SG Mart Ltd Directors Report

To the members of SG Mart Limited,

Your Directors have pleasure in presenting the Forty-First (41 st ) Annual Report on the business and operations of your company together with the Standalone and Consolidated Audited Financial Statements for the financial year ended March 31, 2026.

1. Financial summary/state of affairs:

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

(Rs. in Crores)

	Consolidated		Standalone
Particulars	FY 2025-26	FY 2024-25	FY 2025-26	FY 2024-25
Revenue from Operations	6315.28	5856.17	5540.32	5511.59
Add : Other income	69.07	80.20	71.90	84.04
Total revenue	6384.85	5936.37	5612.22	5595.63
Profit before Depreciation, Finance Costs and Tax Expense	205.77	183.29	169.04	172.37
Less : Finance cost	51.15	43.89	44.53	43.77
Less : Depreciation and amortization	11.50	2.08	7.84	2.01
Profit before tax (PBT)	143.12	137.32	116.67	126.59
Less : Tax expense	32.06	33.89	29.84	32.69
Profit after tax for the year (PAT)	111.06	103.43	86.83	93.90

The Companys consolidated gross turnover in the financial year 2025-26 increased by 7.84% from _5856.17 crores to _ 6315.28 crores. The EBITDA (excluding other income) has increased by 32.60% from _103.09 crores to _136.70 crores in the year under review. The consolidated net profit of the Company has also increased by 7.38% from _103.43 crores to _111.06 crores during the year under review.

2. Dividend

Your Board of Directors has decided not to recommend any dividend for the financial year 2025-26 in order to conserve resources for future business requirements and growth initiatives.

In terms of Regulation 43A of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 ( SEBI Listing Regulations ), your Board of Directors has formulated and adopted a Dividend Distribution Policy. During the year, there have been no changes to the said Policy.

The Dividend Distribution Policy is available on the website of the Company at https://sgmart.co.in/investor-relations/

3. Transfer to Reserves

The Board of Directors of your Company has decided not to transfer any amount to the Reserves for the year under review.

4. Overview

In Financial Year (FY) 2025–26, Indias economic performance remained robust, with Real GDP growing at 7.6%, reaffirming its position among the fastest-growing major economies globally. Ongoing efforts toward fiscal consolidation coupled with a stable inflation outlook and strengthening external sector resilience, are expected to enhance macroeconomic stability.

Key reforms, including GST rationalisation, continued formalisation of the economy and targeted industrial policies, contributed to strengthening economic activity and improving the overall ease of doing business. Strong domestic demand remained the primary driver of growth, with Private Final Consumption Expenditure (PFCE) maintaining resilience, while Gross Fixed Capital Formation (GFCF) grew at approximately 7.8%, reflecting a sustained investment upcycle.

The Union Budget FY 2025–26 reinforced this momentum through a strong push toward capital expenditure, with allocations rising to approximately INR 12.2 lakh crore (about 3.1% of GDP), significantly higher than INR 2 lakh crore in FY 2014–15, reflecting the governments continued focus on infrastructure development.

FY27 growth is projected to be 6.8%–7.2%, although geopolitical risks, trade disruptions, and domestic challenges, such as soft urban demand and inflationary pressures, warrant a measured outlook.

4.1 Business Performance

In its third year of operations, SG Mart achieved robust financial performance, showcasing the Companys strong market presence and operational efficiency. The Company generated _6,315 crore in revenue, reflecting an 8% increase over the previous year. EBITDA grew 33% to _ 136.7 crore, while net profit increased by 7% to _111.1 crore. More importantly, these numbers reflect the discipline with which we approached the year. We consciously reduced our dependence on low-margin B2B trading, prioritised value-added businesses, streamlined working capital, and continued investing in capabilities that we believe will shape our earnings profile over the next decade.

Net working capital days improved significantly from 30 in FY25 to 20 days in FY26, resulting in operating cash flows of approximately _ 300 crore during the year. This sharper focus on operational efficiency has strengthened both our balance sheet and our ability to fund future growth internally.

Our Network of Service Centres processed 637,000 tonnes in FY26 and remains one of the clearest indicators of our evolution beyond conventional trading. Seven service centres are currently operational, with utilisation levels remaining healthy across locations. We plan to add three to four additional centres in FY27 and are actively evaluating opportunities in Hyderabad, Chennai, and Punjab.

The year also saw a significant expansion in their customer, vendor base and SKUs. By the end of FY26, the Company had successfully onboarded over 2,470 customers and 452 vendors and had 7,200+ SKUs. This reflected their growing market influence and ability to foster strong business relationships.

4.2 Possibilities and Prospects

Indias construction industry exhibits a strong structural growth, driven by sustained government capital expenditure and rising urbanisation. The sector was valued at USD 685 billion in FY 2025 and is estimated to reach around USD 1245.7 billion by FY 2034, reflecting a CAGR of 6.8% over the period. Growth is being supported by increased investments in infrastructure such as roads, railways, metro projects and energy, along with continued momentum in residential and commercial construction.

The Indian real estate sector continues to witness strong structural momentum, supported by policy reforms, increasing institutional participation and sustained urbanisation. The industry was valued at approximately USD 532.6 billion in 2025 and is projected to reach around USD 1.26 trillion by 2034, registering a CAGR of 10%, reflecting robust long-term growth visibility.

The Indian B2B building materials market is undergoing a structural shift in FY 2025-2026, fuelled by a massive capital expenditure push and rapid industry formalisation. With the national construction market valued at ~ USD685 billion in 2025 and projected to grow at a CAGR of 6.8%, the demand for key inputs, like steel, cement and non-metallic mineral products, has witnessed robust growth. The infrastructure and construction goods segment recorded a double-digit growth of 13.7%. This momentum is supported by large-scale projects under the Smart Cities Mission and expanded industrial corridors, which have moved the procurement landscape from fragmented local sourcing to organized, high-volume supply chain networks.

5. Internal Financial Control

The Company has in place adequate internal financial controls as referred in Section 134(5) (e) of the Companies Act, 2013 (the Act). For the financial year ended March 31, 2026, the Board is of the opinion that the Company had sound Internal Financial Controls commensurate with the size and nature of its operations and are operating effectively and no reportable material weakness was observed in the system during the year.

Based on annual Internal Audit programme as approved by Audit Committee of the Board, regular internal audits are conducted covering all offices and key areas of the business. The findings of the internal auditors are placed before Audit Committee, which reviews and discusses the actions taken with the management. The Audit Committee also reviews the effectiveness of companys internal controls and regularly monitors implementation of audit recommendations.

There are existing internal policies and procedures for ensuring the orderly and efficient conduct of business, including adherence to the Companys policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

6. Annual Return

In accordance with the provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return, as required under Section 92 of the Act for the financial year ended March 31, 2026, is available on the Companys website of the Company and can be accessed at https://sgmart.co.in/ investor-relations/.

7. Subsidiary Companies, Joint Ventures and Associates

The Company has two wholly owned subsidiaries as on March 31, 2026, namely SG Marts FZE (incorporated in Dubai, UAE) and SG Super 101 Private Limited.

As per the provisions of Section 129(3) of the Companies Act, 2013, a statement containing the salient features of the financial statements of the Companys subsidiaries in Form AOC-1 is attached to the financial statements of the Company.

In accordance with the provisions of Section 136 of the Companies Act, 2013, the audited financial statements and related information of the subsidiaries, where applicable, will be available for inspection during regular business hours at the Companys registered office at House No. 37, Ground Floor, Hargovind Enclave, Vikas Marg, East Delhi, Delhi – 110092 and the same are also available at its website i.e. https://sgmart.co.in/investor-relations/ .

As of the date of this report, the Company does not have any associate companies or joint venture companies.

8. Deposits

Your Company neither accepted nor renewed and/or was not having any outstanding public deposits within the meaning of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014, during the year under report.

9. Share Capital

As on March 31, 2026, the Authorized Share Capital of the Company stood at _15,00,00,000 (Rupees Fifteen Crores only) divided into 15,00,00,000 (Fifteen Crores) equity shares of face value of _1/- each.

Your Company on November 23, 2023 allotted 7,23,000 Fully Convertible warrants of face value of _10/- each pursuant to members approval dated October 24, 2023, the said warrants were convertible into equivalent number of equity shares of face value of _10/-each, but after sub-division of the face value of equity shares from _10/- to _1/- and issuance of Bonus shares in the ratio 1:1 after the subdivision, the conversion ratio changed from 1:1 to 20:1.

During the previous financial year 2024-25, the Company allotted equity shares pursuant to conversion of warrants as under:

a. 5,15,000 equity shares of face value of _1/- each on July 11, 2024 pursuant to conversion of 25,750 convertible warrants;

b. 2,00,000 equity shares of face value of _1/- each on November 4, 2024 pursuant to conversion of 10,000 convertible warrants;

c. 1,27,000 equity shares of face value of _1/- each on March 15, 2025 pursuant to conversion of 6,350 convertible warrants.

Subsequently, during the year under review, the remaining 6,80,900 warrants were converted into 1,36,18,000 equity shares of face value of _1/- each on May 26, 2025.

Consequent to the aforesaid conversion, the Paid-up Share Capital of the Company, as on March 31, 2026, is _12,60,00,000/- (Rupees Twelve Crore Sixty Lakh only), divided into 12,60,00,000 equity shares of face value of _1/- each.

The Company has neither issued shares with differential voting rights nor has issued any sweat equity shares.

10. Board of Directors and Key Managerial Personnel (KMP)

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of Articles of Association of the Company, Shri Amit Thakur (DIN: 10732682) will retire at the ensuing Annual General Meeting ( AGM ) and being eligible, offer himself for re-appointment.

The Company has a balanced and diverse mix of Executive, Non-Executive and Independent Directors and the composition is in conformity with requirements under the Act and the SEBI Listing Regulations. As on March 31, 2026, the Board of Directors consists of 6 (Six) directors of which 1 (One) is Executive Director, 1 (One) is Non-Executive Non Independent Director and 4 (Four) are Non-Executive Independent Directors.

Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors at its meeting held on July 25, 2025 appointed Shri Arun Agarwal (DIN: 10067312) as an Additional Director in the capacity of Non-Executive Director of the Company with effect from July 25, 2025, who shall be liable to retire by rotation. The said appointment was subsequently approved by the Members of the Company at the 40 th Annual General Meeting (AGM) held on September 20, 2025. The Company has received the necessary consent and requisite disclosures from the Director, and the details required to be disclosed in connection with the appointment are provided in the Notice of the AGM.

Shri Shiv Kumar Bansal (DIN: 09736916) Executive Director (Joint MD), resigned from the Board with effect from closure of business hours July 31, 2025, due to personal reasons. The Board places on record deep appreciation for his valuable advice and exceptional guidance provided by him during his association with the Company.

Further, during the year under review, the tenure of Mr. Arihant Chopra (DIN: 09436637) was completed on May 25, 2025, and accordingly, he ceased to be a Director of the Company with effect from the same date. The Board places on record its deep appreciation for the valuable advice and exceptional guidance provided by him during his association with the Company.

The Company has received declaration from all the existing Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149 of the Act and Regulation 16 of SEBI Listing Regulations. In the opinion of the Board, the Independent Directors of the Company possess the requisite expertise skill and experience (including the proficiency) and are persons of high integrity and repute as well as are independent of the management.

Further, in pursuance of Rule 6 of the Companies (Appointment and Qualifications of Directors) Rules, 2014, all Independent Directors of the Company have duly confirmed the validity of their respective registration with the Indian Institute of Corporate Affairs (IICA) database.

The Board of Directors of the Company convened and held 4 (Four) meetings during the financial year ended March 31, 2026.

For detailed information on the Board of Directors and KMPs, please refer the Report on Corporate Governance.

11. Particulars of Remuneration

The statement of remuneration under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached to this report as Annexure A .

The Non-Executive Directors, including Independent Directors, are remunerated through sitting fees. These fees are based on the number of meetings attended by the directors, including meetings of the Board, Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Risk Management Committee, and Corporate Social Responsibility Committee. Additionally, sitting fees are also paid for separate meetings of Independent Directors. The details of sitting fees paid during the period under review are provided in the Report on Corporate Governance, which is annexed as Annexure E to the Boards Report.

Further, as per second proviso to Section 136(1) of the Act read with Rule 5(2) and 5(3) of the aforesaid Rules, the Boards Report and Financial Statements are being sent to the Members of the Company excluding the statement of particulars of employees as required under Rule 5(2) of the aforesaid Rules.

Any member interested in obtaining such particulars may write to the Company Secretary. The said information is available for inspection at the registered office of the Company during working days of the Company up to the date of the ensuing annual general meeting.

12. Auditors and Auditors Report

12.1 Statutory Auditors

In terms of provisions of the Companies Act, 2013, M/s. Walker Chandiok & Co LLP, Chartered Accountants, Gurugram, (Firm Registration No: 001076N/N500013), had been appointed as Statutory Auditors of the Company in the 39 th Annual General Meeting held on September 28, 2024 to hold the office from the conclusion of the said Annual General Meeting till the conclusion of the 44 th Annual General Meeting to be held in year 2029.

The Statutory Auditors Report on the standalone and consolidated financial statements for the FY 2025-26 do not contain any qualification, reservation or adverse remark requiring any explanation on the part of the Board. The observations given therein read with the relevant notes are self-explanatory. There are no frauds reported by the Auditors under section 143(12) of the Act.

12.2 Cost Auditors

During the financial year 2025–26, the provisions relating to maintenance of cost accounts and records under Section 148 of the Companies Act, 2013 were not applicable to the Company.

However, pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the requirement for maintenance of cost records and conduct of cost audit shall become applicable to the Company for the financial year 2026–27. Accordingly, the Board of Directors of the Company, at its meeting held on May 04, 2026, on the recommendation of the Audit Committee, approved the appointment of M/s HMVN & Associates, Cost Accountants, New Delhi (ICWAI Registration No. 000290), as the Cost Auditors of the Company for the financial year ending March 31, 2027.

In accordance with the provisions of Section 148(3) of the Act read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditors, as recommended by the Audit Committee and approved by the Board of Directors, is required to be ratified by the members of the Company. Accordingly, an appropriate resolution seeking ratification of the remuneration payable to the Cost Auditors for the financial year 2026–27 forms part of the Notice convening the ensuing Annual General Meeting.

12.3 Secretarial Auditors

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, the Members of the Company at the 40 th Annual General Meeting held on September 20, 2025 had approved the appointment of M/s. Parikh & Associates, Peer Reviewed Firm of Company Secretaries in Practice (FRN: P1988MH009800) as the Secretarial Auditors of the Company for a term of five (5) consecutive years, to hold office from the conclusion of the said AGM till the conclusion of the 45 th (Forty Fifth) Annual General Meeting of the Company to be held in the year 2030.

The Secretarial Audit Report for the financial year ended March 31, 2026 in the prescribed format is annexed to this Report as Annexure B . The said report is self-explanatory and does not contain any qualification, reservation or adverse remark.

M/s. Parikh & Associates have confirmed that their appointment is within the limits prescribed under the Companies Act, 2013, the rules made thereunder and the SEBI Listing Regulations, and that they are not disqualified to be appointed as Secretarial Auditors in terms of the applicable provisions of the Act and the SEBI Listing Regulations.

12.4 Internal Auditors

Pursuant to the provisions of Section 138 of the Act, the Board of Directors had appointed M/s Protiviti India Member Private Limited, Chartered Accountants as Internal Auditors to carry out the Internal Audit of the Company.

13. Related Party Transactions

During the financial year ended March 31, 2026, all contracts, arrangements, or transactions entered into by the Company with related parties were undertaken in the ordinary course of business and on an arms length basis. These transactions were in compliance with the applicable provisions of the Act, read with Regulation 23 of the Listing Regulations.

Further, the Company did not enter into any related party transactions that were not on an arms length basis or that could be classified as material in accordance with the provisions of the Companies Act, 2013, the Listing Regulations and the Companys Policy on Materiality of Related Party Transactions.

Accordingly, disclosure in Form AOC-2 is not applicable for the financial year under review.

The Company has also formulated a policy on dealing with Materiality of Related Party Transactions. This Policy is available on the website of the Company and the weblink for the same is https://sgmart.co.in/investor-relations/. Your Directors draw attention of the Members to Note No. 33 to the Standalone Financial Statements and Note No. 31 to the Consolidated Financial Statements which sets out related party disclosures.

14. Employee Stock Option Scheme In order to attract and retain talented employees, motivate them to contribute to the growth and profitability of the

Company, and align their interests with the long-term interests of the Company and its shareholders, the Scheme has been introduced. The Scheme also aims to foster a sense of ownership and participation among employees, while providing them with additional deferred rewards linked to their performance and contribution to the Companys sustained growth.

During the financial year 2025-26, upon the recommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company on March 25, 2026, approved the change in nomenclature of Kintech Renewables Limited Employees Stock Option Scheme-2023 to SG Mart Limited Employees Stock Option Scheme-2023, to align with the change in name of the Company from Kintech Renewables Limited to SG Mart Limited.

During the financial year 2025-26, upon th erecommendation of the Nomination and Remuneration Committee, the Board of Directors of the Company on March 25, 2026, approved the change in nomenclature of Kintech Renewables Limited Employees Stock Option Scheme-2023 to SG Mart Limited Employees Stock Option Scheme-2023, to align with the change in name of the Company from Kintech Renewables Limited to SG Mart Limited.

Further upon the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, the shareholders of the Company also approved the following changes through postal ballot (remote e-voting) on April 24, 2026 in the SG Mart Limited Employees Stock Option Scheme-2023:

A. Extend the benefits of the Scheme to or for the benefit of Employees and Directors of the Subsidiary or Associate Company(ies) of the Company, in India or outside India, (as defined in the Scheme).

B. Other salient amendments to the Scheme are given below:

Article No.	Existing provision	Proposed amendment
4.1.11	\u201c Employee \u201d means	\u201c Employee \u201d means
	(a) an Employee as designated by the Company, who is exclusively working in India or outside India; or	(a) an Employee as designated by the Company, who is exclusively working in India or outside India; or
	(b) a Director of the Company, whether a Whole Time Director or not, including a non- executive Director who is not a Promoter or member of the Promoter Group, but excluding an Independent Director	(b) a Director of the Company, whether a Whole-time Director or not, including a Non-Executive Director who is not a Promoter or member of the Promoter Group, but excluding an Independent Director; or
		(c) an employee as defined in sub-clauses (a) or (b), of Subsidiary or Associate Company, in India or outside India
	but does not include	but does not include
	(i) an Employee who is a Promoter or a person belonging to the Promoter Group; or	(i) an Employee who is a Promoter or a person belonging to the Promoter Group; or
	(ii) a Director who, either himself or through his Relative or through any Body Corporate directly or indirectly, holds more than ten percent of the outstanding equity shares of the Company.	(ii) a Director who, either himself or through his Relative or through any Body Corporate directly or indirectly, holds more than ten percent of the outstanding equity shares of the Company.
4.1.12		New article 4.1.12 added to the Scheme-
		\u201c Employer Company \u201d means the Company as defined in article 4.1.8 of the Scheme and includes Subsidiary Company or Associate Company of the Company.
		Accordingly, the term \u201c Company \u201d is replaced with \u201c Employer Company \u201d, wherever necessary to ensure inclusion of Subsidiary Company or Associate Company of the Company.
4.1.40	-	New article 4.1.40 added to the Scheme
		Subsidiary/ \u201c Subsidiary Company\u201d shall have the same meaning as defined in section 2(87) of the Companies Act, 2013, as amended from time to time.
6.1	The maximum number of Options that may be granted pursuant to this Scheme shall not exceed 2,00,000 (Two Lakhs)_ Options which shall be convertible into equal number of Shares	The maximum number of Options that may be granted pursuant to this Scheme shall not exceed 40,00,000 (Forty Lakh) Options which shall be convertible into equal number of Shares of face value of _1/- each.
		Further, for the abovementioned amendment following footnote is inserted in the scheme to reflect the impact of corporate actions on the ESOP Pool:
		The original pool under the Scheme comprised 2,00,000 (Two Lakh) options convertible into an equal number of equity shares of the Company having a face value of Rs. 10 each . Further, the shareholders vide their resolution dated February 09, 2024 , approved the sub-division of equity shares of the Company from face value of Rs. 10 each to Re. 1 each and issuance of bonus shares in the ratio of 1:1. Consequently, pursuant to the sub-division of equity shares, the option pool under the Scheme was adjusted from 2,00,000 options to 20,00,000 options , and thereafter, pursuant to the bonus issue, the option pool was further proportionately adjusted from 20,00,000 options to 40,00,000 (Forty Lakh) options, each convertible into 1 (one) equity share of face value Re. 1 each .

Article No.	Existing provision	Proposed amendment
11.1	Under this Scheme, the Exercise Price will be decided by the Committee on the basis of the Market Price as defined in the Scheme.	11.1 The Exercise Price of the Options shall be determined by the Nomination and Remuneration Committee, at the time of Grant in accordance with Applicable Laws and shall be linked with the Market Price as defined in Article 4.1.24 of the Scheme.
		11.2 The Committee has the power to provide a suitable discount on such price as arrived above as per Article 11.1. However, in any case the Exercise Price shall not go below the face value of the Share of the Company.

Additionally, certain articles, including the definitions of Exercise Period, Relevant Date, Corporate Action, and powers of the Committee, Cases of Cessation w.r.t. retirement and termination due to misconduct have been aligned with the SEBI (SBEB & SE) Regulations.

Lastly, clerical refinements and renumbering have also been carried out across the Scheme to ensure overall clarity, coherence, internal consistency and regulatory compliance.

During the Financial Year 2025-26, the Nomination and Remuneration Committee in its meeting held on July 25, 2025 granted 3,90,000 options under ESOP- 2023.

The grant of Options is based upon the eligibility criteria as mentioned in the Scheme. The granted Options, once vested shall entitle the Option holder to acquire equivalent number of Equity shares of face value of _1/- each, upon payment of exercise price and applicable taxes in accordance with terms and conditions of the Scheme.

A statement giving complete details under Regulation 14 of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 is available on the website of the Company at https://sgmart.co.in/investor-relations/. There is no material change in the said scheme during the year except as mentioned above.

The Schemes are in compliance with SEBI (Share Based Employee Benefits & Sweat Equity) Regulations, 2021. The Certificate from the Secretarial Auditors of the Company certifying that the ESOP-2023 and ESOP-2025 are being implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolution passed by the Members, would be placed at the Annual General Meeting for inspection by Members.

15. Directors Responsibility Statement

Pursuant to provisions of clause (c) of sub-section 3 and subsection 5 of Section 134 of the Act, your Directors to the best of their knowledge hereby state and confirm that:

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

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

c. proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the annual financial statements have been prepared on a going concern basis;

e. the internal financial controls are laid down to be followed that and such internal financial controls are adequate and are operating effectively; and

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

16. CORPORATE SOCIAL RESPONSIBILITY (CSR)_

In line with the provisions of Section 135 read with Schedule VII of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014, your Company has framed its Corporate Social Responsibility ( CSR ) policy for development of programmes and projects for the benefit of weaker sections of the society and the same has been approved by Corporate Social Responsibility Committee ( CSR Committee ) and the Board of Directors of the Company. The CSR policy of the Company provides a road map for its CSR activities.

During the year under review, the Company was required to spend _1,40,62,808/- towards CSR in accordance with the provisions of Section 135 of the Act read with rules made thereunder. The CSR expenditure amount of _1,40,62,808/- has been earmarked for ongoing projects and transferred to the Unspent CSR Account on April 28, 2026 in accordance with Section 135(6) of the Companies Act, 2013, for the Financial Year 2025–26.

CORPORATE OVERVIEW

The Annual Report on CSR activities for the financial year 2025-26 containing salient features of CSR Policy and other relevant details is annexed herewith as Annexure C . The

CSR Policy of the Company is available on the Companys website and may be accessed at the link: https://sgmart. co.in/investor-relations/.

17. Particulars of Loans, Guarantees or Investments Under Section 186

In terms of Section 186 of the Companies Act, 2013 and rules framed thereunder, details of Loans, Guarantees given and Investments made have been disclosed in the Note no. 38 to the standalone financial statements for the year ended March 31, 2026.

18. Energy conservation, technology absorption and foreign exchange earnings and outgo:

Information pertaining to conservation of energy, technology absorption, foreign exchange earnings and outgo as required under Section 134 (3)(m) of the Act read with the Rule 8 (3) of the Companies (Accounts) Rules, 2014, is furnished as Annexure D , forming part of this Report.

19. Management discussion and analysis report

Management discussion and analysis report for the year under review, as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is presented in a separate section forming part of the Annual Report.

20. Corporate Governance

Your Company complies with the governance requirements provided under SEBI Listing Regulations. Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, a separate section on the Corporate Governance Report annexed as Annexure E to the Board

Report which forms an integral part of the Annual Report. A certificate from Practicing Company Secretary confirming compliance with corporate governance norms, as stipulated under the Listing Regulations, is annexed to the Corporate Governance Report.

The Corporate Governance Report which forms part of this annual report, also covers the following:

a) Composition of Board and statutory committees of the Board.

b) Particulars of the Board & Committee Meetings held during the financial year under review.

c) Policy on Nomination and Remuneration of Directors, Key Managerial Personnel and Senior Management including, inter alia, the criteria for performance evaluation of Directors. d) The manner in which formal annual evaluation has been made by the Board of its own performance and that of its Committees and individual Directors.

e) The details with respect to composition of Audit Committee and establishment of Vigil Mechanism.

f) Details regarding Risk Management.

21. Compliance with Secretarial Standards on Board and Annual General Meetings

During the period under review, the Company has duly complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

22. Prevention of Sexual Harassment of Women at Workplace

The Company has complied with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and has in place a Policy on Prevention of Sexual Harassment at the Workplace in line with the provisions of the said Act and an Internal Complaints Committee has also been set up to redress complaints received regarding sexual harassment. During the period under review, Company did not receive any complaint relating to sexual harassment.

Details of Sexual Harassment Complaints for the Financial Year 2025-26

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

Compliance with the Maternity Benefit Act, 1961

The Company complies with all provisions of the Maternity Benefit Act, 1961, and ensures that eligible female employees receive the maternity benefits, including paid leave, as per the statutory requirements.

23. Other Disclosures and Reporting

Your Directors state that no disclosure or reporting is required with respect to the following items as there were no transactions / instances on these items during the year under review:

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

(b) Any remuneration or commission received by Managing Director of the Company, from any of its subsidiary.

(c) Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except ESOS referred to in this report.

(d) Significant or material orders passed by the regulators or courts or tribunals which impacts the going concern status and companys operations in future.

(e) Material changes affecting the financial position of the Company which have occurred between the end of the financial year of the Company and the date of the Report.

(f) The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

(g) The details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

24. Appreciation

Your Directors would like to express its sincere appreciation to all employees, management, and stakeholders for their unwavering commitment, dedication, and hard work throughout the year. Their continued support and valuable contributions have played an instrumental role in the growth and success of the Company. We also extend our gratitude to our customers, partners, shareholders, and regulatory authorities for their trust, collaboration, and encouragement. We are confident that with the continued support of all our stakeholders, the Company will continue to scale new heights and achieve greater milestones in the coming years.

	For and on behalf of Board of Directors
	Sd/-	Sd/-
	Amit Thakur	Arun Agarwal
Place: Noida	Whole-Time Director	Director
Date: May 4, 2026	DIN: 10732682	DIN: 10067312