Sangam (India) Ltd Directors Report

Sangam Ventures Limited (SVL), a wholly-owned subsidiary of the Company, has been established with the aim of setting up a world-class manufacturing plant for seamless garments. SVL?s product range will include garments made from advanced blends such as polyamide, spandex, polypropylene, and natural fibres. This initiative is in line with the Company?s strategy to expand its product portfolio and tap into emerging segments of the garment manufacturing industry.

The Company does not have any associate companies during the period under review.

A statement detailing the salient features of the financial statements of the subsidiaries, as required under the first proviso to Section 129(3) read with Rule 5 of the Companies (Accounts) Rules, 2014, is provided in Annexure I of this report.

The Audited Consolidated Financial Statements for the financial year ending 31^st March, 2025, have been prepared in accordance with applicable accounting standards as prescribed under the Companies Act, 2013 and the Companies (Accounts) Rules, 2014. These statements have been consolidated based on the financials received from the wholly-owned subsidiary, Sangam Ventures Limited (SVL), and approved by the Board of Directors.

In accordance with the provisions of Sections 124 and 125 of the Companies Act, 2013, along with the relevant provisions of the IEPF Authority (Accounting, Audit, Transfer, and Refund) Rules, 2016 (hereinafter referred to as "IEPF Rules"), the Company is mandated to transfer the amount of any unclaimed dividend to the Investor Education and Protection Fund (IEPF) after a period of seven years from the date of such dividend becoming due for payment. Furthermore, the IEPF Rules require the transfer of equity shares to the IEPF if the dividend on such shares remains unpaid or unclaimed for seven consecutive years.

During the year under review, the Company has transferred the Unclaimed Dividend amount of Rs. 5,11,878 and 14,183 Equity Shares to the IEPF. Shareholders whose unclaimed dividends or shares transferred to the IEPF may claim these, including any benefits arising from such shares, by following the procedure outlined under the applicable provisions of the Companies Act, 2013.

During the financial year under review, the Company has not accepted any deposits within the meaning of Section 73 to 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposit) Rules, 2014. There are no outstanding deposit as on 31^st March, 2025.

Particulars of loans given, investments made, guarantees provided and securities furnished by the Company in accordance with Section 186 of the Companies Act, 2013 are included in the notes to the Standalone Financial Statements of the Company. These transactions have been conducted in compliance with the regulatory requirements.

All related party transactions during the financial year were conducted on an arm?s length basis and in the ordinary course of business. These transactions have been carried out in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no material related party transactions with Promoters, Directors, Key Managerial Personnel (KMP), or their relatives that may conflict with the interests of the Company at large.

The particulars of contracts and arrangements with related parties, as required under Section 188(1) of the Companies Act, 2013, are disclosed in Annexure II of this Board?s Report, in the prescribed AOC-2 format.

Prior omnibus approval of the Audit Committee is sought on an annual basis for related party transactions of a repetitive nature, with specific approvals obtained for unforeseen transactions. A statement detailing all related party transactions is presented to the Audit Committee and the Board of Directors on a quarterly basis, specifying the nature, value, and terms and conditions of the transactions.

The Board of Directors comprises of 8 members out of which 4 are Independent Directors, including one woman Independent Director.

As per Section 152(6) of the Companies Act, 2013, Mr. V.K. Sodani, Executive Director, is liable to retire by rotation and, being eligible, has offered himself for re-appointment at the ensuing Annual General Meeting.

The following changes in the Directors and KMPs took place during the year under review:

• Mr. Yaduvendra Mathur ceased to be a Non-Executive Independent Director of the Company on 4^th May, 2024,

due to his sad demise. The Board places on record its heartfelt gratitude for his invaluable contributions to the growth of the Company and prays for the peace of his soul.

• Mr. Dinesh Chander Patwari, Mr. Upendra Prasad Singh, and Mrs. Irina Garg were appointed as NonExecutive Independent Directors of the Company with effect from 12^th August, 2024, for a term of 3 years.

• Dr. Tapan Kumar Mukhopadhyay and Mr. Achintya Karati ceased to be Non-Executive Independent Directors of the Company on 23^rd September, 2024, after completing two consecutive terms of 5 years each.

• Mrs. Aparna Sahay ceased to be a Non-Executive Independent Director of the Company on 26^th October, 2024, as her tenure was completed.

• Mr. Arjun Agal was appointed as the Company Secretary of the Company on 31^st July, 2024.

The Key Managerial Personnel ("KMP") of the Company as

of the reporting date are:

All the Independent Directors have provided declarations confirming that they meet the criteria of independence as defined under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. They have also confirmed compliance with the Code of Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

The terms and conditions of the appointment of the Independent Directors are available on the Company?s website.

The Nomination and Remuneration Policy of the Company governs the appointment of Directors and Senior Management personnel, as well as the fixation of their remuneration. The Nomination and Remuneration Committee, along with the Board, has reviewed and evaluate the performance of the Board, its committees,and individual Directors and expressed satisfaction with their performance.

In a separate meeting, the Independent Directors also reviewed the performance of the non-independent directors, the Chairperson, and the Board as a whole. They discussed the quality, quantity, and timeliness of the information shared with the Board and expressed their satisfaction in this regard.

The Board of Directors of the Company comprises eminent individuals with proven credentials in their respective fields. They bring with them strong financial acumen, leadership capabilities, strategic insight, and a high degree of integrity. In addition to their wide-ranging experience, the Directors are committed to the long-term success of the Company and actively contribute to Board discussions, policy-making, and strategic planning.

During the financial year 2024-25, the Board met five (5) times on 10^th May, 2024, 31^st July, 2024, 12^th August, 2024, 25^th October, 2024 and 12^th February, 2025. The intervening gap between the meetings was well within the limits prescribed under the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and Secretarial Standards-1 issued by the Institute of Company Secretaries of India (ICSI).

The Board regularly reviews and monitors the Companys performance, financials, strategy, risks, governance practices, and regulatory compliance.

The details of attendance of Directors at Board meetings, the composition of various Committees, and other disclosures are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

The Company recognises and values the importance of a diverse Board in enhancing governance quality and effectiveness. The Board?s composition reflects a balance of industry knowledge, functional expertise, and gender diversity.

The core skills, expertise, and competencies identified and mapped to each individual Director are outlined in the Corporate Governance Report.

Your Company has always believed in inclusive and sustainable growth. In accordance with Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted a CSR Committee and formulated a CSR Policy.

During the year under review, the Company has undertaken a wide array of CSR initiatives focused on health, education, community development, and environmental sustainability. A total expenditure of Rs. 499.43 Lakhs was incurred on CSR activities in FY 2024-25.

The detailed annual report on CSR activities in the prescribed format is annexed as Annexure - III to this Report.

The Company has formulated a comprehensive Risk Management Policy in line with the provisions of the Companies Act, 2013 and the Listing Regulations. The policy outlines the Companys approach to identifying, assessing, and managing key risks that may impact its objectives.

A Risk Management Committee has been constituted by the Board, which regularly reviews the risk framework and suggests appropriate mitigation measures. The key risks and their mitigation strategies are reviewed periodically to ensure resilience and continuity of business operations.

The Company has in place an effective system of Internal Financial Controls. These controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in compliance with applicable laws.

The internal audit function, conducted by an independent firm, operates under the supervision of the Audit Committee. Reports from the internal auditors are reviewed periodically, and corrective actions are taken where necessary.

The statutory auditors, M/s. R. Kabra & Co. LLP and M/s.

O.P Dad & Co., have confirmed in their audit report that the Company has adequate internal financial controls with reference to financial statements and that such controls were operating effectively during the year.

The Company has formulated the Whistle Blower Policy / Vigil Mechanism in pursuance of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (LODR) Regulations, 2015. With the objective of pursuing the business in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour and to encourage and protect the employees who wish to raise and report their genuine concerns about any unethical behaviour, actual or suspected fraud or violation of Companys Code of Conduct.

This mechanism encourages directors and employees to report genuine concerns or unethical practices within the organisation in a confidential manner.

During the year under review, no complaints were received under the Vigil Mechanism. The Audit Committee reviews the functioning of the mechanism at regular intervals.

Your Company is firmly committed to upholding the highest standards of Corporate Governance, ensuring transparency, integrity, accountability, and ethical conduct in all its operations and interactions with stakeholders. The Company has consistently aligned its governance framework and practices with the best-in-class standards and has fully complied with the requirements laid down in the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The governance structure of the Company is designed to support the effective management of business while protecting and enhancing shareholder value. The Board of Directors exercises its fiduciary responsibilities with active oversight of the Companys business and strategic direction through well-established Board Committees including the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, and Risk Management Committee.

A Corporate Governance Report, together with a certificate from a Practicing Company Secretary, confirming compliance with the provisions of the SEBI Listing Regulations, forms an integral part of this Annual Report.

The Company has comprehensive Code of Conduct applicable to the Board of Directors and the Senior Management Personnel in accordance with Regulation 17(5) of the SEBI Listing Regulations.

The Code is intended to provide guidance on the conduct of business and ethical behavior expected from the Directors and Senior Management. It covers compliance with laws, integrity in financial reporting, fair dealing, equal opportunity employment, and protection of Company assets and information.

All members of the Board and Senior Management have affirmed compliance with the Code of Conduct for the financial year ended 31^st March, 2025. A declaration to this effect, duly signed by the Managing Director, is included in this Report.

In accordance with Sections 139 and 142 of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, and pursuant to the recommendations of the Audit Committee and approval of the shareholders at the 36^th Annual General Meeting held on 29^th September 2022:

• M/s. R. Kabra & Co. LLP Chartered Accountants (Firm Registration No. 104502W/W100721), appointed as Statutory Auditors for first term of five years, and

• M/s. O.P Dad & Co., Chartered Accountants (Firm Registration No. 002330C), were appointed for second term of five years, to hold office until the conclusion of the 41^st Annual General Meeting of the Company to be held in the year 2027.

The Statutory Auditors Reports on the standalone and consolidated financial statements for the financial year ended 31 ^st March, 2025, do not contain any qualifications, reservations, adverse remarks, or disclaimers. The relevant Notes to Accounts forming part of the financial statements are self-explanatory and provide further clarity on the financial matters referred to in the Auditors Reports. Accordingly, no further explanation is required under Section 134(3)(f) of the Companies Act, 2013.

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records and conduct a cost audit for the applicable products as prescribed by the Central Government.

In compliance with these provisions and based on the recommendation of the Audit Committee, the Board of Directors has appointed M/s. K.G. Goyal & Company, Cost Accountants, Jaipur (Firm Registration No. 000017), as the Cost Auditors of the Company for the financial year 2024-25.

Further, the Board of Directors on recommendation of Audit Committee, at their meeting held on 29^th May, 2025 has approved the appointment of M/s. K.G. Goyal & Company, Cost Accountants, Jaipur (Firm Registration No. 000017), as the Cost Auditors of the Company for the financial year 2025-26. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for financial year 2025-26 is provided in the Notice of the ensuing Annual General Meeting.

The Company has maintained all necessary cost records as specified under the Act and the Rules made thereunder. The Cost Auditor shall submit their report to the Board within the prescribed timelines.

In accordance with Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has appointed M/s. B K Sharma and Associates, Company Secretaries (Membership No. 6206), as the Secretarial Auditors to conduct the Secretarial Audit of the Company for the financial year 2024-25.

The Secretarial Audit Report issued by the Secretarial Auditor for the year ended 31^st March, 2025 is annexed to this Report as Annexure IV. The report confirms that the Company has complied with all applicable laws, rules, and regulations and does not contain any qualification, reservation, adverse remark, or disclaimer. The observations made in the Report are self-explanatory and do not require any further explanation.

Further, the Board of Directors on recommendation of Audit Committee, at their meeting held on 29^th May, 2025 has approved the appointment of M/s. B K Sharma and Associates, Company Secretaries, as the Secretarial Auditors of the Company for a period of five consecutive financial years commencing from the Financial Year 2025-26 to Financial Year 2029-30, subject to the approval of shareholders at the ensuing Annual General Meeting.

As mandated under Regulation 24A of the SEBI Listing Regulations, the Company shall obtain an Annual Secretarial Compliance Report from M/s. B K Sharma and Associates, Company Secretaries, for the financial year 2024-25.

In accordance with the provisions of Section 143(12) of the Companies Act, 2013, it is hereby confirmed that during the financial year under review, no instance of fraud has been reported by the Statutory Auditors, Internal Auditors, Cost Auditors or Secretarial Auditors of the Company to the Audit Committee or the Board of Directors.

The Company maintains a strong commitment towards providing a safe, respectful, and inclusive work environment, particularly for women employees. In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted a formal Prevention of Sexual Harassment (POSH) Policy, which is gender-neutral in nature.

An Internal Complaints Committee (ICC) has been duly constituted in accordance with the statutory provisions to address complaints, if any, related to sexual harassment at the workplace. The Committee operates with complete autonomy and is responsible for investigating and redressing grievances, ensuring due process.

During the financial year ended 31 ^st March, 2025, the Company did not receive any complaint pertaining to sexual harassment.

In compliance with the provisions of Section 197(12) of the Companies Act, 2013, read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing the requisite details is annexed to this Report as Annexure-V.

As required under Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relevant details relating to the conservation of energy, technology absorption, and foreign exchange earnings and outgo are furnished in Annexure-VI, forming part of this Board?s Report.

The Company continuously strives to minimise its environmental footprint by implementing energy- efficient technologies, waste management practices, and sustainable production methods, thereby reinforcing its commitment to environmental stewardship and resource optimisation.

Your Company places high importance on maintaining transparent and continuous engagement with its investors. During the year under review, the Company actively interacted with both domestic and global investors through:

• One-on-one meetings

• Group conference calls

• Post-results earnings calls

• Investor presentations and reports

The Board has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons, in accordance with the SEBI (Prohibition of Insider Trading) Regulations, 2015 ("SEBI PIT Regulations") and concerned persons, while in possession of UPSI and during the Closure of trading windows.

The Code is designed to:

• Preserve confidentiality of unpublished price- sensitive information (UPSI),

• Prevent misuse of such information,

• Regulate trading in the Companys securities by designated persons and their immediate relatives and concerned persons, while in possession of UPSI and during the Closure of trading windows.

Your Directors further confirm that during the financial year ended 31^st March, 2025, there were no transactions or events requiring disclosure or reporting under the following headings:

a) Issue of equity shares with differential rights as to dividend, voting, or otherwise;

b) Significant and material orders passed by Regulators, Courts, or Tribunals which may impact the going concern status of the Company or its future operations;

c) Applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 (IBC), and the status of such applications as at the end of the financial year.

Pursuant to the requirement under clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors hereby confirms and states that:

1. In the preparation of the annual financial statements the Company has followed the applicable accounting standards along with providing necessary explanations and disclosures relating to any material departures, if any;

2. They have selected and applied accounting policies consistently and made judgments and estimates that are prudent and reasonable so as to give a true and fair view of the Companys state of affairs as on 31^st March, 2025 and of the profit for the financial year ended on that date;

3. They have taken proper and sufficient care to ensure the maintenance of adequate accounting records as required under the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities;

4. The annual accounts have been prepared on a going concern basis, reflecting the Companys continued operational viability and future prospects;

5. They have laid down internal financial controls to be followed by the Company and such controls are adequate and have been operating effectively during the year; and

6. They have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

The Management Discussion and Analysis Report for the financial year ended 31 ^st March, 2025, as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Annual Report and is presented separately to provide insights into the Companys business performance, industry outlook, risks, opportunities, and future strategies.

The equity shares of the Company continue to be listed on the following Stock Exchanges:

• BSE Limited (BSE)

• National Stock Exchange of India Limited (NSE)

The listing fees for the financial year 2025-26 have been duly paid to these Exchanges within the prescribed time.

In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formulated a Dividend Distribution Policy aimed at ensuring transparency, sustainability, and fairness in dividend declarations.

In accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared and presented the Business Responsibility and Sustainability Report (BRSR) for the financial year 2024-25.

The BRSR highlights the Companys performance on various environmental, social, and governance (ESG) parameters and reflects its commitment to sustainable and responsible business practices. The report forms part of this Annual Report.

Your Directors wish to place on record their sincere appreciation for the continued support, assistance, and cooperation extended by the Companys customers, vendors, financial institutions, banks, government authorities, and all other stakeholders during the year under review.

The Directors also acknowledge and appreciate the dedicated efforts and commitment of the Companys employees at all levels, whose hard work and perseverance have been instrumental in the Companys sustained growth and performance.