Pil Italica Lifestyle Ltd Directors Report

To The Members of

PIL ITALICA LIFESTYLE LIMITED

The Directors of your Company have pleasure in presenting the Thirty Fourth (34th) Annual Report together with the Audited accounts of the Company for the year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

Your Companys performance during the year as compared to the previous year is summarized below:

( In Lakhs)

Particulars	2025-26	2024-25
Revenue from Operations	10870.35	10083.18
Profit before Taxation	605.47	700.92
Less: Tax Expenses	156.11	176.66
Profit after Tax	449.36	524.26
Add: other Comprehensive Income
Add: Balance brought forward from Previous year	1531.33	1007.07
Balance Profit/(Loss) carry forward to the next year	1980.69	1531.33

2. STATE OF COMPANYS AFFAIRS

The company is engaged in the manufacturing of plastic moulded furniture, material handling products and waste management products. During the year, the Company earned Total Income of 10870.35 Lakhs as against 10083.18 Lakhs in corresponding previous year and earned a net profit after tax of 449.36 Lakhs. The Company is continuously launching new and innovative products and revenue from operation increased by 7.81% during this year.

The company has a total 4538 dealers, 410 direct dealers and 216 Distributors as on the Financial Year ended on 31.03.2026. The Company has its geographical presence in 22 States including 1 Union Territory in India. The total production during the year 2025-2026 is 5455.19 MT. The detailed explanation of Companys Affairs is given in Management Discussion and Analysis Report forming part of this Annual Report.

3. DIVIDEND

Keeping in view the requirement of funds for future expansions, your directors do not recommend any dividend for the year ended on March 31, 2026.

4. SHARE CAPITAL

The Paid-up Equity Share Capital of the Company as on 31st March 2026 stood at 2350.00 Lakhs comprising of 23,50,00,000 shares of 1/- each. The Company has not issued any further shares during the year.

5. LISTING OF SHARES

The Equity Shares of the Company are listed on National Stock Exchange of India Ltd., Exchange Plaza, C-1, Block G, Bandra Kurla Complex, Bandra (E) Mumbai 400 051 and BSE Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-400 001.

The Annual Listing Fees for the financial year 2026-27 have been paid.

6. CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the company.

7. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the company which have occurred between the end of the financial year of the Company to which the financial statement relates and the date of report.

8. TRANSFER TO RESERVES

No amount is proposed to be transferred to the Reserves for the financial year 2025-26.

9. DEPOSITS

The Company has not accepted any deposit falling within the purview of provisions of Section 73 of the Companies Act, 2013 (“the Act”) read with the Companies (Acceptance of Deposit) Rules, 2014 during the year under review.

10. PARTICULARS OF LOANS, GUARANTEE AND INVESTMENTS UNDER SECTION 186

Pursuant to section 186 of the Companies Act, 2013, disclosure relating to the loans given, investments made or guarantee given are provided in Notes to the Financial Statements forming part of the annual report.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related Party Transaction Policy as approved by the Audit Committee and the Board of Directors and the same displayed on the Companys website https://www.italica.com is in compliance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has a process in place to periodically review and monitor Related Party Transactions. During the year under review, all related party transactions were in the ordinary course of business and at arms length. The Audit Committee has approved the related party transactions for FY 2025- 26 and the estimated related party transactions for FY 2026-27. There were no related party transactions that conflict with the interest of the Company. The disclosure of Related Party Transactions as required in terms of Section 134(3)(h) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 are provided in Form AOC -2 as annexed vide “Annexure F” with this report.

12. ANNUAL RETURN

The copy of the Annual Return pursuant to the provisions of Section 92(3) read with Rule 12 of the Companies (Management and administration) Rules, 2014 has been placed on the website of the company which can be accessed at https://www.italica.com

13. NUMBER OF MEETINGS OF THE BOARD

During the financial year 2025-2026, the Board met Four (04) times held on 12.05.2025, 29.07.2025, 28.10.2025 and 20.01.2026.

14. COMMITTEE OF BOARD OF DIRECTORS

As on 31 March, 2026s, the Board has 4 Committees namely the Audit Committee, the Nomination and Remuneration Committee and Stakeholders Relationship Committee, Risk Management Committee. A detailed note on the Composition of the Board and its Committees and other relevant details is provided in the report on Corporate Governance annexed to this report.

15. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE

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

16. RISK MANAGEMENT

The Company believes that managing risks helps in maximizing returns. A risk management Policy have been developed and implemented by the company for identification of elements of risk if any, which in opinion of board may threaten the existence of the company. It aims to identify commodity prices, Price fluctuation of raw material and finished goods, Credit Risks, inflation, Strategic Risks, etc. Board of Directors of the company periodically reviews the effectiveness of risk management framework and system. However, in the opinion of Board, none of the above-mentioned risks threatens the existence of the company.

17. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL WHO HAVE APPOINTED OR HAVE RESIGNED

(a) Changes in the Board of Directors:

During the year under review, no change has occurred in the Board of Directors of the company.

(b) Retire by Rotation:

Mr. Narendra Bhanawat (DIN: 00146824), being the longest in the office, will retire by rotation at the forthcoming annual general meeting and being eligible, has offered himself for reappointment. The Board of Directors of your Company has recommended his re- appointment

(c) Key managerial personnel:

Pursuant to the provisions of Section 203 of the Act, following were the Key Managerial Personnel of the Company as on 31 March 2026: Mr. Daud Ali, Chairperson and Managing Director

Mr. Narendra Bhanawat,

Whole Time Director and Chief Financial Officer

Mr. Rajat Raja Kothari

Company Secretary

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (5) of the Companies Act, 2013, the directors to the best of their knowledge and belief confirm that: a) In the preparation of the annual accounts, the applicable Indian accounting standards had been followed along with proper explanation relating to the material departures; b) the directors had selected such accounting policies and applied them consistently and made judgment 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. 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.

19. INDEPENDENT DIRECTORS AND THEIR MEETING

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act and Regulation 16(1)(b) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘the Listing Regulations). In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.

During the year under review a separate meeting of the Independent Directors of the Company was held on March 07, 2026, without the presence of other Directors and members of Management. The Independent Directors reviewed the performance of Non-Independent Directors and the Board as a whole, performance of Chairperson of the Company and assessed the quality, quantity and timelines of flow of information between the Company management and the Board.

20. STATUTORY AUDITORS

M/s. H.R.Jain& Co., Chartered Accountants, Udaipur (ICAI FRN:000262C), were appointed as Statutory Auditors of the Company at the 30th Annual General Meeting held on June 30, 2022 to hold office till the conclusion of the 35thAnnual General Meeting held in the year 2027-28. M/s. H.R.Jain& Co. has confirmed that they are not disqualified from continuing as Auditors of the Company.

21. QUALIFICATION IN THE AUDITORS REPORT - BOARDS COMMENTS OR EXPLANATION

The Auditors Report does not contain any qualification, reservation or adverse remark or disclaimer.

22. SECRETERIAL AUDITORS AND THEIR REPORT

The secretarial audit report given by M/s P. Talesara & Associates, Practicing Company Secretary under the provisions of Section 204 of the Companies Act, 2013 for the Financial Year 2025-26 does not contain any qualification, reservation or adverse remark. The secretarial audit report is provided as Annexure A forming part of this report.

23. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Management Discussion and Analysis Report is presented as a separate section as Annexure B forming part of annual report.

24. MAINTENANCE OF COST RECORDS

The Company is required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. We have broadly reviewed such records and are of the opinion that, prima facie, the prescribed cost records have been made and maintained. However, we have not conducted a detailed examination of these records to determine whether they are accurate or complete.

25. CEO/CFO CERTIFICATE

Chief Executive Officer and Chief Financial Officer compliance certificate as stipulated under Regulation 17(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is present as Annexure 3 in this report.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed pursuant to Section 134 of the Companies Act, 2013 are as follows:

A. CONSERVATION OF ENERGY

Your company is continuously engaged in the process of energy conservation and is continuously putting its efforts to improve energy management by way of monitoring energy related parameters on regular basis.

To achieve the above objective, the following steps are taken to

cut down the consumption of energy:

Installation of Energy Efficient Equipment / Device- The Company reduce demand load to save fixed power charges and installed APFC Panel to maintain Power factor.

Creating awareness of energy saving within the organization to avoid wastage of energy.

R&D Activities and Adopting new Technology.

B. TECHNOLOGY ABSORPTION

(i) Efforts made towards technology absorption:

Continuously monitoring the production patterns and inclusion of new tested technology products.

Constantly striving towards developing of new designs and products.

Investing in new technology of moulds and machinery.

(ii) Benefits derived as a result of the above efforts:

Increase in the production along with the improvement in quality.

New and Innovative designed products.

New designed products are also catching attention of the export market.

(iii) The company has not imported any technology during the year under review and also the expenditure incurred on Research and Development activity is insignificant.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars	Amount ( in Lakhs)
Earnings	NIL
Outgo	269.40

27. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Company has spent the amount as per the provisions of Section 135 of the Companies Act. Though the total amount to be spend for CSR is less than INR 50 lakhs therefore the liability to form CSR Committee does not arise. The Board formed its CSR Policy and accordingly amount has been spent through various CSR activities. The Company is committed to operate and grow its business in a socially responsible way, while reducing the environmental impact of its operations and increasing its positive social impact. It aims to achieve growth in a responsible way by encouraging people to take small everyday actions that will make a big difference. The CSR Policy of the company is available on the website of the company at www.italica.com. The salient features of the CSR Policy forms a part of the Annual Report on CSR activities, in terms of Rules 8 of the Companies (Corporate Social Responsibility Policy) Rules 2014), which contains details of CSR initiative taken by the Company during the year as annexed vide “Annexure-E” attached to the this Report.

As part of its initiatives under “corporate social responsibility” (CSR), the company has contributed funds for the building of old age home. The contributions in this regard have been made to the registered trust, which is undertaking these schemes.

28. NOMINATION AND REMUNERATION POLICY

The Company has in place the Nomination and Remuneration Committee. The Company has formulated the Nomination and Remuneration Policy on Directors, Key Managerial personnel and Senior Management Personnel, their appointment and remuneration including the criteria for determining qualifications, positive attributes and independence of director. The Remuneration Policy is placed on the website of the Company www.italica.com under Investor Relation section and is also annexed as Annexure C.

29. CORPORATE GOVERNANCE REPORT

The report on Corporate Governance as stipulated under Regulation 34(3) read with Para C of Schedule V of the Listing Regulations is annexed as Annexure D.

30. ANNUAL PERFORMANCE EVALUATION

During the year under review, pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board has carried out an Annual Performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its various Committees. A separate meeting was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement, safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board at its meeting following the meeting of Independent Director.

31. FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarized with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. from time to time. The Company makes consistent efforts to acquaint the Board with the overall business performance covering all Business verticals, by way of presenting specific performance of each Plant (based on predefined factory rating parameters), Product Category and Corporate Function from time to time. Details of familiarization programme to companys independent directors can be accessed at the companys website www.italica.com under policy head.

32. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Your Companys Whistleblower Policy encourages Directors and employees to bring to your Companys attention, instances of illegal or unethical conduct, actual or suspected incidents of fraud, actions that affect the financial integrity of your Company, or actual or suspected instances of leak of unpublished price sensitive information that could adversely impact your Companys operations, business performance and/or reputation. The Policy requires your Company to investigate such incidents, when reported, in an impartial manner and take appropriate action to ensure that the requisite standards of professional and ethical conduct are always upheld. Anonymous complaints are also entertained if the complaint sets out specific allegations & verifiable facts, and is accompanied with supporting evidence. It is your Companys Policy to ensure that no complainant is victimized or harassed for bringing such incidents to the attention of your Company, and to keep the information disclosed during the course of the investigation as confidential. The practice of the Whistleblower Policy is overseen by the Audit Committee and no employee was denied access to the Committee during the year. The Whistleblower Policy is available on your Companys corporate website at www.italica.com.

33. DISCLOSURE ON THE REMUNERATION OF MANAGERIAL PERSONNEL

None of the employees was in receipt of remuneration excess of the limits prescribed under rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Details pertaining to remuneration as required under section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

1. The ratio of remuneration of each director to the median remuneration of the employees of the company for the FY 2025-26	Mr. Daud Ali	10.85:1
	Mr. Narendra Bhanawat	2.36:1

2. The percentage increase in remuneration of each Director, CFO, CEO, CS or manager if FY 2025-26

Name	Designation	Increase in Remuneration in the Financial Year 2025-26 (%)
Mr. Daud Ali	Managing Director	No increase in FY 2025-26
Mr. Narendra Bhanawat	Whole time Director and Chief Financial Officer	Increase by 13.82 %
Mr. Rajat Raja Kothari	Company Secretary and Compliance Officer	Increase by 18.65 %

3. The percentage increase in the median

3. The percentage increase in the median	The percentage increase in the median remuneration of the employees
3. The percentage increase in the median remuneration of employees in the financial year 2025-26	The percentage increase in the median remuneration of the employees in the financial year 25-26 is 5.67%
4. The number of permanent employees on the rolls of the company as on March 31, 2026	235 employees as at March 31, 2026
5. Average percentile increases already made in the salaries of employees other than managing personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration	Average percentile increase in the salaries is around 5.67 % in case of employees and percentile increase in managerial remuneration in case of Narendra Bhanawat, whole time director is 13.82% and in case of Daud Ali, Managing Director, no increase in 25-26.
6. Affirmation that the remuneration is as per the remuneration policy of the company	It is affirmed that the remuneration paid is as per the remuneration policy of the company

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

35. DEPOSITORY SYSTEM

The Company has already entered into agreements with both the depositories i.e. National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

36. INTERNAL FINANCIAL CONTROL

The Company has an internal control system, commensurate with the size, scale and complexity of its operations. The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthen the controls.

Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board. During the year, such controls were tested and no reportable material weaknesses in the design or operation were observed.

37. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meetings.

38. FRAUD AGAINST THE COMPANY

No fraud has been reported by the Statutory Auditors during the Financial Year 2025-2026 pursuant to the provisions of Section 143(12) of the Act.

39. APPLICATION MADE OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,2016 (31 OF 2016) :

Neither any application made or nor any proceeding is pending under Insolvency and Bankruptcy Code, 2016.

40. 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 :

During the year the Company has not entered into any One Time Settlement with banks or financial institutions.

41. DISCLOSURE ON MATERNITY BENEFITS:

Your Company remains committed to promoting the health, well-being, and rights of its women employees. In accordance with the provisions of the Maternity Benefit Act, 1961, as amended by the Maternity Benefit (Amendment) Act, 2017, PIL Italica Lifestyle Limited has implemented all necessary measures to support women employees during and after pregnancy. The Company provides maternity benefits which are in strict accordance with the provisions of the Maternity Benefit Act, 1961, as amended, and have been duly adopted and incorporated into the Companys employment policy. These entitlements are extended to all eligible women employees in line with statutory compliance. During the financial year under review, the Company has not received any grievances or complaints related to maternity benefits, and remains fully compliant with the applicable legal and regulatory requirements.

42. GENERAL

Your directors state that no disclosure on reporting is required in respect of the following items as there were no transactions on these items during the year under review: a) Issue of Equity Shares with differential voting rights as to dividend, voting or otherwise. b) Business Responsibility Statement c) Issue of shares (including sweat equity shares) to employees of the company under any scheme. d) No significant and material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and companys operations in future.

43. ACKNOWLEDGEMENT

Your Directors place on record their appreciation for assistance and co-operation received from various Ministries and Department of Government of India and other State Governments, financial institutions, banks, shareholders of the Company etc.

The management would also like to express great appreciation for the commitment and contribution of its employees for their committed services. Your Directors wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and excel.

	For and on behalf of the Board of Directors
	Sd/-	Sd/-
	Daud Ali	Narendra Bhanawat
Place: Udaipur	Managing Director	Whole Time Director & CFO
Date: 07.05.2026	DIN: 00185336	DIN: 00146824