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Sangam India Ltd Directors Report

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Jun 15, 2026|05:30:00 AM

Sangam India Ltd Share Price directors Report

To the Members,

The Board of Directors is pleased to present the 40th Annual Report of the Company, along with the Audited Financial Statements for the financial year ended 31st March, 2026.

FINANCIAL PERFORMANCE AND HIGHLIGHTS

Theaudited financial statements (standalone and consolidated) ofthe Company, prepared in accordance with Indian Accounting Standards (Ind AS), are provided in this Annual Report. Highlights ofthe financial performance (standalone and consolidated) of the Company for the financial year ended 31st March, 2026, is summarised below:

FINANCIAL PERFORMANCE AND HIGHLIGHTS (UPDATED)

Particulars Standalone Consolidated
Current Year 2025-26 Previous Year 2024-25 Current Year 2025-26 Previous Year 2024-25
Revenue from Operations 3,189.50 2,843.01 3,234.53 2,856.95
Other Income 11.89 19.26 8.05 15.37
Total Income 3,201.39 2,862.27 3,242.58 2,872.32
Total Expenses 3,078.18 2,816.83 3,123.11 2,821.48
Profit before Exceptional Items & Tax 123.21 45.44 119.47 50.84
Exceptional Items 6.64 6.64 6.64 6.64
Profit Before Tax 116.57 38.80 112.83 44.20
Tax Expense 30.87 11.33 30.23 12.40
Profit After Tax 85.70 27.47 82.60 31.80

OPERATIONAL PERFORMANCE AND STATE OF AFFAIRS Standalone Performance:

For the financial year 2025-26, the Company recorded revenue from operations of Rs.3,189.50 Crores as compared to Rs.2,843.01 Crores in the previous financial year, registering a growth of 12.18%. The growth was driven by improved realisations, a favourable product mix, and sustained demand across both domestic and export markets, supported by enhanced operational efficiencies.

The Company witnessed a notable improvement in its operating performance during the year. EBITDA margins expanded on account of better capacity utilisation, operating leverage, and continued focus on cost optimisation initiatives, particularly in power, fuel, and other overhead expenses. The benefits of ongoing modernisation and process improvements also contributed to enhanced efficiency levels across manufacturing operations.

The Profit After Tax (PAT) for the year stood at Rs.85.70 Crores as against XTIA1 Crores in FY 2024-25, reflecting a significant improvement in profitability. The increase in earnings was primarily driven by margin expansion, improved cost absorption, and disciplined financial management.

From a segment perspective, the Company continued to witness stable performance across its yarn and fabric

businesses, with improved contribution from value-added and export-oriented segments. The Companys integrated business model enabled it to effectively manage input cost volatility while maintaining competitive positioning in key markets.

During the year, the Company continued its strategic investments in capacity expansion and modernisation. While these initiatives have resulted in relatively higher finance costs and depreciation in the short term, they are expected to strengthen the Companys competitive positioning, improve operational efficiency, and support sustainable growth over the medium to long term.

Consolidated Performance:

On a consolidated basis, the Company reported revenue from operations of Rs.3,234.53 Crores for FY 2025-26 as compared to Rs.2,856.95 Crores in the previous year, registering a growth of 13.22%. The growth was supported by improved demand conditions, better realisations, and increased contribution from key business segments, including exports.

The Company recorded a strong improvement in operating performance at the consolidated level. EBITDA margins expanded during the year, driven by operating leverage, improved capacity utilisation, and continued focus on cost optimisation across key expense heads. The benefits

of scale, integration, and operational synergies across business units contributed positively to overall margin enhancement.

The consolidated Profit After Tax (PAT) stood at Rs.82.60 Crores as compared to ^31.80 Crores in FY 2024-25, reflecting a substantial increase. The improvement in profitability was primarily driven by higher revenues, improved margin profile, and better absorption of fixed costs.

From a business perspective, the Company benefited from its integrated operations and diversified product portfolio, which enabled it to effectively navigate input cost volatility and maintain competitiveness across domestic and international markets. The contribution from subsidiaries also supported overall consolidated performance.

EXPANSION PROGRAMME

During the year under review, the Company has undertaken strategic capital expenditure and expansion initiatives aimed at strengthening its operational capabilities, enhancing sustainability, and supporting long-term growth.

Recycled Polyester Staple Fiber (RPSF) Project - Bhilwara

The Company has undertaken the acquisition of a Recycled Polyester Staple Fiber (RPSF) manufacturing unit located at Village Lambia Kalan, Bhilwara (Rajasthan). This strategic initiative is aligned with the Companys focus on sustainable and eco-friendly manufacturing practices by reducing dependence on virgin polyester and promoting circular economy principles.

The total consideration for the acquisition is Rs.54.51 Crores (plus applicable GST). The transaction has been funded through a term loan of Rs.27.65 Crores from UCO Bank (out of the sanctioned limit of Rs.34.00 Crores), with the balance amount of Rs.26.86 Crores funded through internal accruals.

Solar Power Project - Jaisalmer & Bhilwara

The Company has proposed a renewable energy project involving the installation of a 38.15 MWp solar power capacity across its manufacturing units at Bhilwara and at a Solar Park in Jaisalmer (Rajasthan), primarily for captive consumption.

This initiative is aimed at reducing carbon emissions, optimizing energy costs, and enhancing long-term sustainability. By integrating renewable energy into its operations, the Company continues to strengthen its commitment towards environmental responsibility.

The total project cost is Rs.167.18 Crores, which is being financed through a term loan of Rs.125.00 Crores from Export Import Bank of India, with the balance Rs.42.18 Crores being met through internal accruals.

The tentative date of commencement of commercial operations (DCCO) is 1st July, 2025.

PV Yarn Expansion & Modernisation - Bhilwara & Chittorgarh

The Company has initiated an expansion-cum- modernisation programme for its PV Yarn manufacturing facilities located at Bhilwara and Chittorgarh (Rajasthan). The project includes installation of advanced machinery, technological upgradation, and infrastructure enhancements.

This initiative is expected to increase production capacity, improve product quality, and strengthen the Companys competitive position in both domestic and international markets.

The total project cost is Rs.207.00 Crores, which is being funded through a term loan of Rs.155.00 Crores from Export Import Bank of India, with the balance Rs.52.00 Crores financed through internal accruals.

The tentative date of commencement of commercial operations (DCCO) is 1st April, 2028.

TRANSFER TO RESERVE

The Board of Directors has not proposed to transfer any amount to the General Reserve during the financial year under review.

DIVIDEND

The Board of Directors is pleased to recommend a dividend of t2/- per equity share of Rs.10/- each @ 20% for the financial year 2025-25. This dividend is subject to the approval of the shareholders at the ensuing Annual General Meeting.

SHARE CAPITAL

During the financial year under review, there was no change in the authorised share capital of the Company. The authorised share capital remains unchanged at Rs.82,50,00,000 (Rupees Eighty-Two Crores Fifty Lakhs Only), comprising 5,40,00,000 equity shares of Rs.10 each and 1,85,00,000 non-cumulative redeemable preference shares of Rs.10 each.

EMPLOYEES BENEFITS SCHEME(S)

The Company has adopted the Sangam (India) Limited Employees Stock Option Scheme - 2022 ("ESOP Scheme, 2022"), as amended, with a total pool of 22,50,000 options, in compliance with the provisions of the SEBI (Share Based Employee Benefits and Sweat Equity Shares) Regulations, 2021.

The scheme is administered through the Sangam (India) Limited Employees Welfare Trust under the supervision of the Nomination and Remuneration Committee and/or the Board of Directors. The Trust acquires equity shares of the Company from the secondary market for the purpose of implementation of the scheme in accordance with the applicable regulatory framework.

The relevant disclosures pertaining to the ESOP Scheme, 2022, as required under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity Shares) Regulations, 2021, are available on the Companys website at: https://sangamgroup.com/fmancials/

Handbook/ESOP Disclosure FY 25-26.pdf.

A certificate from the Secretarial Auditors confirming that the scheme has been implemented in accordance with the aforesaid SEBI Regulations shall be placed before the shareholders at the ensuing 40th Annual General Meeting.

WHOLLY OWNED SUBSIDIARY COMPANY

Sangam Venture Limited, a wholly owned subsidiary of the Company, has been incorporated with the objective of establishing a state-of-the-art manufacturing facility for seamless garments. The proposed product portfolio of Sangam Venture Limited includes garments made from advanced fibre blends such as polyamide, spandex, polypropylene, and natural fibres. This initiative aligns with the Companys strategic focus on product diversification and entry into high-growth segments within the textile value chain.

In accordance with the provisions of the first proviso to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing the salient features of the financial statements of the subsidiary, in the prescribed Form AOC-1, is annexed to this Report as Annexure I.

The Company has formulated a Policy for determining Material Subsidiaries in line with Regulation 16(1 )(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said policy is available on the Companys website at:

https://sangamgroup.com/fmancials/Policies/Material Subsidiaries Policv.pdf.

JOINT VENTURE/ASSOCIATE COMPANY

The Company has entered into a Share Purchase Agreement to acquire a 49% equity stake in Clean Max Kenai Private Limited, a company engaged in the generation and transmission of renewable energy. This strategic investment is aimed at augmenting the Companys captive renewable energy capacity of up to 20

MW for its Rajasthan-based plants through a Wind-Solar Hybrid captive project, thereby improving long-term cost efficiency and sustainability.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026 have been prepared in accordance with the applicable Indian Accounting Standards (Ind AS) notified under the Companies (Accounts) Rules, 2014 read with Section 133 of the Companies Act, 2013.

The consolidated financial statements have been prepared on the basis of the audited financial statements of the wholly owned subsidiary, Sangam Venture Limited and in accordance with the applicable principles of consolidation. The said financial statements have been duly approved by the Board of Directors.

UNCLAIMED DIVIDEND AND SHARES

Pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), the Company is required to transfer dividends that remain unclaimed for a period of seven years from the date of transfer to the Unpaid Dividend Account to the Investor Education and Protection Fund (IEPF). Further, in accordance with the IEPF Rules, equity shares in respect of which dividends have remained unpaid or unclaimed for seven consecutive years are also liable to be transferred to the IEPF.

During the financial year under review, the Company transferred unclaimed dividend amounting to ^1,50,183 and 5,016 equity shares to the IEPF in compliance with the applicable provisions.

Shareholders whose dividend amounts or shares have been transferred to the IEPF may claim the same, along with all associated benefits, by submitting an application in the prescribed Form IEPF-5 and following the procedure specified under the Act and the Rules made thereunder.

The details of unclaimed dividends and shares transferred to the IEPF are available on the Companys website at: https://sangamgroup.com/financials/UnclaimedDivision/ IEPF 2 2025.pdf.

PUBLIC DEPOSITS

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 deposits as on 31st March, 2026.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN, AND SECURITIES PROVIDED

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.

PARTICULARSOF CONTRACTS ANDARRANGEMENTS WITH RELATED PARTIES

All related party transactions entered into during the financial year were conducted in the ordinary course of business and on an arms length basis, in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There were no material related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel (KMP), or their relatives which could have a potential conflict with the interests of the Company.

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 to this Boards Report in the prescribed Form AOC-2.

The Company has obtained omnibus approval from the Audit Committee on an annual basis for related party transactions of a repetitive nature. In addition, all related party transactions are placed before the Audit Committee and the Board on a quarterly basis for review, along with details of their nature, value, and terms and conditions.

The Policy on Related Party Transactions, as approved by the Board of Directors, is available on the Companys website at: https://sangamgroup.com/financials/Policies/ RPT Policy.pdf.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors of the Company comprises eight (8) Directors, including four (4) Independent Directors, one of whom is a woman Independent Director, in compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In accordance with the provisions of Section 152(6) of the Companies Act, 2013, Mr. Ram Pal Soni, Whole-Time Director, is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, has offered himself for re-appointment. The Board of Directors on receipt of his

consent, have recommended his re-appointment for the approval of the shareholders.

During the year under review, the following change took place in the composition of the Board:

¦ Mr. Sudhir Maheshwari was re-appointed as a Non-Executive Independent Director of the Company for a second term of five (5) consecutive years. His re-appointment wasapproved by the Board of Directors at its meeting held on 29th May, 2025, and is effective from 1st August, 2025.

The Key Managerial Personnel ("KMP") of the Company, in terms of Section 203 of the Companies Act, 2013, as on 31st March, 2026, are as follows:

¦ Mr. R.P Soni - Chairman

¦ Dr. S.N. Modani - Vice Chairman

¦ Mr. Anurag Soni - Managing Director

¦ Mr. V.K. Sodani - Executive Director

¦ Mr. S.R. Dakhera - Chief Financial Officer

¦ Mr. Arjun Agal - Company Secretary

All Independent Directors have submitted declarations confirming that they meet the criteria of independence as prescribed 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 for Independent Directors as prescribed in Schedule IV of the Companies Act, 2013.

The terms and conditions of appointment of Independent Directors are available on the Companys website at https:// sangamgroup.com/fmancials/Policies/Conditions.pdf.

NOMINATION AND REMUNERATION POLICY OF THE COMPANY RELATING TO DIRECTORS APPOINTMENT, REMUNERATION, AND DISCHARGE OF THEIR DUTIES

The Company has in place a Nomination and Remuneration Policy, formulated in accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy lays down the criteria for appointment, qualifications, attributes, independence, and remuneration of Directors, Key Managerial Personnel, and Senior Management personnel.

The Nomination and Remuneration Committee oversees the implementation of the Policy and ensures that the composition of the Board and senior management is aligned with the Companys strategic objectives and governance standards.

The Policy also provides a framework for performance evaluation of the Board, its Committees, and individual Directors. The detailed process and outcome of such evaluation are provided in the section on "Annual Board Evaluation" of this Report.

The Nomination and Remuneration Policy is available on the Companys website at: https://sangamgroup.com/ financials/Policies/Remuneration Policy.pdf.

ANNUAL BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the applicable Rules framed thereunder, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out an annual evaluation of its own performance, as well as that of its Committees and individual Directors.

The evaluation framework has been designed in accordance with the Nomination and Remuneration Policy of the Company and covers various aspects, including composition of the Board, effectiveness of Board processes, quality of deliberations, strategic guidance, oversight of management, and governance practices.

The evaluation of the Board, its Committees, and individual Directors was carried out through a structured mechanism, which included criteria such as participation in meetings, contributiontostrategicdecision-making,domainexpertise, and independence of judgment.

A separate meeting of the Independent Directors was held during the year, wherein they evaluated the performance of the Non-Independent Directors, the Chairperson, and the Board as a whole. The Independent Directors also assessed the quality, quantity, and timeliness of the flow of information between the Management and the Board, which is critical for effective discharge of duties.

The Board noted the outcome of the evaluation process and expressed satisfaction with the overall effectiveness of its functioning, its Committees, and individual Directors.

BOARD MEETINGS

During the financial year 2025-25, the Board of Directors met five (5) times on 29th May, 2025, 1st August, 2025, 7th August, 2025, 10th November, 2025 and 21st January, 2025. The gap between two consecutive meetings was within the limits prescribed under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), and Secretarial Standard-1 issued by the Institute of Company Secretaries of India (ICSI).

Details relating to the attendance of Directors, composition of the Board and its Committees, and other governance disclosures are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

BOARD DIVERSITY AND COMPETENCY MAPPING

The Company recognises that an appropriately diverse Board is critical to enhancing governance effectiveness and ensuring balanced and informed decision-making. The Board comprises members with a judicious mix of experience across the textile industry, finance, strategy, operations, risk management, sustainability, and corporate governance, along with adequate gender diversity.

Considering the nature of the Companys business, significant emphasis has been placed on domain expertise in the textile value chain, including spinning, weaving, processing, and global trade dynamics. This enables the Board to effectively oversee strategic initiatives, operational performance, and evolving market conditions.

In accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board has identified key skills, expertise, and competencies required for its effective functioning. The detailed matrix mapping these core competencies to individual Directors is disclosed in the Corporate Governance Report, forming part of this Annual Report.

SECRETARIAL STANDARDS

The Company has complied with the applicable provisions of Section 118 of the Companies Act, 2013, and the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as amended from time to time.

The Company has in place adequate systems and processes to ensure compliance with the applicable Secretarial Standards, and such systems have been reviewed by the Board and are operating effectively.

AUDIT COMMITTEE

The Audit Committee of the Company is duly constituted in accordance with the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

All members of the Committee are financially literate, and the Committee is chaired by Mr. Dinesh Chander Patwari, an Independent Director possessing relevant financial and accounting expertise. The Committee assists the Board in discharging its oversight responsibilities with respect to the integrity of financial reporting, adequacy of internal

financial controls, effectiveness of the audit process, and compliance with applicable statutory and regulatory requirements.

The terms of reference of the Audit Committee are aligned with the regulatory requirements and include, inter alia, oversight of the financial reporting process, review of quarterly and annual financial statements, monitoring auditor independence and performance, and evaluation of internal audit systems and risk management framework.

Further details relating to the composition of the Committee, meetings held during the year, and attendance of members are provided in the Corporate Governance Report, which forms an integral part of this Annual Report.

MATERIAL CHANGES AND COMMITMENTS

I n terms of Section 134(3)(l) of the Companies Act, 2013, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with Regulation 25(7) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a structured Familiarisation Programme for Independent Directors.

These programmes are designed to provide insights into the Companys business operations, industry dynamics (including the textile value chain), strategic priorities, risk management framework, and governance practices. The programmes also aim to enhance Directors understanding of their roles, rights, and responsibilities.

The details of such Familiarisation Programmes, including the number of programmes conducted and hours spent, are available on the Companys website:

https://sangamgroup.com/financials/Policies/FP%20

Policy.pdf.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company is committed to inclusive and sustainable growth and continues to integrate social and environmental considerations into its business strategy.

In accordance with Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Board has constituted a Corporate Social Responsibility (CSR) Committee to oversee the implementation and monitoring of the CSR Policy and initiatives of the Company.

The CSR Committee functions under the overall supervision of the Board and provides periodic updates on CSR activities, including project implementation, fund utilisation, and impact assessment, wherever applicable. The CSR Policy lays down the guiding principles and framework for undertaking CSR programmes in line with the statutory requirements.

The composition of the CSR Committee, its terms of reference, and details of meetings are disclosed in the Corporate Governance Report, forming part of this Annual Report. The CSR Policy is also available on the Companys website at https://sangamgroup.com/financials/Policies/ CSR Policy.pdf.

CSR ACTIVITIES AND EXPENDITURE

During the financial year under review, the Company undertook various Corporate Social Responsibility (CSR) initiatives in the areas of healthcare, education, community development, and environmental sustainability, in alignment with its CSR Policy.

The Company has incurred a total expenditure of Rs.119.27 Lakhs towards CSR activities for the financial year 2025-25, in compliance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.

The Annual Report on CSR activities, containing the details as prescribed under the aforesaid provisions, is annexed to this Report as Annexure III.

RISK MANAGEMENT POLICY

The Company has in place a comprehensive Risk Management Policy in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The policy provides a structured framework for identification, assessment, monitoring, and mitigation of risks that may impact the achievement of the Companys objectives.

The Board has constituted a Risk Management Committee in line with the regulatory requirements, which assists the Board in overseeing the implementation of the risk management framework. The Committee periodically reviews key enterprise risks, evaluates mitigation strategies, and monitors their effectiveness to ensure business resilience and continuity.

The risk management framework covers strategic, operational, financial, regulatory, and sustainability- related risks, and is integrated with the Companys overall governance processes.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has established and maintains adequate Internal Financial Controls ("IFC") with reference to financial statements, commensurate with the size and nature of its operations. Such controls are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements in accordance with applicable accounting standards and statutory requirements.

The Company has adopted policies and procedures for ensuring orderly and efficient conduct of its business, includingadherencetotheCompanyspolicies,safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The internal audit function is carried out by an independent firm and operates under the supervision of the Audit Committee. Internal audit findings and reports are reviewed periodically, and appropriate corrective actions are taken to strengthen the control environment.

The Joint Statutory Auditors, M/s. R. Kabra & Co. LLP and M/s. O.P. Dad & Co., have expressed their opinion in their audit report that the Company has, in all material respects, adequate internal financial controls with reference to financial statements and that such controls were operating effectively as at 31st March, 2026.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has established a Vigil Mechanism/Whistle Blower Policy in accordance with the provisions of Section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The mechanism provides a formal framework for directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud, or violations of the Companys Code of Conduct, in a confidential manner. Adequate safeguards are in place to protect whistle blowers against any form of victimisation or retaliation and to ensure direct access to the Chairperson of the Audit Committee in appropriate cases.

The policy is hosted on the Companys website at: https://sangamgroup.com/financials/Policies/Whistle Blower Policy.pdf.

During the financial year under review, no complaints were received under the Vigil Mechanism. The Audit Committee periodically reviews the functioning and effectiveness of the mechanism.

CORPORATE GOVERNANCE REPORT

The Company is committed to maintaining high standards of Corporate Governance, anchored in transparency, accountability, integrity, and ethical conduct across all aspects of its operations. The governance framework of the Company is aligned with applicable statutory requirements and best practices, and is in compliance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations").

The Board of Directors provides strategic direction and oversight through its Committees, including the Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee, and Risk Management Committee, thereby ensuring effective governance and protection of stakeholder interests.

A detailed Corporate Governance Report, along with a certificate from a Practicing Company Secretary confirming compliance with the conditions of Corporate Governance as stipulated under the SEBI Listing Regulations, forms an integral part of this Annual Report.

CODE OF CONDUCT

The Company has adopted a comprehensive Code of Conduct applicable to the members of the Board of Directors and Senior Management Personnel, in accordance with Regulation 17(5) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Code lays down the principles and standards governing ethical conduct, including compliance with applicable laws and regulations, integrity in financial reporting, avoidance of conflicts of interest, fair dealing, safeguarding of Company assets, and maintaining confidentiality of information.

All members of the Board and Senior Management Personnel have affirmed compliance with the Code of Conduct for the financial year ended 31st March, 2026. A declaration to this effect, signed by the Managing Director, forms part of this Annual Report.

AUDITORS AND AUDITORS REPORT A. STATUTORY AUDITORS

In accordance with the provisions of 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 Members at the 36th Annual General Meeting held on 29th September, 2022:

¦ M/s. R. Kabra & Co. LLP, Chartered Accountants (Firm Registration No. 104502W/W100721), were appointed as Statutory Auditors of the Company for a term of five consecutive years; and

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

The Reports issued by the Joint Statutory Auditors on the Standalone and Consolidated Financial Statements of the Company for the financial year ended 31st March, 2026, do not contain any qualification, reservation, adverse remark, or disclaimer.

The Notes to the Accounts referred to in the Auditors Reports are self-explanatory and, therefore, do not call for any further explanation in terms of Section 134(3)(f) of the Companies Act, 2013.

B. COST AUDITOR

Pursuant to the provisions of 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 in respect of applicable products as prescribed by the Central Government.

Based on the recommendation of the Audit Committee, the Board of Directors had 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 2025-26.

Further, on the recommendation of the Audit Committee, the Board of Directors at its meeting held on 22nd April, 2026 has approved the appointment of M/s. K.G. Goyal & Company, Cost Accountants, Jaipur (Firm Registration No. 000017), as the Cost Auditors for the financial year 2026-27. A resolution seeking ratification of the remuneration payable to the Cost Auditors for the financial year 2026-27 forms part of the Notice of the ensuing Annual General Meeting.

The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013 and the Rules made thereunder. The Cost Auditors shall submit their report to the Board within the prescribed timelines.

C. SECRETARIAL AUDITORS

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

(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors, on the recommendation of the Audit Committee, had approved the appointment of M/s. B K Sharma and Associates, Company Secretaries (Membership No. 6206), as the Secretarial Auditors of the Company for a period of five consecutive financial years commencing from the financial year 2025-26 up to the financial year 2029-30, which was subsequently approved by the Members at the 39th Annual General Meeting.

The Secretarial Audit Report for the financial year ended 31st March, 2026, issued by the Secretarial Auditor, is annexed to this Report as Annexure IV. The said Report does not contain any qualification, reservation, adverse remark, or disclaimer.

The observations, if any, made in the Secretarial Audit Report are self-explanatory and do not call for any further explanation in terms of Section 134(3)(f) of the Companies Act, 2013.

Annual Secretarial Compliance Report

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained the Annual Secretarial Compliance Report from M/s. B K Sharma and Associates, Company Secretaries, for the financial year 2025-26.

The said Report confirms compliance with all applicable SEBI Regulations and circulars/guidelines issued thereunder and has been duly submitted to the Stock Exchanges within the prescribed timelines. The Report is also available on the Companys website at: https://sangamgroup.com/financials/Handbook/ Secretarial%20compliance%20report%202026.pdf

REPORTING OF FRAUDS BY AUDITORS

In accordance with the provisions of Section 143(12) of the Companies Act, 2013, the Board hereby confirms that no instances of fraud were reported by the Statutory Auditors, Internal Auditors, Cost Auditor, or Secretarial Auditors to the Audit Committee or the Board of Directors during the financial year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company is committed to providing a safe, respectful, and inclusive work environment for all its employees, with a special emphasison the well-being ofwomen. Incompliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)

Act, 2013, the Company has in place a comprehensive 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 requirements to address complaints relating to sexual harassment at the workplace. The Committee functions independently and is entrusted with the responsibility of ensuring timely redressal of complaints, while adhering to the principles of natural justice.

During the financial year ended 31st March, 2026, no complaints pertaining to sexual harassment were received by the Company.

PARTICULARS OF REMUNERATION OF DIRECTORS/ KMP/EMPLOYEES

Pursuant to 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 prescribed particulars of remuneration of Directors, Key Managerial Personnel, and employees is annexed to this Report as Annexure V.

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

Pursuant to the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption, and foreign exchange earnings and outgo are provided in Annexure VI, forming part of this Boards Report.

The Company continues to undertake initiatives aimed at conserving energy, adopting efficient technologies, and optimizing the use of resources. It remains committed to minimizing its environmental impact through the implementation of energy-efficient measures, effective waste management practices, and sustainable operational processes.

PREVENTION OF INSIDER TRADING

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.

The Code of Conduct is published on the Companys website at: https://sangamgroup.com/financials/Policies/ Code Conduct regulate report Designated Persons.pdf.

Code of Practices and Procedures for Fair Disclosure of UPSI, including a policy for determination of legitimate purposes, has also been adopted by the Board of Directors and is available at: https://sangamgroup.com/fmancials/ Policies/Code UPSI Disclosure.pdf.

GENERAL DISCLOSURES

Your Directors confirm that during the financial year ended 31st March, 2026, there were no transactions or events requiring disclosure under the following heads:

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 impacting the going concern status of the Company or its future operations; and

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

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

1. In the preparation of the annual financial statements for the financial year ended 31st March, 2026, the applicable accounting standards have been followed and no material departures have been made, except as disclosed, if any;

2. Appropriate accounting policies have been selected and applied consistently, and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026, and of the profit of the Company for the year ended on that date;

3. Proper and sufficient care has been taken 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;

4. The annual financial statements have been prepared on a going concern basis;

5. The Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the financial year ended 31st March, 2026, prepared in accordance with the provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms an integral part of this Annual Report. The Report provides a detailed overview of the Companys business operations, industry structure, performance, opportunities, risks, outlook, and strategic initiatives.

LISTING OF SHARES

The equity shares of the Company are listed on the following Stock Exchanges:

BSE Limited (BSE)

¦ National Stock Exchange of India Limited (NSE)

The listing fees for the financial year 2026-27 have been duly paid to these Exchanges within the prescribed time.

DIVIDEND DISTRIBUTION POLICY

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.

The detailed Dividend Distribution Policy is available on the Companys website and can be accessed at: https:// sangamgroup.com/financials/Policies/distrubution.pdf.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR)

In accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has prepared the Business Responsibility and Sustainability Report (BRSR) for the financial year 2025-26.

The BRSR outlines the Companys performance across key environmental, social, and governance (ESG) parameters and reflects its commitment to conducting business in a responsible and sustainable manner. The report forms an integral part of this Annual Report.

ANNUAL RETURN

Pursuantto the provisions of Section 92(3) ofthe Companies Act, 2013, read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year 2025-26, prepared in the prescribed format, is available for inspection. The same can be accessed on the Companys website at https:// sangamgroup.com/financials/Handbook/Form MGT-7 SIL 2026.pdf.

ACKNOWLEDGEMENT

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

The Directors also express their gratitude to the employees of the Company at all levels for their dedication, commitment, and contribution, which have played a vital role in the Companys sustained growth and performance.

For and on behalf of the Board of Directors
R.P. Soni
Place: Bhilwara Chairman
Date: 22nd April, 2026 (DIN: 00401439)

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