Ten Only) each of the Company
constituting 26.00% (Twenty-Six percent) of the
total voting Share Capital of the Company at an
Offer Price of ?602.03/- (Rupees Six Hundred and
Two and Paisa Three Only) in accordance with the
Securities and Exchange Board of India (Substantial
Acquisition of Shares and Takeovers) Regulations,
2011 ("Open Offer"). The Acquirer directly acquired
36,68,036 Equity Shares i.e. 15.89% shareholding of
the Company through the aforesaid Open Offer.

Post completion of the Open Offer on October
03, 2025, the Acquirer along with PAC-1, PAC-
2 and PAC-3 exercise control over the Company
constituting 70.25% of the total voting Share Capital
of the Company.

Accordingly, the Company is now a part of the
Sudarshan Chemical Group, one of the leading
global pigment manufacturers, with an expanded
international footprint, diversified product portfolio
and enhanced capabilities across key end-
use industries.

9. Change in name of the Company:

Consequent to the completion of acquisition of the
Global Pigment Business Operations by Sudarshan
Chemical Group, the Board of Directors had
considered and approved the proposed change in the
name of the Company from "HEUBACH COLORANTS
INDIA LIMITED" to "SUDARSHAN COLORANTS INDIA
LIMITED" and the consequent amendments to the
Memorandum of Association and the Articles of
Association of the Company subject to the approval
of the Shareholders of the Company by way of special
resolution and approvals of requisite statutory,
regulatory or governmental authorities, as may be
required under applicable laws.

The Company had received a name availability
letter dated October 22, 2025 from the Registrar of
Companies, Central Registration Centre, informing no
objection with respect to change in the name of the
Company as proposed above.

Accordingly, based on the approval accorded by
Shareholders through Postal Ballot on December
06, 2025, name of the Company was changed
from "HEUBACH COLORANTS INDIA LIMITED" to
"SUDARSHAN COLORANTS INDIA LIMITED" effective
December 12, 2025.

10. Highlights of Performance of
Subsidiary / Associate / Joint Venture
Companies:

As of March 31, 2026, the Company does not have
any subsidiary or joint venture or associate company.

Also, there were no instances where companies that
became or ceased to be subsidiaries, joint venture
companies or associate companies during the year.

For Financial Year 2025-26, the Company continues
to be classified as a material subsidiary of Sudarshan
Chemical Industries Limited, the ultimate Holding
Company of the Group.

11. Share Capital:

The paid-up Equity Share Capital as on March 31,
2026, was '23,08,17,980/-. There was no public issue,
rights issue, bonus issue or preferential issue etc.
during the year. The Company has not issued shares
with differential voting rights or sweat equity shares.

12. Details of Directors and Key
Managerial Personnel:

Your Company is dedicated to follow best practices
and values through a diverse Board that enhances
stakeholder value and ensures strong governance.
The Company's Board consists of highly skilled
and respected individuals who provide valuable
experience and leadership.

All the Independent Directors of the Company have
given declarations that they meet the criteria of
independence as prescribed under Section 149(6) of
the Companies Act, 2013 and Rules made thereunder
and Regulation 16(1)(b) of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations, 2015"), as amended from
time to time.

The Independent Directors have also confirmed that
they have complied with the Code for Independent
Directors prescribed in Schedule IV of the Companies
Act, 2013. There has been no change in the
circumstances affecting their status of Independent
Directors of the Company. The Independent Directors
have also given declaration of compliance with Rules
6(1) and 6(2) of the Companies (Appointment and
qualification of Directors) Rules, 2014, as amended
from time to time, with respect to their name appearing
in the data bank of Independent Directors maintained
by "The Indian Institute of Corporate Affairs, Manesar"
("IICA") and that they are exempt / have cleared the
Online Proficiency Assessment Test, as applicable.

In the opinion of the Board, all Independent Directors
possess requisite qualifications, experience, expertise
and hold high standards of integrity required to
discharge their duties with an objective independent
judgment and without any external influence. List of
key skills, expertise and core competencies of the
Board, including the Independent Directors forms part
of the Report on Corporate Governance.

The Board has also laid down a Code of Conduct for
Independent Directors pursuant to Section 149(8)
read with Schedule IV of the Act, which is a guide to
professional conduct for Independent Directors of the
Company. All Independent Directors have affirmed
compliance with this Code for the Financial Year
2025-26.

Changes in Directors and Key Managerial
Personnel:

I. During the year, there were following
changes in the composition of Board of
Directors:

Appointments:

Based on the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
approved appointment of the following Directors:

1. Mrs. Anu Wakhlu (DIN: 00122052) as an Additional
Director in the capacity of a Non-Executive
and Independent Director, for a term of 5 (five)
consecutive years effective April 14, 2025.
The Members approved her appointment as
a Non-Executive and Independent Director
through Postal Ballot on July 06, 2025.

2. Mr. Naresh Raisinghani (DIN: 00568298) as
an Additional Director in the capacity of a
Non-Executive and Independent Director, for
a term of 5 (five) consecutive years effective
April 14, 2025. The Members approved
his appointment as a Non-Executive and
Independent Director through Postal Ballot on
July 06, 2025.

3. Mr. Rajesh Rathi (DIN: 00018628) as an Additional
Director in the capacity of a Non-Executive and
Non-Independent Director, liable to retire by
rotation, effective April 14, 2025. The Members
approved his appointment as a Non-Executive
and Non-Independent Director, liable to retire by
rotation, through Postal Ballot on July 06, 2025.

4. Mr. Amitabha Mukhopadhyay (DIN: 01806781)
as an Additional Director in the capacity of a
Non-Executive and Independent Director, for
a term of 5 (five) consecutive years effective
April 14, 2025. The Members approved his
appointment through Postal Ballot on July
06, 2025.

5. Mr. Mandar Velankar (DIN: 11069055) as
an Additional Director in the capacity of a
Non-Executive and Non-Independent Director,
liable to retire by rotation, effective May 02,
2025. The Members approved his appointment
as a Non-Executive and Non-Independent
Director, liable to retire by rotation through
Postal Ballot on July 06, 2025.

6. Re-appointment of Mr. Sambit Roy
(DIN: 08291664) as a Managing Director of
the Company for a further term of 5 (five)
years commencing from November 25, 2025,
up to November 24, 2030, not liable to retire
by rotation. The Members approved his re¬
appointment as a Managing Director through
Postal Ballot on December 06, 2025.

7. Consequent to resignation tendered by
Mr. Amitabha Mukhopadhyay (DIN: 01806781)
as a Non-Executive and Independent Director
effective close of business hours on August
11, 2025, Mr. Amitabha Mukhopadhyay was
appointed as an Additional Director in the capacity
of a Non-Executive and Non-Independent
Director, liable to retire by rotation, effective
October 31, 2025. The Members approved
his appointment as a Non-Executive and
Non-Independent Director, liable to retire by
rotation, through Postal Ballot on December
06, 2025.

8. Appointment of Mrs. Sudha Navandar
(DIN: 02804964) as an Additional Director in the
capacity of a Non-Executive and Independent

Director, for a term of 5 (five) consecutive years
effective February 03, 2026. The Members
approved her appointment as a Non-Executive
and Independent Director through Postal Ballot
on April 09, 2026.

Cessations / Resignations:

1. Mr. Ravi Kapoor (DIN: 01761752) tendered his
resignation as a Chairman and Non-Executive
Director effective close of business hours on
July 16, 2025. Consequent to his resignation,
Mr. Rajesh Rathi, Non-Executive and
Non-Independent Director, was designated as a
Chairman effective July 16, 2025.

2. Mr. Jugal Sahu (DIN: 02629782) tendered his
resignation as an Executive Director effective
close of business hours on August 11, 2025.
However, Mr. Sahu continued to serve as a Chief
Financial Officer, Key Managerial Personnel and
Senior Management Personnel upto close of
business hours on March 09, 2026.

3. Mr. Amitabha Mukhopadhyay (DIN: 01806781)
tendered his resignation as a Non-Executive and
Independent Director effective close of business
hours on August 11, 2025, due to potential
conflict arising from increased engagement
with one of the group companies of Sudarshan
Chemical group, which might have potentially
affected his independence to continue as an
Independent Director. This was not envisaged
earlier when Mr. Mukhopadhyay joined the Board
of the Company. He confirmed that there were
no other reasons, material or otherwise, for his
resignation other than those mentioned above.
Further, based on the recommendation of the
Nomination and Remuneration Committee, the
Board of Directors approved appointment of
Mr. Mukhopadhyay as an Additional Director
in the capacity of a Non-Executive and
Non-Independent Director, liable to retire
by rotation, effective October 31, 2025. The
Members approved his appointment as a Non¬
Executive and Non-Independent Director, liable
to retire by rotation, through Postal Ballot on
December 06, 2025.

4. Mr. Kewal Handa (DIN: 0056826) tendered his
resignation as a Non-Executive and Independent
Director effective close of business hours on
October 28, 2025 due to pre-occupation. He
confirmed that there were no other reasons,
material or otherwise, for his resignation other
than those mentioned above.

5. Mr. Sunirmal Talukdar (DIN: 00920608) ceased
to be a Non-Executive and Independent Director
effective close of business hours on March 31,
2026, upon completion of his tenure.

The Board of Directors and Management placed on
record their deep appreciation for the contributions
made by Mr. Ravi Kapoor, Mr. Kewal Handa,
Mr. Sunirmal Talukdar and Mr. Jugal Sahu during their
association with the Company.

In accordance with the provisions of Section 152 of
the Companies Act, 2013 and Rules made thereunder
and as per Articles of Association of the Company and
based on the recommendations of the Nomination and
Remuneration Committee and the Board, Mr. Mandar
Velankar (DIN: 11069055), Non-Executive and
Non-Independent Director of the Company retires
by rotation and being eligible, offers himself for
re-appointment. A resolution seeking Shareholders'
approval for his re-appointment forms part of Notice
of the 69^th Annual General Meeting.

During the year under review, the Non-Executive
Directors of the Company had no material pecuniary
relationship or transactions with the Company,
other than sitting fees, commission, if any and
reimbursement of expenses incurred by them for
the purpose of attending meetings of the Board
/ Committee of the Company, if any. The Board
has made the recommendation for the above
appointment(s) / re-appointment(s) of Director(s)
based on the recommendation of the Nomination and
Remuneration Committee ("NRC") and the Committee
has made its recommendation after ensuring that
none of the Director(s) seeking appointment(s) / re¬
appointments) is debarred from holding the position
of a Director by virtue of any Order from SEBI, The
Ministry of Corporate Affairs ("MCA") or any other
Regulatory Authority. The Board is of the opinion that
the Independent Directors appointed / re-appointed /
proposed to be appointed are of integrity and possess
the requisite expertise and experience (including
the proficiency). Details of the Director(s) seeking
appointment(s) / re-appointment(s) including profile
of such Director(s), are given in the Notice convening
the 69^th Annual General Meeting of the Company.

II. Key Managerial Personnel

During the year under review, there were following
changes in the Key Managerial Personnel of
the Company:

a) Ms. Ashwini Natekar ceased to be an Interim
Company Secretary and Compliance Officer
effective July 16, 2025.

b) Mr. Adwait Joshi was appointed as a Company
Secretary and Compliance Officer effective
August 01, 2025.

c) Mr. Jugal Sahu ceased to be an Executive
Director effective August 11, 2025. However,
Mr. Sahu continued to act as a Chief Financial
Officer of the Company until March 09, 2026.

d) Mr. Sambit Roy was re-appointed as a Managing
Director for a term of five years effective November
25, 2025, based on the recommendation of the
Nomination and Remuneration Committee and
Board of Directors. Approval of Shareholders
was accorded on December 06, 2025, by way of
Postal Ballot.

e) Mr. Nilkanth Natu was appointed as a Chief
Financial Officer (Interim) effective May 11, 2026.

In accordance with the provisions of Section 203 of
the Companies Act, 2013 read with the Rules made
there under, the following were the Key Managerial
Personnel of the Company as on March 31, 2026:

1. Mr. Sambit Roy, Managing Director

2. Mr. Adwait Joshi, Company Secretary &
Compliance Officer (appointed w.e.f. August 01,
2025)

There were no other changes in the Key Managerial
Personnel of the Company during the year under
review except as mentioned above.

13. Number of meetings of the Board:

During the year under review, the Board of Directors
met 6 (six) times on April 14, 2025, May 30, 2025,
July 16, 2025, August 11, 2025, October 31,2025,
February 03, 2026.

The maximum interval between any two meetings did
not exceed 120 days as prescribed in the Companies
Act, 2013 and Rules made thereunder.

14. Audit Committee:

Pursuant to the provisions of Section 177 of the
Companies Act, 2013, and Rules made thereunder
and Regulation 18 of the SEBI Listing Regulations,
2015, the Company has in place an Audit Committee.

The details on the composition, meeting, attendance,
etc. of the Audit Committee are provided in the
Corporate Governance Section of the Annual Report.
The Board has accepted all the recommendations
of the Audit Committee during the Financial year
under review.

Details of the current committee members are also
available on website of the Company athttps://www.
sudarshan.com/investor/company-policies/

15. Conservation of energy, technology
absorption, foreign exchange
earnings and outgo:

As required under section 134(3)(m) of the Companies
Act, 2013 read with Rule 8(3) of the Companies
(Accounts) Rules, 2014, the relevant information and

data for the year ended March 31, 2026, are annexed
to this report as "Annexure A".

16. Corporate Social Responsibility

In terms of the provisions of Section 135 of the
Companies Act, 2013 read with Companies
(Corporate Social Responsibility Policy) Rules, 2014,
as amended from time to time, the Board of Directors
of your Company has constituted a Corporate Social
Responsibility ("CSR") Committee. Details of the
current committee members are also available on
website of the Company athttps://www.sudarshan.
com/investor/company-policies/

Your Company also has a CSR policy in place and
the same is available on the website of the Company
athttps://www.sudarshan.com/investor/company-
policies/. A detailed report as per Rule 8 of the
Companies (Corporate Social Responsibility Policy)
Rules, 2014, is annexed as "Annexure B", forming part
of this report.

17. Nomination and Remuneration Policy

The Board has, based on the recommendation of
Nomination and Remuneration Committee, framed
a policy on Nomination and Remuneration of its
Directors and Key Managerial Personnel, which is
available on the website of the Company athttps://
www.sudarshan.com/investor/company-policies/

18. Board Evaluation and Familiarization
programme:

Pursuant to the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the
Board has carried out the annual evaluation of its own
performance and Board Committees by seeking the
input of Directors on various aspects of the Board/
Committee Governance. The Board has reviewed
the performance of the individual Directors and the
Chairperson. The manner in which the evaluation
has been carried out is stated in the Corporate
Governance Report.

The details of programme for familiarization of the
Independent Directors of your Company are available
on the Company's website athttps://www.sudarshan.
com/investor/company-policies/

19. Particulars of Employees

As per provisions of Section 197 of the Companies
Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, as amended, disclosure

pertaining to the particulars of employees who are in
receipt of remuneration is annexed as "Annexure C".

The statement of particulars of employees pursuant
to Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
forms part of this Annual Report. However, pursuant
to proviso to Section 136 (1) of the Companies Act,
2013, the report and accounts are being sent to
members excluding this statement of particulars
of employees. Any member interested in obtaining
a copy of this statement, may write to Company
Secretary at shares@sudarshan.com

20. Disclosure pursuant to Section
197(14) of the Companies Act, 2013,
and Rules made thereunder

The Managing Director of the Company is not in
receipt of any remuneration and / or commission
from any Holding / Subsidiary Company, as the case
may be.

21. Directors' Responsibility Statement

Pursuant to the requirement under Section 134(3)(c)
of the Companies Act, 2013 with respect to Directors'
Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for
the year ended March 31, 2026, the applicable
accounting standards have been followed
along with proper explanation relating to
material departures;

ii. 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 as of March 31,
2026, and of the profit and loss of the Company
for that period;

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

iv. The Directors have prepared the annual accounts
on a going concern basis;

v. 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

vi. 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.

22.Statutory Auditor & Audit Report

M/s. M S K A & Associates LLP (formerly known as
M/s. M S K A & Associates), Chartered Accountants
(Firm Registration No. 105047W), were re-appointed
as Statutory Auditors of the Company at the 68^th
Annual General Meeting held on September 29, 2025,
for a term of 5 (Five) consecutive years, commencing
from the conclusion of the 68^th Annual General
Meeting till the conclusion of the 73^rd Annual General
Meeting to be held in the year 2030.

The Company has received a confirmation from
M/s. M S K A & Associates LLP to the effect that they
continue to be eligible to hold office as Statutory
Auditors of the Company and are not disqualified
from continuing as such in terms of the provisions
of Section 139 and other applicable provisions,
if any, of the Companies Act, 2013 and the Rules
made thereunder.

The Auditors' Report for the financial year ended
March 31, 2026, does not contain any qualification,
reservation, adverse remark or disclaimer.

23.Cost Audit

The Board of Directors, in pursuance of order
under Section 148 of the Companies Act, 2013 had
appointed Mrs. Ashwini Kedar Joshi (Sole Proprietor),
Cost Accountant, Pune (Registration No.: 102387), as
Cost Auditors of the Company to carry out the audit
of the cost accounts of the Company for the Financial
Year 2026-27.

As required under the Companies Act, 2013, the
remuneration payable to the Cost Auditor is required
to be ratified by the Shareholders of the Company.
Accordingly, resolution seeking Shareholders'
approval for ratification of the remuneration to be paid
to Cost Auditor is included in the Notice convening the
69^th Annual General Meeting.

Further, the Board hereby confirms that the
maintenance of cost records specified by the Central
Government as per Section 148(1) of the Companies
Act, 2013, and Rules made thereunder, is required and
accordingly, such accounts / records have been made
and maintained.

24.Secretarial Audit Report and
Secretarial Standards

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

made thereunder and Regulation 24A of the SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, M/s. J. B. Bhave &
Co., Practicing Company Secretaries (Peer Review
Certificate No. 1238/2021; UIN: S1999MH025400),
were appointed as Secretarial Auditors of the
Company for a term of 5 (five) consecutive years
commencing from the Financial Year 2025-26.

The Secretarial Audit Report for the Financial Year
ended March 31, 2026, issued by M/s. J. B. Bhave

6 Co., is annexed to this Report as "Annexure D".
The said Report does not contain any qualification,
reservation, adverse remark or disclaimer.

The Company has complied with the applicable
Secretarial Standards, namely 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.

25.lnternal Financial Controls and their
Adequacy

The details in respect of Internal Financial Controls
and their adequacy are included in the Management
Discussion & Analysis Report, which forms part of
this Report.

26.lnternal Auditors

M/s. Mahajan & Aibara, Chartered Accountants, were
appointed as Internal Auditors of the Company and
carried out the internal audit in accordance with the
scope defined by the Audit Committee from time
to time.

During the year under review, the Board of Directors,
based on the recommendation of the Audit Committee,
appointed PricewaterhouseCoopers Services LLP as
the Internal Auditors of the Company with effect from
October 31, 2025.

27. Extract of Annual Return

Pursuant to the provisions of Section 92(3) of the
Companies Act, 2013, the Annual Return in Form MGT-

7 as on March 31, 2026, is available on Company's
website at www.sudarshan.com

28. Risk Management Policy

The Company has a robust Risk Management Policy
to identify, evaluate business risks and opportunities.
This framework seeks to create transparency,
minimize adverse impact on the business objectives
and enhance the Company's competitive advantage.
Many risks identified by the business and functions
are systematically addressed through mitigating
actions on a continuing basis. The Company has

framed a Risk Management Policy to manage the risks
involved in all activities of the Company, to maximize
opportunities and minimize adversities.

I n accordance with the provisions of the SEBI
Listing Regulations, 2015, the Board of Directors of
the Company has constituted a Risk Management
Committee. Particulars of the committee are provided
in the Report on Corporate Governance forming part
of this Annual Report.

29. Related Party Transactions

In line with the requirements of Companies Act, 2013
and SEBI Listing Regulations, 2015, the Company has
framed a Policy on Material Related Party Transactions
which is available on Company's website athttps://
www.sudarshan.com/investor/company-policies/

All Related Party Transactions entered during the year
under review were in ordinary course of business and
on arm's length basis. All Related Party Transactions
were placed before the Audit Committee for review,
approval and/or ratification, as the case may be. Prior
omnibus approvals are granted by Audit Committee
for Related Party Transactions which are of repetitive
nature, entered in the ordinary course of business and
are on arm's length basis. There were no transaction
requiring disclosure under section 134(3)(h) of the
Act. Hence, the prescribed Form AOC-2 does not form
a part of this Report.

30. Particulars of loans, guarantees or
investments:

The details of loans, guarantees and investments
covered under the provisions of Section 186 of the
Companies Act, 2013, are given in the notes forming
part of Financial Statements.

31. Public Deposits:

During the year under review, the Company has not
accepted any deposit from the public / members
pursuant to Section 73 and Section 76 of the
Companies Act, 2013 read with the Companies
(Acceptance of Deposits) Rules, 2014, as amended
from time to time, and hence as on March 31, 2026
there are no deposits outstanding.

32. Vigil Mechanism/ Whistle Blower
Policy:

The Company believes in upholding professional
integrity and ethical behavior in the conduct of its
business. To uphold and promote these standards,
the Company has adopted Whistle Blower Policy for its
Directors and Employees to report genuine concerns
about unethical behavior, actual or suspected fraud
or violation of the Code of Conduct without fear
of reprisal.

During the year under review, one complaint was
received under the Whistle-Blower Mechanism.
Upon completion of the investigation, the complaint
was found to be frivolous and motivated by malicious
intent. Accordingly, the complaint was closed and
disposed of.

The vigil mechanism / whistle blower policy is available
on the Company's website athttps://www.sudarshan.
com/investor/company-policies/

33.Prevention of Sexual Harassment of
Women at Workplace:

The Company has in place an Anti-Sexual Harassment
Policy in line with the requirements of The Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.

The Company has the Policy on Prevention of Sexual
Harassment at Workplace which is available on the
website of the Company athttps://www.sudarshan.
com/investor/company-policies/

Further, below is the status of complaints received
under 'The Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013:

34. Constitution of Internal Complaints
Committee:

The Company has Internal Complaint Committee
("ICC") in place and complied with all the requirements
of provisions of Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal)
Act, 2013.

35. Details in respect of fraud reported
by auditors under Sub-Section (12)
of Section 143 of the Companies Act,
2013:

No matter of actual or alleged fraud has been reported
by the auditors under Sub-Section (12) of Section 143
of the Companies Act, 2013.

36. Details of application made or any
proceeding pending under the
Insolvency and Bankruptcy Code,
2016, during the year along with their
status as at the end of the Financial

Year: Nil, hence, not applicable.

37. Details of difference between
amount of the valuation done at the
time of one-time settlement and the
valuation done while taking loan from
the Banks or Financial Institutions
along with the reasons thereof:

Nil, hence not applicable.

38. No. of employees as on the closure of
the Financial Year:

39. Compliance of provisions of the
Maternity Benefit Act, 1961:

The company is in compliance with the applicable
provisions of Maternity Benefit Act, 1961.

40. Recognition:

Details of the awards received during the year under
review are disclosed separately in this Annual Report.

41. Other Disclosures:

Change in nature of business

During the year, there has been no change in the
nature of the business of the company.

Details of deposits which are not in
compliance with the Chapter V of the Act:

Nil

Material changes and commitments,
if any, affecting the financial position of
the Company:

During the year, there have been no instances of
material changes and commitments, if any, affecting
the financial position of the Company.

42.Acknowledgement

The Board of Directors wishes to place on record
its sincere appreciation for the support received
from its stakeholders including shareholders,
bankers, distributors, suppliers and business
associates. The Directors recognize and appreciate
the sincere and hard work, loyalty, dedicated
efforts and contribution of all the employees that
ensured sustained performance in a challenging
business environment.

For and on behalf of the Board of Directors

Rajesh Rathi Sambit Roy

Chairman Managing Director

DIN (00018628) DIN (08291664)

Place: Frankfurt, Germany Place: Navi Mumbai

Date: May 11, 2026 Date: May 11, 2026