SGL Resources Ltd Directors Report

To The Members, SGL Resources Limited

Your Directors are pleased to present the 34th Annual Report on the business and operations together with the Audited Financial Statements for the year ended on March 31, 2026.

Financial Results

The Companys financial performance for the Year ended on March 31, 2026 is summarized below:

( in Lakhs Except EPS)

Sr. No. Particulars	Standalone FY 2025-26	Standalone FY 2024-25	Consolidated FY 2025-26	Consolidated FY 2024-25
1. Total Revenue	4,903.66	5,023.93	4,903.65	5,034.09
2. Profit before Finance Cost, Depreciation & Amortisation Expense and Tax Expense (Operating Profit)	827.83	1,135.69	839.32	1,140.63
3. Finance costs	5.61	122.74	17.41	122.82
4. Depreciation and Amortisation	811.38	867.72	811.38	867.72
5. Profit before Taxation (PBT)	10.84	145.23	10.53	150.09
6. Tax expense
Current Tax	85.04	53.89	85.04	53.89
Deferred Tax	(86.56)	(53.07)	(86.56)	(53.07)
Tax adjustment of Previous Year	1.23	4.02	1.35	4.02
7. Net Profit	11.14	140.40	10.70	145.25
8. Total Comprehensive Income (after tax)	14.77	137.89	14.33	142.74
9. EPS	0	0.08	0	0.08

State of Company Affairs

During the financial year ended March 31, 2026, the Company continued its operations in its existing business segment. The financial performance of the Company on a standalone and consolidated basis, as compared with the previous financial year, is set out below.

Standalone Performance

On a standalone basis, the Company recorded Total Income of 4,903.66 Lakhs during the financial year 2025-26 as against 5,023.93 Lakhs in the previous financial year, representing a decrease of approximately 2.39%. The Company recorded a Net Profit of 11.14 Lakhs during the year under review as against 140.40 Lakhs in the previous year. Total Comprehensive Income stood at 14.77 Lakhs as against 137.89 Lakhs in the previous year.

Consolidated Performance

On a consolidated basis, the Company recorded Total Income of 4,903.65 Lakhs during the financial year 2025-26 as against 5,034.09 Lakhs in the previous financial year, representing a decrease of approximately 2.59%. The consolidated Net Profit for the year under review stood at 10.70 Lakhs as against 145.25 Lakhs in the previous year, while Total Comprehensive Income stood at 14.33 Lakhs as against 142.74 Lakhs in the previous year.

The financial statements of the Company are prepared in compliance with the applicable provisions of the Companies Act, 2013 ("Act"), including the applicable Indian Accounting Standards (Ind AS). The Annual Report for the financial year 2025-26 also includes the Consolidated Financial Statements of the Company and its subsidiary for the financial year ended March 31, 2026.

Dividend

In the interest of prudence and to conserve resources, strengthen the Companys financial position, and meet its long-term funding needs, the Directors do not recommend any dividend for the financial year under review.

Company Name Company Name Company Name Company Name Company Name Company Name Company Name Company Name Company Name Company Name Company Name Company Name Company Name Company Name Company Name Company Name

Nature of Business

During the year under review, the Company continued its business in the field of Geospatial and Information Technology solutions. The Company is engaged in the design and development of Indigenous Geospatial software, namely IGIS (Integrated GIS and Image Processing Software), in joint development partnership with SAC-ISRO. The Company has developed various verticalised products and solutions based on IGIS for sectors including urban development, land records management, agriculture, defence, forestry, law enforcement and utilities, catering to specific business requirements through integrated GIS and remote sensing technology.

With a view to broadening its business scope and facilitating future diversification, the Board, at its meeting held on November 14, 2025, approved and recommended to the Members the alteration of the Objects Clause of the Memorandum of Association ("MOA") and adoption of a new MOA and Articles of Association ("AOA") in conformity with the Companies Act, 2013. The revised Objects Clause encompasses activities relating to Information Technology, Geomatics, GIS, data and analytics, artificial intelligence, automation, digital media and marketing, cloud solutions, business solutions, payment systems and other allied technology-enabled services. The requisite Special Resolutions were approved by the Members through Postal Ballot, with voting concluding on December 21, 2025, providing the Company with greater flexibility to pursue opportunities in emerging and allied business areas.

Transfer to General Reserve:

The Board of Directors of your company has decided not to transfer any amount to General Reserve for the year under review.

Investor Education and Protection Fund

During the financial year under review, no amount was required to be transferred by the Company to the Investor Education and Protection Fund pursuant to the applicable provisions of the Act. Further, there were no shares required to be transferred to the Investor Education and Protection Fund during the financial year under review.

Share Capital

During the year under review, the Company has not altered/modified its authorised share capital and has not issued any shares. The Company has not issued any sweat equity shares to its directors or employees.

Authorised Share Capital

As on March 31, 2026, the Authorised Share Capital of the Company stood at 125,00,00,000/- (Rupees One Hundred Twenty-Five Crore Only), comprising 62,50,00,000 (Sixty-Two Crore Fifty Lakh) Equity Shares of 2/- each.

Issued, Subscribed and Paid-Up Share Capital

As on March 31, 2026, the Issued, Subscribed and Paid-up Share Capital of the Company stood at 50,09,59,600/- (Rupees Fifty Crore Nine Lakh Fifty-Nine Thousand Six Hundred Only), comprising 25,04,79,800 (Twenty-Five Crore Four Lakh Seventy-Nine Thousand Eight Hundred) Equity Shares of 2/- each, fully paid-up.

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

During the year under review, the Company has not issued shares with differential voting rights. As on March 31, 2026, none of the Directors of the Company holds instruments convertible into equity shares of the Company.

Extra-Ordinary General Meeting and Postal Ballot

The details pertaining to the Extra-Ordinary General Meeting and Postal Ballot conducted by the Company during the financial year under review are provided in the Corporate Governance Report, forming part of this Annual Report.

Material Changes and Commitments Affecting Financial Position between end of the Financial Year and Date of Report

There were no material changes or commitments affecting the financial position of the Company which occurred between the end of the financial year of the Company and the date of this Directors Report.

Board of Directors and Key Managerial Personnel

The Board of Directors of the Company comprises an appropriate mix of Executive, Non-Executive and Independent Directors, in accordance with the applicable provisions of the Act and the SEBI Listing Regulations.

During the financial year under review, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Appointment and Regularisation of Directors

Ms. Sona Bachani (DIN: 10119435) was appointed as an Additional Director in the category of Non-Executive Independent Director with effect from June 18, 2025. She was subsequently appointed as a Non-Executive Independent Director for a consecutive term of five years, with effect from July 18, 2025, upon approval of the Members at the Extra-Ordinary General Meeting held on July 18, 2025.

Mr. Sachin Kumar (DIN: 10890148) was appointed as an Additional Director in the category of Non-Executive Non-Independent Director with effect from June 25, 2025. His appointment as Non-Executive Non-Independent Director, liable to retire by rotation, was approved by the Members at the Extra-Ordinary General Meeting held on July 18, 2025.

Mr. Murli Chandak (DIN: 10248881) was appointed as an Additional Director in the category of Non-Executive Independent Director with effect from June 25, 2025. He was subsequently appointed as a Non-Executive Independent Director for a consecutive term of five years, with effect from July 18, 2025, upon approval of the Members at the Extra-Ordinary General Meeting held on July 18, 2025.

Mr. Mohan Lakhanlal Chandramani (DIN: 01462553) was appointed as an Additional Director in the category of Non-Executive Independent Director with effect from June 25, 2025. He was subsequently appointed as a Non-Executive Independent Director for a consecutive term of five years, with effect from July 18, 2025, upon approval of the Members at the Extra-Ordinary General Meeting held on July 18, 2025.

Mr. Suhit Bakshi (DIN: 06395813) was appointed as an Additional Director in the category of Non-Executive Non-Independent Director with effect from September 4, 2025. His appointment as Non-Executive Non-Independent Director was approved by the Members at the 33rd Annual General Meeting held on September 30, 2025. He is liable to retire by rotation in accordance with the provisions of the Act and the Articles of Association of the Company.

Cessation of Directors

During the financial year under review, the following Directors ceased to hold office:

Mr. Bony Kiritkumar Patel (DIN: 10644253) was appointed as an Additional Director in the category of Non-Executive Non-Independent Director with effect from June 18, 2025, subject to approval of the Members. As the requisite approval was not obtained, he ceased to be a Director with effect from July 18, 2025.

Mr. Ritesh Shivkumar Mishra (DIN: 10674791) was appointed as an Additional Director in the category of Non-Executive Independent Director with effect from June 18, 2025. He subsequently resigned from the Board with effect from June 24, 2025, due to his preoccupation and other personal commitments.

Ms. Niyati Vora (DIN: 10997730) was appointed as an Additional Director in the category of Non-Executive Independent Director with effect from June 18, 2025. She subsequently resigned from the Board with effect from June 24, 2025, due to her pre-occupation and other personal commitments.

Mr. Dinesh Jamnadas Shah (DIN: 02377709) completed his tenure as an Independent Director and ceased to be a Director of the Company with effect from September 30, 2025.

Mr. Rajeshbhai Amrutbhai Katkoria (DIN: 00548324), Non-Executive Non-Independent Director, who was appointed as an Additional Director with effect from February 14, 2025, ceased to hold office with effect from May 24, 2025, upon non-approval of his appointment by the Members through Postal Ballot.

Mrs. Nayanben Jayeshbhai Vanparia (DIN: 07760252), Non-Executive Non-Independent Director, who was appointed as an Additional Director with effect from March 26, 2025, ceased to hold office with effect from May 24, 2025, upon non-approval of her appointment by the Members through Postal Ballot.

Mr. Kevai Rajeshbhai Parikh (DIN: 10757737), Non-Executive Independent Director, who was appointed as an Additional Director with effect from March 26, 2025, ceased to hold office with effect from May 24, 2025, upon non-approval of his appointment by the Members through Postal Ballot.

Mrs. Pooja Smit Shah (DIN: 07441428), Non-Executive Independent Director, who was appointed as an Additional Director with effect from March 26, 2025, ceased to hold office with effect from May 24, 2025, upon non-approval of her appointment by the Members through Postal Ballot.

Change in Designation

Mr. Kantilal Vrajlal Ladani (DIN: 00016171) was designated as Whole-Time Director and Chief Financial Officer ("CFO") of the Company with effect from June 25, 2025.

Key Managerial Personnel

Ms. Krishna Manthan Bhavsar, Company Secretary and Compliance Officer and Key Managerial Personnel of the Company, tendered her resignation from the said position with effect from January 7, 2025, after working hours, due to personal reasons. The Company accepted her resignation and confirmed that there were no other material reasons for her resignation.

1. Mr. Kantalil Vrajlal Ladani - Whole-Time Director and Chief Financial Officer; and
2. Ms. Foram Sagar Bhuva - Company Secretary and Compliance Officer.

Retirement by Rotation

Pursuant to Section 152(6) of the Act, read with the applicable provisions of the Articles of Association of the Company, Mr. Suhit Bakshi (DIN: 06395813) 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 recommends his re-appointment. The brief profile and other requisite particulars of Mr. Suhit Bakshi are provided in Annexure I to this Report.

Changes in Directors and Key Managerial Personnel after the end of the Financial Year

Subsequent to the close of the financial year ended March 31, 2026, the following changes took place in the composition of the Board of Directors and Key Managerial Personnel of the Company:

Ms. Foram Sagar Bhuva tendered her resignation from the position of Company Secretary and Compliance Officer of the Company vide her letter dated June 24, 2026, with effect from the close of business hours on June 24, 2026, due to personal reasons. The Board took note of and accepted her resignation. In accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), Ms. Bhuva confirmed that there was no other material reason for her resignation other than the reason stated in her resignation letter.

Mrs. Rekha Vishal Jhanwar was appointed as the Company Secretary and Compliance Officer and Key Managerial Personnel of the Company with effect from June 25, 2026, pursuant to the recommendation of the Nomination and Remuneration Committee and approval of the Board of Directors.

Ms. Sona Bachani (DIN: 10119435) tendered her resignation from the position of Non-Executive Independent Director with effect from the close of business hours on July 27, 2026, due to her pre-occupation with other commitments. In accordance with the applicable provisions of the Listing Regulations, she confirmed that there was no other material reason for her resignation other than the reasons stated in her resignation letter.

Mrs. Himali Maheshbhai Thakkar (DIN: 10752931) was appointed as an Additional Director designated as Non-Executive Independent Director with effect from July 27, 2026, for an initial term of five consecutive years from July 27, 2026 to July 26, 2031, subject to approval of the Members at the ensuing Annual General Meeting. The Board, based on the requisite declarations and confirmations, has confirmed that she fulfils the applicable criteria of independence prescribed under the Act and the Listing Regulations. She is not related to any Director of the Company and is not debarred from holding the office of Director by virtue of any order passed by SEBI or any other regulatory authority.

Mr. Mohan Lakhanlal Chandiramani (DIN: 01462553), Non-Executive Independent Director of the Company, tendered his resignation from the office of Independent Director with effect from August 26, 2026, due to his inability to attend the scheduled meetings of the Board and consequently his inability to effectively discharge his duties and responsibilities as an Independent Director. In accordance with the applicable provisions of the Listing Regulations, he confirmed that there was no other material reason for his resignation other than the reasons stated in his resignation letter.

Mr. Murli Chandak (DIN: 10248881), Non-Executive Independent Director of the Company, tendered his resignation from the office of Independent Director with effect from August 26, 2026, due to his inability to attend the scheduled meetings of the Board and consequently his inability to effectively discharge his duties and responsibilities as an Independent Director. In accordance with the applicable provisions of the Listing Regulations, he confirmed that there was no other material reason for his resignation other than the reasons stated in his resignation letter.

The Board placed on record its appreciation for the valuable contribution and guidance provided by the outgoing Directors and Key Managerial Personnel during their respective association with the Company.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

As at March 31, 2026, the Company has one subsidiary company and does not have any associate company or joint venture.

2024

Pursuant to Section 134 of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014, the Boards Report is required to report on the highlights of performance of the subsidiary and its contribution to the overall performance of the Company during the year under review. Accordingly, the relevant details of the subsidiary, including its performance and financial position, are provided in Form AOC-1, which forms part of the Annual Report and is annexed to this Report as Annexure II.

The Company has prepared Consolidated Financial Statements in accordance with the applicable provisions of the Act and the applicable Indian Accounting Standards. The Consolidated Financial Statements include the financial results of the subsidiary company.

The separate audited financial statements of the subsidiary company are available for inspection by the Members at the Registered Office of the Company in accordance with Section 136 of the Act and shall be made available to any Member upon request, subject to the applicable provisions of the Act. The same are also available on the website of the Company at www.sgligis.com.

During the year under review, no company became or ceased to be a subsidiary, associate or joint venture of the Company.

Criteria for determining Qualifications, Positive Attributes, Independence and other Matters concerning a Director

The Companys Board is constituted in accordance with the applicable provisions of the Act and the Listing Regulations. The Board comprises Executive, Non-Executive and Independent Directors having varied qualifications, experience and professional expertise relevant to the Companys business and operations.

The Nomination and Remuneration Committee ("NRC") has established the framework for assessing the suitability of persons proposed to be appointed as Directors, as well as for evaluating their performance. The framework considers the individuals qualifications, professional experience, knowledge, integrity, independence of judgement, leadership capabilities and ability to contribute effectively to the deliberations of the Board and its Committees.

The composition of the Board also reflects an appropriate balance of skills, experience, knowledge and diversity required for effective governance and oversight. The collective competencies available with the Board include business and strategic management, finance and accounting, information technology, geospatial and GIS solutions, technology and digital transformation, corporate governance, legal and regulatory matters, risk management and industry knowledge.

The Board periodically reviews its composition and the competencies required to support the Companys business objectives and long-term strategy.

Policy on Directors Appointment and Remuneration

The Company has adopted a policy on Directors appointment and remuneration, including the criteria for determining the qualifications, positive attributes and independence of Directors, as well as the remuneration of Key Managerial Personnel and other employees.

The policy provides the framework for identifying and recommending suitable candidates for appointment to the Board and its Committees, determining the terms of appointment and remuneration of Directors, Key Managerial Personnel and other employees, and evaluating the performance of the Board, its Committees and individual Directors.

The policy is administered by the Nomination and Remuneration Committee and is reviewed periodically to ensure alignment with the applicable provisions of the Act, the SEBI Listing Regulations and the Companys business requirements.

The Policy on Directors appointment and remuneration is available on the Companys website at https://www.sgligis.com/investors/#leadership

Details of Independent Director(s) and their Declaration

As at March 31, 2026, the following Directors were serving as Non-Executive Independent Directors of the Company:

Sr. No. Name of Director	DIN
1 Ms. Sona Bachani	10119435
2 Mr. Murli Chandak	10248881
3 Mr. Mohan Lakhanal Chandiramani	01462553

The Company has received the necessary declarations and confirmations from all the Independent Directors pursuant to Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act, the Rules made thereunder and the Listing Regulations.

The Board, after taking into consideration the declarations and confirmations received from the Independent Directors and based on its assessment, is of the opinion that the Independent Directors fulfil the conditions specified under the Act and the Listing Regulations and are independent of the management of the Company.

The Independent Directors have also confirmed that they have complied with the applicable requirements relating to registration with the Independent Directors Databank and the proficiency requirements, wherever applicable.

Independent Directors Meeting

During the financial year under review, the Independent Directors of the Company met separately, without the presence of Non-Independent Directors and members of the management, in accordance with the applicable provisions of the Act and the Listing Regulations.

The Independent Directors, inter alia, reviewed the performance of the Non-Independent Directors and the Board as a whole, assessed the performance of the Chairperson of the Company and evaluated the quality, quantity and timeliness of the flow of information between the management and the Board.

Familiarization Programme for Independent Directors

The Company provides appropriate briefings and orientation to its Independent Directors to familiarise them with the Companys business model, operations, financial performance, strategic priorities, regulatory environment, risk management framework and governance practices.

The Independent Directors are also provided opportunities to interact with the senior management and functional heads of the Company to enhance their understanding of the business and enable them to discharge their responsibilities effectively. Details of the familiarisation programmes are available on the Companys website https://www.sgligis.com/investors/#leadership

Board Meetings and Governance Oversight

During the financial year under review, 12 (Twelve) meetings of the Board of Directors were held. The meetings were conducted in accordance with the applicable provisions of the Act, the Listing Regulations and Secretarial Standard-1 on Meetings of the Board of Directors issued by the Institute of Company Secretaries of India.

The requisite quorum was present at all the meetings. The dates of the meetings and the attendance of the Directors are disclosed separately in the Corporate Governance Report forming part of this Annual Report.

The Board regularly reviewed the reports and recommendations of its Committees and considered all matters requiring its attention in accordance with the applicable statutory and regulatory requirements.

Committees of Board

The Board of Directors has constituted various Committees to assist the Board in discharging its responsibilities effectively and to ensure appropriate oversight of the Companys affairs. The Committees function within their respective terms of reference and in accordance with the applicable provisions of the Act, the Listing Regulations and other applicable regulatory requirements.

During the financial year under review, the following Committees were constituted by the Board:

Audit Committee; Nomination and Remuneration Committee; and Stakeholders Relationship Committee.

The composition, terms of reference, powers and responsibilities of these Committees are reviewed periodically by the Board and are aligned with the applicable statutory and regulatory requirements.

Audit Committee

The Audit Committee has been constituted in accordance with Section 177 of the Act and Regulation 18 of the Listing Regulations. The Committee assists the Board in, inter alia, overseeing the financial reporting process, reviewing the financial statements and related disclosures, monitoring the adequacy and effectiveness of internal financial controls and risk management systems, and overseeing the internal and statutory audit functions.

During the financial year under review, the Board considered and accepted all the recommendations made by the Audit Committee.

The composition of the Audit Committee, its terms of reference, number and dates of meetings held and attendance of its members are provided separately in the Corporate Governance Report, forming part of this Annual Report.

Nomination And Remuneration Committee

The Nomination and Remuneration Committee has been constituted in accordance with Section 178 of the Act and Regulation 19 of the Listing Regulations. The Committee is responsible, inter alia, for formulating and recommending criteria for determining qualifications, positive attributes and independence of Directors, recommending appointments to the Board and Senior Management, overseeing the performance evaluation framework and recommending remuneration in accordance with the applicable statutory and regulatory requirements.

During the financial year under review, the Board considered and accepted all the recommendations made by the Nomination and Remuneration Committee.

The composition of the Committee, its terms of reference, number and dates of meetings held and attendance of its members are provided separately in the Corporate Governance Report, forming part of this Annual Report.

Stakeholders Relationship Committee

The Stakeholders Relationship Committee has been constituted in accordance with Section 178(5) of the Act and Regulation 20 of the Listing Regulations. The Committee, inter alia, considers and resolves the grievances and concerns of security holders, including those relating to transfer/transmission of securities, non-receipt of dividends, annual reports and other investor-related matters, and oversees measures for effective engagement with the Companys security holders.

The Company endeavours to ensure timely resolution of investor grievances and effective communication with its Members and other security holders.

The composition of the Committee, its terms of reference, number and dates of meetings held and attendance of its members are provided separately in the Corporate Governance Report, forming part of this Annual Report.

During the year under review, all recommendations made by the Audit Committee and the Nomination and Remuneration Committee were accepted by the Board. There were no instances during the year where the Board did not accept any recommendation of the Committees that was mandatorily required to be reported under the applicable provisions of the Act and the Listing Regulations.

Directors Responsibility Statement:

Pursuant to the requirements of Section 134(3)(c) of the Act, the Directors, to the best of their knowledge and belief, state that:

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

b. such accounting policies as mentioned in the notes to the Financial Statements 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 March 31, 2026 and of the profit of the Company 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. proper internal financial controls are in place and that the financial controls are adequate and are operating effectively;

f. proper system was devised to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively during the financial year under review.

Evaluation of Board Performance

Pursuant to the applicable provisions of the Act and Regulation 17(10) of the Listing Regulations, the annual performance evaluation of the Board, its Committees and individual Directors was carried out during the financial year under review.

The manner in which the performance evaluation was conducted, the criteria used for such evaluation and the outcome thereof are set out in the Corporate Governance Report forming part of this Annual Report.

Auditors

Statutory Auditors

M/s. Ram Chandak & Associates, Chartered Accountants (Firm Registration No. 151611W), were appointed as the Statutory Auditors of the Company for a term of five consecutive years commencing from the conclusion of the 33rd Annual General Meeting held on September 30, 2025, and shall hold office until the conclusion of the 38th Annual General Meeting of the Company.

The Statutory Auditors have issued their Report on the Audited Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer and, accordingly, does not call for any further explanation or comments from the Board.

The Statutory Auditors have expressed an unmodified opinion on the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.

Details in respect of frauds reported by auditors under sub-section (12) of Section 143 other than those which are reported to the central government:

Pursuant to Section 143(12) of the Act, there were no instances of fraud reported by the Statutory Auditors to the Audit Committee or the Board during the financial year under review, other than those which are required to be reported to the Central Government.

Secretarial Auditor

Pursuant to Section 204 of the Act read with the applicable rules made thereunder, M/s. Harish P. Jain & Associates, Practising Company Secretaries, Ahmedabad, were appointed as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from the financial year 2025-26 and continuing up to the financial year 2029-30.

The Secretarial Audit Report for the financial year ended March 31, 2026, in Form MR-3, forms part of this Annual Report and is annexed as Annexure III to this Report.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer requiring any explanation or comment from the Board.

Explanation of Observations of the Secretarial Auditor

The observations made by the Secretarial Auditor in the Secretarial Audit Report for the financial year ended March 31, 2026, primarily relate to certain procedural delays in statutory filings, for which penalties were levied by the regulatory authorities. The management has taken note of the observations and has strengthened its internal compliance monitoring and review mechanisms to ensure timely compliance with applicable statutory and regulatory requirements.

The delays were procedural in nature and did not have any impact on the financial position, financial performance, operations or cash flows of the Company. The Company has also taken appropriate corrective measures to avoid recurrence of such instances and remains committed to maintaining timely and effective compliance with all applicable laws and regulations.

Cost Auditor

The provisions relating to maintenance of cost records and cost audit under Section 148 of the Act read with the applicable rules made thereunder are not applicable to the Company for the financial year 2025-26. Accordingly, the appointment of a Cost Auditor was not required for the financial year under review.

Internal Auditor

The Company has an internal audit function commensurate with the size and nature of its business and operations. The internal audit function assists the Company in evaluating and strengthening its internal financial controls, risk management processes and operational controls.

The internal audit reports and significant observations arising therefrom are placed before the Audit Committee for review and consideration, and appropriate corrective measures are taken wherever considered necessary.

Based on the recommendation of the Audit Committee, the Board appointed Mr. Dhaval Rajpal as the Internal Auditor of the Company for the financial year 2025-26. The internal audit reports and significant observations arising therefrom were placed before the Audit Committee for its review and consideration, and appropriate corrective measures were taken wherever considered necessary.

Compliance with Secretarial Standards

The Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government, pursuant to Section 118(10) of the Act, during the financial year under review.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, are set out in Annexure IV to this Report and form an integral part of this Report.

Management Discussion and Analysis

The Management Discussion and Analysis Report, as required under the applicable provisions of the Listing Regulations, forms part of this Annual Report and provides an overview of the industry outlook, operational performance, business environment, opportunities, risks and other relevant developments concerning the Company.

Corporate Governance Report

The Company is committed to maintaining high standards of corporate governance and conducting its affairs with transparency, accountability, integrity and fairness.

The Corporate Governance Report, as required under the applicable provisions of the SEBI Listing Regulations, forms an integral part of this Annual Report. The Report, inter alia, provides details relating to the composition and functioning of the Board and its Committees, Board and Committee meetings, attendance, governance practices and other disclosures prescribed under the applicable regulatory framework.

The Company has also obtained the requisite certificate from the Practising Company Secretary confirming compliance with the applicable requirements relating to corporate governance, which forms part of the Corporate Governance Report.

Loans, Guarantees or Investments under Section 186 of the Companies Act, 2013

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act, as applicable, are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

Contracts and Arrangements with Related Parties

During the financial year under review, the Company entered into transactions with related parties in the ordinary course of business and on an arms length basis, wherever applicable.

All Related Party Transactions ("RPTs") were undertaken in compliance with the applicable provisions of the Act and the Listing Regulations. The Audit Committee reviewed and approved the RPTs in accordance with the applicable regulatory framework and the Companys Policy on Related Party Transactions. Where applicable, omnibus approvals were obtained from the Audit Committee in accordance with Regulation 23 of the Listing Regulations.

During the financial year under review, there were no material Related Party Transactions requiring approval of the Members under the applicable provisions of the Act and the Listing Regulations. Accordingly, no disclosure in this regard is required to be made under the applicable provisions relating to material RPTs.

The particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, in the prescribed Form AOC-2, are annexed to this Report as Annexure V and form part of this Report.

The disclosures relating to Related Party Transactions, as required under the applicable Indian Accounting Standards, are provided in the Notes to the Financial Statements forming part of this Annual Report.

The Company has in place a Policy on Materiality of Related Party Transactions and on Dealing with Related Party Transactions, which is reviewed and updated in accordance with the applicable regulatory requirements. The Policy is available on the Companys website at www.sgligis.com/investors/#governance.

Annual Return

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company as at March 31, 2026, in the prescribed form, is available on the Companys website at www.sgligis.com/investors/#governance.

Particulars of Employees and Related Disclosures

The disclosures relating to remuneration and other particulars of Directors and employees, as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in Annexure VI to this Report and form part of this Report.

Internal Financial Controls

The Company has adequate internal financial controls with reference to the Financial Statements, commensurate with the size, scale and complexity of its operations. Such controls are designed to provide reasonable assurance regarding the reliability of financial reporting, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records and timely preparation of reliable financial information.

The internal financial controls are reviewed periodically and are supplemented by internal audit processes covering operational, financial and compliance areas. During the financial year under review, no material weakness in the design or operating effectiveness of the internal financial controls with reference to the Financial Statements was identified.

The Board is of the opinion that the Companys internal financial controls with reference to the Financial Statements were adequate and operating effectively during the financial year under review.

Risk Management

The Company has implemented a risk management framework for identification, assessment, monitoring and mitigation of risks associated with its business and operations. The framework enables the Company to identify key risks, assess their potential impact and likelihood, establish appropriate mitigation measures and monitor the effectiveness of such measures on an ongoing basis.

The Board, through the appropriate Committees and management processes, periodically reviews the Companys risk profile and the adequacy of the risk mitigation measures. The Company continues to monitor emerging risks and business opportunities and takes appropriate measures to minimise their potential impact.

Based on the assessment undertaken during the year under review, the Board is not aware of any risk which, in its opinion, may threaten the existence of the Company. The Company remains focused on strengthening its risk management processes in line with the evolving business and regulatory environment.

Whistle Blower Policy

Pursuant to Section 177(9) and Section 177(10) of the Act and Regulation 22 of the Listing Regulations, the Company has established a Vigil Mechanism through its Whistle Blower Policy to provide a framework for Directors and employees to report concerns relating to unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct, policies or applicable laws and regulations.

The mechanism provides for appropriate safeguards against victimisation of persons who use the mechanism and provides for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy is available on the Companys website at on https://www.sgligis.com/investors/#governance

Significant and Material Orders by the Regulators or Courts or Tribunals which impact the going concern status and the Companys Future Operations.

During the financial year under review, no significant and material orders were passed by any regulator, court or tribunal which could impact the going concern status of the Company or its future operations.

Public Deposits

During the financial year under review, the Company has not accepted any deposits within the meaning of Section 73 of the Act read with the Companies (Acceptance of Deposits) Rules, 2014.

Accordingly, the provisions relating to acceptance of deposits from members or the public were not applicable to the Company during the year under review.

Corporate Social Responsibility

The provisions relating to Corporate Social Responsibility under Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 were not applicable to the Company during the financial year under review. Accordingly, the Company was not required to constitute a CSR Committee or formulate and implement a CSR Policy during the year under review.

Application or Proceeding pending under the Insolvency and Bankruptcy Code, 2016

During the financial year under review, no application was made and no proceeding was pending against the Company under the Insolvency and Bankruptcy Code, 2016, which would materially affect the financial position of the Company.

One-Time Settlement with Banks or Financial Institutions

During the financial year under review, there was no one-time settlement entered into by the Company with any bank or financial institution. Accordingly, the disclosure relating to the difference between the amount of valuation done at the time of one-time settlement and the valuation while availing loans from banks or financial institutions is not applicable to the Company.

Disclosure as Per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to providing a safe, inclusive and respectful workplace and has a zero-tolerance approach towards sexual harassment. The Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace in accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder.

The Company has constituted an Internal Committee in accordance with the applicable provisions of the said Act to inquire into and redress complaints relating to sexual harassment at the workplace.

The Company has complied with the applicable requirements relating to prevention, prohibition and redressal of sexual harassment at the workplace during the financial year under review.

The prescribed disclosure relating to complaints of sexual harassment during the financial year is as follows:

Particulars	Number
Number of complaints of sexual harassment received during the year	Nil
Number of complaints disposed of during the year	Nil
Number of complaints pending as at March 31, 2026	Nil
Number of complaints pending for more than ninety days	Nil

The Policy is available on the website of the Company on https://www.sgligis.com/investors/#governance. No complaint has been received on sexual harassment during the financial year 2025-2026.

Maternity Benefit

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961 and the rules made thereunder during the financial year under review. The Company has extended the prescribed maternity benefits and related entitlements to eligible women employees in accordance with the applicable statutory requirements.

Industrial Relations

The Company maintained cordial and constructive relations with its employees throughout the financial year under review. The Board places on record its appreciation for the commitment, contribution and support extended by the employees across all levels towards the Companys operations and objectives.

Acknowledgement

The Board of Directors places on record its sincere appreciation for the continued support, cooperation and confidence extended to the Company by its shareholders, customers, business partners, suppliers, bankers, government authorities, regulatory bodies and other stakeholders.

The Board also expresses its appreciation for the valuable contribution, dedication and commitment of the employees at all levels, whose continued support has contributed to the Companys operations and progress during the financial year under review.

The Directors look forward to the continued support and cooperation of all stakeholders in the Companys endeavour to pursue sustainable growth and long-term value creation.

By Order of the Board of Directors For	SGL Resources Limited
Date: September 7	2026 Place: Ahmedabad

SD/- Kantilal Ladani Chairman & Whole-time Director & CFO (DIN: 00016171)

1. Name of the Subsidiary
2. Date since when subsidiary was acquired
3. Reporting period for the subsidiary, if different from the holding companys reporting period
4. Reporting Currency and Exchange rate as on the last date of the relevant Financial year in the case of foreign subsidiaries.
5. Share Capital
6. Reserves & Surplus
7. Total Assets
8. Total Liabilities
9. Investments
10. Turnover
11. Profit Before Taxation
12. Provision for Taxation
13. Profit After Taxation
14. Proposed Dividend
15. Percentage of Shareholding

Notes:

1. The subsidiary has not been liquidated or ceased to be a subsidiary during the year.
2. Details of subsidiaries which are yet to commence operations, if any, are disclosed separately as required under the applicable provisions.

PART "B": ASSOCIATES AND JOINT VENTURES

The Company does not have any Associate Company or Joint Venture as at March 31, 2026. Accordingly, the particulars required under Part "B" of Form AOC-1 are not applicable.

By Order of the Board of Directors For, SGL Resources Limited

Kantilal Ladani Chairman & Whole-time Director & CFO (DIN: 00016171)