SBC Exports Ltd Directors Report

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (the Company or SBC), along with the audited financial statements, for the financial year ended March 31, 2026. The consolidated performance of the Company and its subsidiary has been referred to wherever required.

1. RESULTS OF OUR OPERATIONS AND STATE OF AFFAIRS

The Companys financial performance for the financial year under review along with previous years figures is given hereunder:-

(Amount in Lakhs)

PARTICULARS	STANDALONE		CONSOLIDATED
	31.03.2026	31.03.2025	31.03.2026	31.03.2025
Revenue from Operations	30142.10	23152.95	40320.71	30004.52
Other Income	1211.28	870.18	1371.83	898.51
Total Revenue	31353.38	24023.13	41692.54	30903.03
Total Expenditure	28399.83	22340.94	38267.68	29067.55
Profit/Loss before taxation	2953.55	1682.19	3424.86	1835.47
Less: Tax Expenses	777.69	476.45	954.16	510.09
Profit /loss for the year	2175.86	1205.74	2527.28	1336.68

2. OPERATIONS:-

The Company has reported Consolidated Revenue from Operations is ?40320.71 Lakhs and Total Standalone Revenue from Operations is ^30142.10 Lakhs against total Consolidated Revenue from Operations is ?30,004.52 Lakhs and Total Standalone Revenue from Operations is ^23152.95 Lakhs for the previous year.

The consolidated Net profit for the year under review amounted to ?2527.28 Lakhs and Total standalone Net profit of ?2175.86 Lakhs in the current year as compared to Last Years consolidated Net profit ?1336.68 Lakhs and Total standalone Profit ?1205.74 Lakhs Respectively.

The Company has reported Standalone IT Support- Segment Total Profit Before Tax as ? 1123.59 Lakhs as comparing to last years ?623.54 Lakhs. The Garment Sale-Segment Total Profit Before Tax as ?3258.87 Lakhs as comparing to last years ? 1965.30.

The Company has reported Consolidated IT Support-Segment Total Profit Before Tax as ?1123.59 Lakhs as comparing to last years ? 623.54 Lakhs. The Garment Sale-Segment Total Profit Before Tax as ?3258.87 Lakhs and Tour & Travel Services-Segment Profit Before Tax as ?471.29 Lakhs as comparing to last years ?153.28 lakhs.

3. DIVIDEND DISTRIBUTION POLICY

In accordance with the provisions of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is not among the top 1000 listed entities and has therefore not maintained a Dividend Distribution Policy.

4. NUMBER OF BOARD MEETINGS HELD

The Board meets at regular intervals to discuss and decide on policy and strategy apart from other business discussions. However, in case of a special and urgent business need, if any, the Boards approval is taken by passing resolution(s) through circulation, as permitted by law, which is confirmed in the subsequent Board Meeting.

During the Financial Year 2025-26, the Board met on 6 (Six) occasions viz.

Quarter	Date
Quarter 1	21-05-2025
Quarter 2	05-08-2025 & 28-08-2025
Quarter 3	07-11-2025 & 19-12-2025
Quarter 4	05-02-2026

The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

5. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements of Section 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby stated that:

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

The Directors have selected such accounting policies and applied them consistently and made judgements 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; 50

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

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

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

6. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SECTION 143 (12) OTHER THAN THOSE WHICH ARE REI

THE CENTRAL GOVERNMENT

There were no frauds as reported by the Statutory Auditors under sub-section 12 of Section 143 of the Companies Act, 2013 along with Rules made there-under other than those which are reportable to the Central Government.

7. DECLARATION BY INDEPENDENT DIRECTORS AND RE-APPOINTMENT, IF ANY

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013 that they continue to confirm the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 16 and 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

8. NOMINATION AND REMUNERATION COMMITTEE AND STAKEHOLDERS RELATIONSHIP COMMITTEE

Pursuant to the provisions of sub-section (1) of Section 178 of the Companies Act, 2013 read with Rule made thereunder and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirement) Regulatio,2015, the company has formulated a NRC committee and formulated a policy on Directors appointment and remuneration, including the criteria for determining qualifications, positive attributes, and independence of a Director, as well as other matters provided under sub-section (3) of Section 178 and Regulation 19 of SEBI (Listing Obligation and Disclosure Requirement) Regulatio,2015. The said policy has been duly approved by the Board and is available on the Companys website at the following link: https://www.sbcexportslimited.com/download/Policies/NRC%20Policy.pdf.

9. EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Statutory Auditors or the Secretarial Auditor of the Company.

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The particulars of loans given or guarantees given or investments made or securities provided are given in notes to financial statements.

11. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the financial year with related parties were on an arms length basis and in the ordinary course of business under the Companies Act 2013 and not material under the Listing Regulations and hence did not require members prior approval under the Companies Act 2013 and the Listing Regulations. The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 are attached as Annexure-I in the Form AOC-2.

12. TRASNFER TO RESERVES

The General Reserve of the Company stood at ? 2,774.85 Lakhs as at March 31, 2026. During the year under review, the Company has transferred ? 2175.87 Lakhs to reserves.

During the financial year under review, the Company reported a Net Profit of ?2,175.86 Lakhs. Considering the Companys growth plans, future capital requirements, and the need to maintain a strong financial position, the Board of Directors has, after due deliberation, decided not to recommend any dividend for the financial year under review.

The Board believes that retaining the profits within the Company will strengthen its capital base, provide adequate resources to support future business expansion, and enhance financial flexibility in a dynamic business environment. This approach is consistent with the Companys long-term objective of achieving sustainable growth and maximizing shareholder value.

The Board places on record its sincere appreciation for the continued trust, confidence, and unwavering support extended by the shareholders, customers, employees, business associates, and all other stakeholders.

13. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANY:-

There are no material changes or commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company i.e. March 31, 2026 and the date of this report.

14. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, 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, foreign exchange earnings and outgo are provided below:

A. TECHNOLOGY ABSORPTION

The Company continues to strengthen its technological capabilities with the objective of improving operational efficiency, enhancing product quality, and supporting sustainable business growth. Continuous evaluation of emerging technologies and process improvements remains an integral part of the Companys operational strategy.

During the year under review, the Company focused on the following initiatives:

Adoption of modern manufacturing practices aimed at improving productivity, minimizing operational inefficiencies, and ensuring consistent product quality.

Continuous enhancement of production processes through automation and process optimization wherever commercially feasible.

Strengthening digital systems across various business functions to improve operational monitoring, workflow efficiency, and decision-making. Ongoing efforts to improve product development capabilities through advanced design tools and customer-centric manufacturing practices. Regular evaluation of new technologies that support resource optimization, quality enhancement, and operational excellence.

Emphasis on employee training and skill development to facilitate effective adoption of technological advancements and industry best practices.

The Company believes that continuous investment in technology and process innovation will enhance operational competitiveness, strengthen customer satisfaction, and create long-term value for stakeholders.

Looking ahead, the Company intends to continue evaluating emerging technologies, digital transformation initiatives, and process automation opportunities that support business expansion while maintaining high standards of quality, efficiency, and sustainability.

B. CONSERVATION OF ENERGY

Energy efficiency remains a key element of the Companys operational philosophy. The Company continues to implement measures aimed at optimizing energy consumption while maintaining operational effectiveness and environmental responsibility.

During the financial year, the Company undertook various initiatives to improve energy utilization, including:

Continuous monitoring of energy consumption across manufacturing facilities to identify opportunities for efficiency improvement. Upgradation and maintenance of plant and machinery to enhance energy performance and operational reliability. 52

Adoption of energy-efficient equipment and lighting systems wherever feasible.

Regular preventive maintenance of production equipment to minimize energy losses and improve operational efficiency.

Promotion of energy conservation awareness among employees through operational best practices and responsible resource utilization.

Evaluation of renewable energy opportunities and other sustainable initiatives to reduce dependence on conventional energy sources.

These initiatives have contributed towards optimizing energy usage, reducing operating costs, and reinforcing the Companys commitment to sustainable business practices.

The Company remains committed to identifying and implementing innovative energy management solutions that support environmental stewardship while enhancing long-term operational efficiency.

FOREIGN EXCHANGE EARNINGS AND OUTGO:

PARTICULARS	? (Amount in 000)
Inflow	USD $ 7894.40 EURO \u20ac 0
Outflow	Nil

The Company continues to explore opportunities in international markets while maintaining prudent foreign exchange management practices to support its export operations and business growth.

15. RISK MANAGEMENT POLICY

Although the Company does not fall under the mandatory criteria for formulation of a Risk Management Policy, as per Regulation 21 SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015 it has voluntarily developed and implemented a Risk Management Policy to ensure a structured and proactive approach to identifying and managing risks. The policy outlines various elements of risk which, in the opinion of the Board, may potentially affect the operations or threaten the existence of the Company. The Risk Management Policy is available on the Companys website at the following link: https://www.sbcexportslimited.com/download/Policies/Risk%20Management%20Policy.pdf.

16. BOARD EVALUATION

In accordance with the provisions of Section 134(3)(p) of the Companies Act, 2013 read with the applicable Rules made thereunder and Regulation 17(10) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has undertaken an annual evaluation of its own performance, the performance of its Committees, and that of the individual Directors.

The evaluation process was conducted through a structured framework designed to assess the effectiveness of the Boards functioning, governance practices, and the contribution made by each Director. The detailed methodology adopted for the performance evaluation is set out in the Corporate Governance Report forming part of this Annual Report.

Further, pursuant to Regulation 25(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors, at their separate meeting held on February 05, 2026, reviewed and 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 information flow between the Companys Management and the Board to ensure that the Board effectively discharged its duties and responsibilities.

The performance evaluation was carried out on the basis of various qualitative and quantitative parameters, including:

Knowledge, expertise, and professional competence;

Independence of judgement and objectivity in decision-making;

Understanding of the Companys business, industry, and strategic priorities;

Effectiveness in discharging fiduciary and statutory responsibilities;

Participation and contribution during Board and Committee deliberations;

Attendance and preparedness for meetings;

Strategic guidance and oversight provided to the Management;

Leadership, ethical conduct, and governance standards;

Commitment of time and constructive engagement in Board activities; and Contribution towards the long-term growth and sustainability of the Company.

The evaluation process comprised self-assessment by individual Directors, followed by a comprehensive review by the Board. Directors whose performance was being evaluated did not participate in the discussions relating to their own evaluation. The Nomination and Remuneration Committee also reviewed the performance of the Directors and the Board, and placed its recommendations before the Board for consideration.

Based on the outcome of the evaluation, the Board concluded that it continues to function effectively and that its composition, diversity of skills, experience, and governance practices are appropriate to discharge its responsibilities and support the Companys long-term objectives.

17. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) and Circular/ Notifications/ Directions issued by Reserve Bank of India from time to time, the Management Discussion and Analysis of the financial condition and result of consolidated operations of the Company for the year under review is presented in a separate section forming part of the Annual Report as Annexure-II.

18. CHANGE IN THE NATURE OF BUSINESS:-

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

19. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Our Company does not have any Joint Ventures or Associate Company. The Company has One (1) wholly Owned Subsidiary Company i.e. Mauji Trip Limited running a business of Tour and Travels.

Overview

Mauji Trip Limited, a wholly owned subsidiary of SBC Exports Limited, is engaged in providing comprehensive travel and tourism solutions to both individual and corporate customers. Since its incorporation in 2021, the Company has consistently strengthened its presence in the travel industry by delivering customized travel experiences backed by a customer-centric approach, operational excellence, and reliable service standards.

The Company offers a wide range of end-to-end travel solutions, including domestic and international tour packages, flight and hotel bookings, transportation arrangements, visa assistance, and other value-added travel services. By combining convenience, quality, and affordability, Mauji Trip Limited strives to deliver seamless travel experiences while continuously adapting to the evolving preferences and requirements of modern travellers.

Driven by innovation and a commitment to customer satisfaction, the Company continues to expand its service offerings and strengthen its market presence, positioning itself as a trusted travel partner for leisure, business, and corporate travel requirements.

For more information about the Companys services and offerings, stakeholders may visit the Companys website at www.maujitrip.com

Core Services

The principal business activities of Mauji Trip Limited include:

Leisure Travel Services: Designing and offering customized holiday packages, escorted tours, adventure travel, luxury vacations, and personalized travel itineraries.

Corporate Travel Solutions: Providing comprehensive business travel management services, including air ticketing, hotel reservations, visa assistance, travel policy compliance, and expense optimization.

Specialized Travel Services: Organizing destination weddings, group tours, incentive travel, educational tours, and tailor-made travel experiences based on specific customer requirements.

Travel Advisory & Consulting: Offering professional guidance relating to travel planning, destination selection, visa and documentation requirements, regulatory compliance, and travel best practices.

Outlook

The travel and tourism sector continues to witness significant growth, supported by increasing consumer demand, digital transformation, and rising preference for customized travel experiences. Mauji Trip Limited is well-positioned to capitalize on these opportunities through continuous service innovation, technology-driven solutions, and strategic business expansion.

Going forward, the Company intends to strengthen its presence across key domestic and international markets, expand its portfolio of travel services, enhance digital capabilities, and build long-term partnerships with industry stakeholders. The focus will remain on delivering superior customer experiences while creating sustainable value for its stakeholders.

Performance Highlights

During the financial year 2025-26, Mauji Trip Limited recorded Revenue from Operations of ?10,406.74 Lakhs, as compared to ?7,045.69 Lakhs in the financial year 2024-25 and ?1,973.02 Lakhs in the financial year 2023

24.

The consistent growth in revenue over the last three financial years reflects the Companys continued focus on strengthening its business operations, expanding its customer base, and enhancing its market presence. This steady upward trajectory demonstrates the effectiveness of the Companys strategic initiatives, operational efficiencies, and commitment to delivering sustainable growth and long-term value to its stakeholders.

20. DEPOSITS

During the year, the Company has neither accepted any deposits from the public, nor does it have any scheme to invite any such deposits.

21. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:-

During the year under review, there were no significant or material orders passed by any regulators, courts or tribunals which could impact the going concern status of the Company or its operations in the future.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System which is commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit reports to the Chairman of the Audit Committee of the Board and to the Managing Director. The Internal Audit Department reviews the effectiveness and efficiency of these systems and procedures to ensure that all assets are protected against loss and that the financial and operational information is accurate and complete in all respects. Company policies, guidelines and procedures provide for adequate checks and balances and are meant to ensure that all transactions are authorized, recorded and reported correctly.

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

The provisions/requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and Rules made thereunder are being followed by the Company and the company is providing the proper environment of working to all employees and has proper internal control Mechanism for prevention, prohibition and redressal of sexual harassment at workplace. The Company has complied with the provisions of constitution of Internal Complaints Committee under the Act. There were no cases/complaints filed under this Act during the year under review.

Particular	Number
Number of complaints of sexual harassment received in the year	0
Number of complaints disposed off during the year	0
cases pending for more than ninety days	0

24. Maternity Benefit Act 1961

Your Company is fully committed to upholding the rights and welfare of its employees, particularly with regard to maternity benefits. We affirm that the company complies with all applicable provisions of the Maternity Benefit Act, 1961, as amended from time to time.

As part of our compliance:

We provide paid maternity leave in accordance with the Act to all eligible women employees.

We ensure that no woman is employed during the period of six weeks immediately following the day of her delivery or miscarriage, in compliance with Section 4 of the Act.

We do not dismiss, discharge, or disadvantage any employee due to her maternity leave.

We provide nursing breaks and necessary facilities as required under the law.

We maintain accurate records as mandated under the Act and submit any required documentation to the appropriate authorities.

25. INSOLVENCY AND BANKRUPTCY CODE, 2016

During the reporting period, there were no applications made or proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016. Accordingly, this disclosure is not applicable for the financial year ended 31 March, 2026.

26. DISCLOSURE ON VALUATION DIFFERENCES IN CASE OF ONE-TIME SETTLEMENT WITH BANKS OR FINANCIAL INSTITUTIONS

During the reporting period, the Company has not entered into any one-time settlement with banks or financial institutions. Accordingly, the requirement to disclose the difference between the valuation done at the time of one-time settlement and the valuation done while availing loans does not arise and is not applicable for the financial year ended 31 March, 2025.

27. CHANGE IN SHARE CAPITAL

Share Capital

As at March 31, 2026 , the Authorized Share Capital of the Company stood at ^ 50,00,00,000 , comprising 50,00,00,000 Equity Shares of Re. 1/- each .

As at March 31, 2026 , the Issued, Subscribed and Paid-up Equity Share Capital of the Company stood at ? 47, 61,90,000 , comprising 47,61,90,000 Equity Shares of Re. 1/- each .

During the financial year under review, there was no change in the Authorized, Issued, Subscribed and Paid-up Share Capital of the Company.

Further, the Company did not issue any Equity Shares with differential rights as to dividend, voting or otherwise, nor did it grant any stock options or issue any sweat equity shares under any scheme during the year under review.

As on March 31, 2026 , none of the Directors of the Company held any instrument convertible into Equity Shares of the Company.

28. DEPOSITORY SYSTEM

As the Members are aware, the shares of the company are tradable compulsorily in electronic form and our Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of Dematerialization of the Companys shares on NSDL & CDSL. The ISIN allotted to the Companys Equity shares is INE04AK01028.

The details of Registrar and Share Transfer Agent of the company is provided in the Corporate Governance Column of this Annual Report. The Members are advised to contact the Registrar and Share Transfer Agent of the Company or the Company itself with relation to any question related to Dematerialisation & related aspects.

29. STATUTORY INFORMATION

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Companies (Accounts) Rules, 2014 forms the integral part of this Report.

The statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in a separate Annexure forming part of the Report.

In terms of proviso to Section 136(1) of the Act, the Report along with Accounts are being sent to the shareholders excluding the aforesaid Annexure.

The said Annexure is open for inspection at the Registered Office of the Company.

Any member interested in obtaining a copy of the same may write to the Company Secretary at the Registered Office of the company, 21 days before and upto the date of the ensuing Annual General Meeting during the business hours on working days.

None of the employees mentioned in the said statement is a relative of any Director of the Company.

And none of the employees hold (by himself or along with his spouse and dependent children) more than two percent of the equity shares of the Company.

30. CODES AND POLICIES

The details of the policies approved and adopted by the Board as required under the Companies Act, 2013 and Securities and Exchange Board of India (SEBI) regulations are provided in Annexure-III to the Boards report.

31. CORPORATE GOVERNANCE

Our Company has been practicing the principles of good corporate governance as it is committed to maintain the highest standards of Corporate Governance and believes in conducting its business with due compliance of the Regulation 34 (3) read with Schedule V of the SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015 and other applicable laws. Integrity and transparency are key to our corporate governance practices to ensure that we gain and retain the trust of our stakeholders at all times. The Company has duly implemented the system of Corporate Governance and a separate report on Corporate Governance practices followed by the Company, together with a certificate from the Companys Auditors confirming compliance forms an integral part of this Report as Annexure-IV.

32. AUDITORS AND AUDITORS REPORT

STATUTORY AUDITOR

M/s. STRG & Associates,_Chartered Accountants (FRN 014826N), having its office at New Delhi was Re-appointed as the Statutory Auditors of the Company on 30th day of September, 2024 who held their office another Term of 5 Years that is from 2024-25 to 2029-30.

Further, the Auditors Report and Notes to the Accounts referred to in the Auditors Report are self-explanatory and therefore, does not call for any further comments and explanations. The observations of the Statutory Auditors, when read together with the relevant notes to the accounts and accounting policies are self-explanatory and do not calls for any further comment.

COST AUDITOR

Cost Auditors: On the recommendation of the Audit Committee, your Board of Directors appointed M/s. Durga Parsad and Associates, Cost Accountants (Firm Registration Number: 005998 ), as Cost Auditors of the Company for the FY25-26 under Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014. M/s. Durga Parsad and Associates have confirmed that they are free from disqualification specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013 and that their appointment meets the requirements of Section 141(3)(g) of the Companies Act, 2013. They have further confirmed their independent status and an arms length relationship with the Company.

SECRETARIAL AUDITORS

During the year under review, the Members approved the appointment of Kumar Mandal & Associates, Practising Company Secretaries (Firm Registration No. S2016DE419800) as the Secretarial Auditors of the Company, to hold office for a term of five consecutive years up to FY 2030.

Pursuant to the provisions of Section 204 of the Act and rules made thereunder and Regulation 24A of the Listing Regulations, the Company had appointed Kumar Mandal & Associates (Firm Registration No. L2017MH003500 ) to undertake the Secretarial Audit of the Company for for a term of five consecutive years up to FY 2030. The Secretarial Audit Report forms an integral part of this Report.

The Annual Secretarial Compliance Report of the Company as required under Regulation 24A of the Listing Regulations is uploaded on the website of the Company at https://www.sbcexportslimited.com/annual-secretarial-compliance-report. The Secretarial Audit Report and Secretarial Compliance Report for the FY2025-26, do not contain any qualification, reservation, or adverse remark.

INTERNAL AUDIT AND INTERNAL FINANCIAL CONTROLS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed RNAK & Co., Chartered Accountant, as the Internal Auditor of the Company to conduct the internal audit for the financial year under review. The Internal Auditor has carried out the internal audit in accordance with the scope of work approved by the Board and Audit Committee and has submitted the Internal Audit Reports for the Financial Year 2025-26.

33. CONSOLIDATED FINANCIAL STATEMENT

In accordance with the provisions notified under Section 133 of the companies Act, 2013 read with Companies (Indian Accounting Standards) Rules, 2015 and Indian Accounting Standard (Ind AS) 110 - Consolidated Financial Statements, the audited consolidated financial statement forms part of the Annual Report.

34. SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and in compliance with the applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Board of Directors, at its meeting held on August 28, 2025, appointed M/s. Kumar Mandal & Associates, Practising Company Secretaries, as the Secretarial Auditor of the Company for a term of five consecutive financial years, commencing from FY 2025-26 up to FY 2029-30, subjected to the approval of the shareholders.

The appointment was subsequently approved by the members of the Company at the 14th Annual General Meeting held on September 30, 2025.

The Secretarial Audit Report for the financial year 2025-26, issued by M/s. Kumar Mandal & Associates, Practising Company Secretaries, forms part of this Annual Report and is annexed herewith as Annexure-V.

37. SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

38. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Pursuant to code of Independent Directors in compliance with Schedule IV the Companies Act, 2013 and rules made there under and regulation 25 (3) of the SEBI Listing Regulations, 2015, a separate meeting of the Independent Directors of the Company was held on February 05, 2026 to review the performance of Non-independent directors (including the Chairman) and the Board as a whole.

The Independent directors also reviewed the quality, content and timeliness of the flow of information between the Management and the Board and its committees which is necessary to effectively and reasonably perform and discharge their duties.

39. CHANGES IN THE COMPOSITION OF THE BOARD OF DIRECTORS AND KMPs

During the period under no changes were there in the composition of the Board of Directors and KMPs, Except the resignation of Ms. Ruchi Chordia a Non-Executive Independent Director resigned from the office of Independent Director of SBC Exports Limited with effect from 21st May 2025 due to personal reason.

40. RETIREMENT OF DIRECTOR BY ROTATION:

No Director is liable to retire by rotation at the ensuing Annual General Meeting.

41. BOARDS INDEPENDENCE

Definition of Independence of Directors is in conformity with Section 149(6) of the Companies Act, 2013 and the requirements of Listing Regulations. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Section 149(6) of the Companies Act, 2013 and the requirements of Listing Regulations :-

1. Mr. Jasbir Singh Marjara

2. Mrs. Pooja Solanki

3. Mrs. Radha Kumari

4. Ms. Parul Singh

The independent directors have submitted the declaration of independence, as required under section 149(7) of the Companies Act, 2013, stating that they meet the criteria of independence as provided in section 149(6) of the Companies Act, 2013.

42. PARTICULARS OF EMPLOYEES

According to Rule-5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Sr.no	Name of Directors	Designation	Ratio of remuneration of Director to median remuneration of employees	%increase in the financial year
Non-Executive Directors
1.	Jasbir Singh Marjara	Independent Director	0.36%	NIL
2.	Parul Singh	Independent Director	0.36%	NIL
3.	Pooja Solank	Independent Director	0.36%	NIL
4.	Radha Kumari	Independent Director	0.36%	NIL
Executive Directors
5.	Govindji Gupta	Managing Director	9.59%	NIL
6.	Deepika Gupta	Executive Director	3.98%	NIL
Key Managerial Personnel
7.	Hariom Sharma	Company Secretary	-	8.72%
8.	Mukesh Bhatt	Chief Financial Officer	-	7.69%

There were no employee in receipt of remuneration of ?1.02 crores Rupees per annum if employed for whole of the year or ?8.50 Lakhs per month, if employed for part of the year, whose particulars are required to be given under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

The remuneration paid to the directors and employees of the company is as per the remuneration policy of the company.

43. WHISTLE BLOWER POLICY /VIGIL MECHANISM

In compliance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Whistle Blower Policy / Vigil Mechanism to provide a framework for Directors and Employees to report genuine concerns, unethical behaviour, actual or suspected fraud, or violations of the Companys policies.

The Vigil Mechanism provides for adequate safeguards against victimization of persons who use the mechanism and provides direct access to the Chairperson of the Audit Committee of the Board of Directors in appropriate or exceptional cases.

The Whistle Blower Policy / Vigil Mechanism Policy is available on the website of the Company at: Whistle Blower Policy

No complaint under the Whistle Blower Policy / Vigil Mechanism was received by the Audit Committee during the year under review.

44. EXTRACT OF ANNUAL RETURN

The Company is maintaining a website where the extract of Annual Return can be accessible. The Link of the website is www.sbcexportslimited.com or you may Click Here to Access the Annual Returns.

45. CORPORATE SOCIAL RESPONSIBILITY

Your Company continues to uphold its commitment to Corporate Social Responsibility (CSR) and sustainable development by undertaking initiatives that create a meaningful and lasting impact on society. In accordance with the provisions of Section 135 of the Companies Act, 2013 read with Schedule VII thereto, the Company has contributed towards projects aimed at promoting healthcare, education, environmental sustainability, rural development and social welfare.

The Company has developed and implemented a Corporate Social Responsibility (CSR) Policy in line with the provisions of the Companies Act, 2013. The details of the CSR initiatives undertaken during the year are guided by this policy. The CSR Policy is available on the Companys website at the following link:

https://www.sbcexportslimited.com/download/Policies/CSR%20Policy.pdf.

During the financial year under review, the Company transferred an amount of ?25,90,000/- (Rupees Twenty-Five Lakhs Ninety Thousand Only) to Om Sarvodayam Sansthanam for the implementation of eligible CSR projects.

The CSR initiatives undertaken through Om Sarvodayam Sansthanam are focused on the following areas:

• Establishment and support of Birds and Animals Hospital for the care and welfare of animals and birds.

• Promotion of Gurukul-based educational institutions to preserve and impart value-based education.

• Development of Ayurvedic Hospital & Research Centre for promoting traditional healthcare systems and research.

• Establishment of Naturopathy, Yoga and Meditation Centres to encourage holistic health and wellness.

• Conservation of heritage through Manuscript Museum, Prakrit Language Centre and Library.

• Promotion of organic farming, development of cow dung-based products, and implementation of rainwater harvesting initiatives to support environmental sustainability.

• Upliftment of farmers through awareness programmes, sustainable agricultural practices and capacity-building initiatives.

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• Establishment of Sewing and Weaving Training Centres for villagers to enhance livelihood opportunities and promote self-employment.

• Development of handmade carving and other vocational training centres to preserve traditional skills and encourage entrepreneurship.

These initiatives are in line with the activities specified under Schedule VII of the Companies Act, 2013, particularly those relating to healthcare, education, environmental sustainability, rural development, livelihood enhancement, protection of national heritage, and other socially beneficial activities.

The details of the CSR expenditure incurred during the financial year are provided in Annexure VI, forming part of this Report.

Objectives and Expected Outcomes

The key objectives of the CSR initiatives are:

1. To promote accessible healthcare, including Ayurveda, naturopathy, yoga and animal welfare services.

2. To strengthen educational infrastructure through Gurukul-based learning, libraries and preservation of ancient manuscripts and languages.

3. To promote environmental sustainability through organic farming, rainwater harvesting, afforestation and eco-friendly practices.

4. To enhance the socio-economic well-being of farmers and rural communities through sustainable agricultural practices and livelihood support.

5. To provide vocational skill development, including sewing, weaving and traditional handicraft training, thereby generating selfemployment opportunities.

6. To undertake other CSR activities as permitted under Schedule VII of the Companies Act, 2013, with the objective of creating sustainable and inclusive community development.

The view this partnership as the beginning of a long-term relationship focused on creating sustainable and meaningful change. We are open to exploring additional avenues of collaboration in the future, particularly in areas that align with our CSR vision.

46. STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to Key business objectives. Major risks identified by the Board and systematically steps taken to mitigate on a continuous basis. The Companys internal control system is commensurate with the nature of its business and the size and complexity of operations.

46. MAINTENANCE OF COST RECORDS

Pursuant to the provision of section 148 (1) of the Companies Act, 2013 read with the companies (Accounts) Rule, 2014 , the company is required to maintain cost record as specified by the central Government and accordingly, such cost accounts and records are made and maintained by the company during the financial year under review.

47. AUDIT COMMITTEE

The Board of Directors has constituted an Audit Committee 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. The composition of the Audit Committee is in compliance with the applicable statutory requirements.

As on the date of this Report, the composition of the Audit Committee is as follows:

Name of Member	Designation in committee	Category
Mr. Jasbir Singh Marjara	Non-Executive - Independent Director	Chairperson
Mr. Govind ji Gupta	Executive Director	Member
Mrs. Pooja Solanki	Non-Executive - Independent Director	Member

During the financial year under review, the Audit Committee met Eleven (11) times. The attendance of the members at the meetings is provided in the Corporate Governance Report, which forms part of this Annual Report.

The terms of reference of the Audit Committee are in accordance with the provisions of Section 177 of the Companies Act, 2013

and Regulation 18 read with Part C of Schedule II of the SEBI (LODR) Regulations, 2015. The Committee, inter alia, reviews the

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financial reporting process, internal financial controls, internal and statutory audit reports, risk management framework, related party transactions, and recommends the appointment, remuneration and terms of appointment of the Statutory Auditors and Internal Auditors, wherever applicable.

Recommendation of the Audit Committee

During the financial year under review, all recommendations made by the Audit Committee were accepted and approved by the Board of Directors. Accordingly, there were no instances where the Board did not accept any recommendation of the Audit Committee.

48. ADEQUACY OF INTERNAL FINANCIAL CONTROLS

During the year, the Company has reviewed its Internal Financial Control systems and has continually contributed to the establishment of a more robust and effective internal financial control framework, prescribed under the ambit of Section 134(5) of the Act. The preparation and presentation of the financial statements is pursuant to the control criteria defined considering the essential components of Internal Control - as stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

The control criteria ensure the orderly and efficient conduct of the Companys business, including adherence to its policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and the timely preparation of reliable financial information.

Based on the assessment carried out by the Management and the evaluation of the results of the assessment, the Board of Directors are of the opinion that the Company has an adequate Internal Financial Controls system that is operating effectively as of 31st March 2026.

49. STATEMENT OF CAUTION

Statements in this Directors Report and Management Discussion and Analysis describing the Companys objectives, projections, estimates, expectations or predictions may be forward-looking statements within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed or implied. Important factors that could make difference to the Companys operations include raw material availability and its prices, cyclical demand and pricing in the Companys principal markets, changes in Government regulations, Tax regimes, economic developments within India and the countries in which the Company conducts business and other ancillary factors.

50. APPRECIATION & ACKNOWLEDGEMENT

Your Board of Directors would like to place on record their sincere appreciation for the wholehearted support and contributions made by all the employees of the Company as well as customers, dealers, agents, suppliers, Investors, consultants, bankers and other authorities for their continued support and faith reposed in the Company. The Directors also thank the Central and State Government of India and concerned Government Departments/ Agencies for their cooperation. The directors appreciate and value the contributions made by every member of the company.

For SBC EXPORTS LIMITED

GOVINDJI GUPTA	DEEPIKA GUPTA
Director	Director
DIN: 01632764	DIN:03319765
Date: 27.08.2026
Place: Sahibabad