Silgo Retail Ltd Directors Report

To,

The Members of SILGO RETAIL LIMITED

Your directors are pleased to present the 11th Annual Report of your company together with Audited Financial statements for the year ended March 31, 2026.

FINANCIAL PERFORMANCE

Your Companys performance during the year ended March 31, 2026 as compared to the previous financial year, is summarized as below-

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	4703.36	4437.48	4703.36	4437.48
Other Income	5.27	2.06	5.27	2.06
Total Income	4708.64	4439.54	4708.64	4439.54
Total Expenditures (Excluding Interest & Depreciation)	3821.60	3812.11	3821.60	3812.11
Profit before Interest, Depreciation and Tax (PBIDT)	887.04	627.44	887.04	627.44
Less: Depreciation	2.51	3.30	2.51	3.30
Less: Interest	79.32	17.50	79.32	17.50
Profit before Tax (PBT)	805.20	606.64	805.20	606.64
Share of Loss of an Associates	-	-	(5.80)	-
Less: Tax Expenses (Including Deferred Tax)	229.69	158.86	229.69	158.86
Profit After Tax	575.51	447.77	569.71	447.77
Other comprehensive income for the year, net of tax	4.12	6.00	4.12	6.00
Total comprehensive income for the year	579.64	453.78	573.84	453.78
Earnings per equity share (in Rs.):
Basic	2.38	2.36	2.37	2.36
Diluted	2.38	2.36	2.37	2.36

The Standalone/Consolidated Financial Statements of your Company for FY 2025-26 are prepared in compliance with the applicable provisions of the Companies Act, 2013 ("the Act"), Indian Accounting Standards ("Ind AS") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("SEBI Listing Regulations").

STATE OF AFFAIRS OF THE COMPANY/BUSINESS OPERATIONS

Your Company is engaged in the business of trade, manufacture and sale of silver jewellery and precious stones, offering a wide range of hallmarked and certified silver jewellery. During FY 2025-26, the Company also forayed into the renewable energy sector, particularly solar power generation, as part of its business diversification initiatives. However, no revenue was generated from the solar power business during the year under review.

During the year, the revenue from operations of your Company increased by 5.99% to ^ 4703.36 Lakhs as against ^4,437.48 Lakhs as of last year at gross level. The Net Profit for the year ended March 31, 2026, stood at Rs. 575.51 Lacs. The Company recorded a Net Profit growth of 28.52% in FY 2025-26 on y-o-y basis as compared to FY 2024-25.

DIVIDEND

Your directors have not recommended any dividend for the year.

LISTING OF SHARES

The Equity Shares of our Company remain listed on the National Stock Exchange of India Limited. As of now, the listing fees for the year 2025-26 have been settled with the Stock Exchange. Its important to note that the shares of the company are required to be traded exclusively in dematerialized form.

CHANGE IN NATURE OF BUSINESS

There has been no change in the existing nature of business of your Company during the year under review. The Company continues to be engaged in the jewellery business and has additionally forayed into the renewable energy sector, particularly solar power generation, as part of its business diversification initiatives.

TRANSFER TO RESERVES

During the year under review, the directors have allocated funds to general reserve of Rs. 569.72/- SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

During the financial year under review, the Company expanded its group structure by incorporating 9 wholly-owned subsidiary companies, namely:

Silgo Power 1 Private Limited Silgo Power 2 Private Limited Silgo Power 3 Private Limited Silgo Power 4 Private Limited Silgo Power 5 Private Limited Silgo Power 7 Private Limited Silgo Power 8 Private Limited Silgo Power 9 Private Limited Silgo Power 10 Private Limited

Further, during the year, the Company acquired 49% equity stake in Hare Krishna Creative Realty Private Limited, which consequently became an Associate Company of the Company.

Accordingly, as on 31st March 2026, the Company had 9 Subsidiary Companies and 1 Associate Company, and no Joint Venture Company.

SIGNIFICANT AND MATERIAL ORDERS

No significant or substantial orders have been issued by regulators, courts, or tribunals that would have an impact on the Companys ability to continue its operations in the future.

ORDER OF SEBI, NSE LIMITED

During the year under review, the Company received certain communications/orders from regulatory authorities and the Stock Exchange in relation to compliance matters. The same did not have any material impact on the operations, financial position or the Companys ability to continue its business.

PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS

During the year under review, the Company made an investment of ^24.99 Lakhs in Hare Krishna Creative Realty Private Limited by acquiring 2,45,000 equity shares, representing 49% of its paid-up share capital. The Company also provided a corporate guarantee/security in connection with the loan facility availed by Hare Krishna Creative Realty Private Limited, pursuant to the approval of the members under Section 186 of the Companies Act, 2013. The particulars of such investment, guarantee and security are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

BORROWINGS

During the financial year under review, the Company availed a new Cash Credit (CC) facility of ^4.95 Crores from State Bank of India and an Inter-Corporate Deposit (ICD) of ^15 Crores from Ashika Credit Capital Limited. The details and terms of the borrowings are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

CREDIT RATING

Not Applicable.

SHARE CAPITAL

During the financial year under review, the Company undertook various corporate actions, including preferential issues and a rights issue. The Company also issued 1,30,00,000 warrants, which remained outstanding and unconverted as at 31st March 2026.

During the year, the Company issued 48,62,727 Equity Shares pursuant to the first preferential issue, 12,45,000 Equity Shares pursuant to the second preferential issue and 73,81,359 partly paid-up Equity Shares pursuant to the Rights Issue. The Company subsequently made the First and Final Call on the partly paid-up Equity Shares and filed the requisite forms with the Registrar of Companies.

Accordingly, as on 31st March 2026, the Issued, Subscribed and Paid-up Equity Share Capital of the Company comprised 3,19,08,860 Equity Shares of ^10/- each. The Authorised Share Capital of the Company as on 31st March 2026 stood at ^55 Crores.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES AND EQUITY SHARES WITH DIFFERENTIAL RIGHTS

The Company has neither issued shares with differential voting rights nor granted any stock options or issue any sweat equity or issued any bonus shares. Further, the Company has not bought back any of its securities during the year under review and hence no details / information invited in this respect.

DISCLOSURE REGARDING THE DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT

Pursuant to Section 42 and Section 62(1)(c) of the Companies Act, 2013, the Company raised funds through preferential allotment during the financial year under review. The funds raised through the first preferential issue were utilised towards meeting the additional working capital requirements and augmenting the capital base of the Company for its expansion and growth. The funds raised through the second preferential issue were utilised towards investment in the Solar and Renewable Energy Business, working capital requirements of the Gems and Jewellery Business and general corporate purposes, in accordance with the objects of the issue.

ANNUAL RETURN

Pursuant to the provisions of section 92(3) of the Companies Act, 2013 (the Act) read with the Companies (Management and Administration) Rules, 2014, the annual return for FY2026 (under the revised format), which will be filed with Registrar of Companies/MCA, will be uploaded on the Companys website and can be accessed at www.silgo.in

SECRETARIAL STANDARDS

Your directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with. Your Company has complied with the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Companies Act, 2013.

COST RECORDS

Under the provisions of Section 148 of the Act, your Company is not required to maintain cost records. MATERIAL CHANGES AND COMMITMENTS

Subsequent to the close of the financial year, on 17th June 2026, the Company acquired Bluesky Renewables Private Limited and Terraverde Renewables Private Limited, as part of its strategy to expand and strengthen its presence in the renewable energy sector. Except for the aforesaid, there have been no other material changes and commitments affecting the financial position of the Company between 31st March 2026 and the date of this Directors Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

• DETAILS OF DIRECTORS AND KMP WHO WERE APPOINTED AND RESIGNED DURING THE

YEAR

The Composition of the Board and Key Managerial Persons of the Company as on March 31, 2026 were as follows:

Sr. No.	Name	Category	Date of Appointment	Date of Re- appointment	Date of Cessation
1	Mr. NITIN JAIN	Managing Director	09.01.2016	13.06.2023	?
2	Mrs. ANJANA JAIN	Whole-time Director	20.12.2021	---	---
3	Ms. ANISHA JAIN	Non-Executive Director	22.08.2022	20.08.2025	?
4	Mr. SHALABH GUPTA	Non-Executive Independent Director	28.07.2018	27.07.2023	---
5	Mr. ANIL KUMAWAT	Non-Executive Independent Director	19.03.2025	---	---
6	Mr. LILADHAR KUMAWAT	Non-Executive Independent Director	19.03.2025	---	---
7	Ms. TRIPTI RATHI	Company Secretary (Key Managerial Person)	14.06.2018
8	Mr. TRILOK CHAND SAINI	Chief Financial Officer (Key Managerial Person)	02.11.2024	---	---

RETIRE BY ROTATION

In pursuant to Section 152(6) of the Companies Act 2013, Ms. Anisha Jain designated as Non- Executive Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting.

INDEPENDENT DIRECTORS AND FAMILIARISATION PROGRAMME

The Companys interpretation of the term Independence for Directors is derived from the provisions outlined in Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations. The Independent Directors have given declarations to your Company under Section 149(7) of the Companies Act, 2013, that they meet the criteria of independence provided under Section 149(6) of the Companies Act, 2013 and Regulations 16(1)(b) and 25(8) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations).

Your Company has a program to familiarize Independent Directors with regard to their roles, rights, responsibilities in your Company, nature of the industry in which your Company operates, the business model of your Company, etc. The purpose of Familiarization Programme for Independent Directors is to provide insights into your Company to enable the Independent Directors to understand its business in depth and contribute significantly to your Company.

Your Company has already carried out the familiarization programme for Independent Directors. The Familiarization Programme Imparted to Independent Directors in terms of Regulation 25(7) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is available on your Companys website and can be accessed through the following link: www.silgo.in.

DISCLOSURE UNDER SECTION 164(2) AND CONFIRMATION OF REGISTRATION OF INDEPENDENT DIRECTORS WITH INDEPENDENT DIRECTORS DATABANK

None of the Directors of your Company are disqualified from being appointed as Directors as specified under Section 164(2) of the Companies Act, 2013. As required under Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, all the Independent Directors have complied the registration with Independent Directors Databank.

DISCLOSURES BY DIRECTORS

The Board of Directors has duly submitted notices of their interests in accordance with Form MBP 1 as stipulated by Section 184(1). Additionally, the directors have provided intimation using Form DIR 8 as required by Section 164(2), along with declarations confirming their adherence to the Companys Code of Conduct.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS

The Company has obtained declarations from all its Independent Directors, affirming their alignment with the independence criteria as prescribed by both Section 149(6) of the Companies Act, 2013, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In conformity with the provisions of the Companies Act, 2013, none of the Independent Directors are subject to retirement by rotation.

BOARD EVALUATION

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulations 17(10), 25(4) and all other applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have carried out annual evaluation of its own performance, Board Committees, individual Directors, Chairperson of your Company.

Pursuant to the applicable provisions of the Companies Act, 2013 and Regulations 17(10), 25(4) and all other applicable Regulation(s) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors have carried out annual evaluation of its own performance, Board Committees, individual Directors, Chairperson of your Company.

As required under Regulation 25 of the Listing Regulations, a separate meeting of the Independent Directors of your Company was also held on 09th January, 2026 to evaluate the performance of the Chairman, Non-Independent Directors and the Board as a whole and also to assess the quality, quantity and timeliness of flow of information between the management of your Company and the Board.

The performance of the Board / Committee was evaluated after seeking inputs from all the Directors / Committee members on the basis of the defined criterial including composition and structure effectiveness of meeting, information and functioning.

Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated, on the basis of following evaluation criteria:

• Relevant knowledge, expertise and experience.

• Devotion of time and attention to your Companys long-term strategic issues.

• Discussing and endorsing your Companys strategy.

• Addressing the most relevant issues for your Company.

• Professional conduct, ethics and integrity.

• Understanding of duties, roles and function as Independent Director.

Your directors have expressed satisfaction to the evaluation process. The manner in which the evaluation has been carried out has been explained in detail in the Corporate Governance Report, forming part of this Annual Report.

BOARD MEETINGS AND COMMITTEES OF DIRECTORS

BOARD MEETINGS

During the year under review, 20 meetings of the Board of Directors were held on 10th April 2025, 21st May 2025, 3rd June 2025, 22nd July 2025, 13th August 2025, 11th September 2025, 15th September 2025, 18th September 2025, 24th September 2025, 31st October 2025, 14th November 2025, 29th November 2025, 12th December 2025, 30th December 2025, 19th January 2026, 27th January 2026, 7th February 2026, 13th February 2026, 28th February 2026 and 27th March 2026.

The gap between any two consecutive meetings of the Board did not exceed 120 days, as prescribed under the Companies Act, 2013. The requisite quorum was present at all the Board Meetings.

Details of board meeting attended by the directors of the company are provided as under:

Name of Directors	Number of Meetings Attended	Total Meetings held during the F.Y. 2025-26	Last AGM Attended
Mr. Nitin Jain	20	20	Yes
Mrs. Anjana Jain	20	20	Yes
Ms. Anisha Jain	20	20	Yes
Mr. Shalabh Gupta	20	20	Yes
Mr. Anil Kumawat	20	20	Yes
Mr. Liladhar Kumawat	20	20	Yes

BOARD COMMITTEES

The Board Committees play a vital role in strengthening the Corporate Governance practices and focus effectively on the issues and ensure expedient resolution of the diverse matters. The Committees also make specific recommendations to the Board on various matters when required. All observations, recommendations and decisions of the Committees are placed before the Board for information or for approval.

As on March 31, 2026, the Board has following 3 (Three) Statutory Committees in accordance with Companies Act, 2013:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholder Relationship Committee

AUDIT COMMITTEE AND OTHER BOARD COMMITTEES

The details pertaining to the composition of the Audit Committee and its role is included in the Corporate Governance Report, which is a part of this Annual Report. In addition to the Committees mentioned in the Corporate Governance Report.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees during day-to-day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts. The Code gives guidance through examples on the expected behaviour from an employee in each situation and the reporting structure.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code. All Management Staff were given appropriate training in this regard. The Code has also been posted on the Companys website at www.silgo.in

CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Directors and the designated employees have confirmed compliance with the Code. The same has been displayed at the companys website at www.silgo.in

DIRECTORS RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(5) of the Companies Act, 2013:

i) In the preparation of the annual accounts, the applicable accounting standards had been followed and there is no material departure;

ii) The directors have selected such accounting policies and applied them consistently and made judgments 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 the year;

iii) 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;

iv) The directors have prepared the annual accounts on a going concern basis;

v) 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. Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial information; and

vi) 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.

FINANCE AND ACCOUNTS

Financial Statement has been prepared in accordance with accounting standards as issued by the Institute of Chartered Accountants of India and as specified in Section 133 of the Companies act, 2013 and the relevant rules thereof and in accordance with Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has adopted Indian accounting Standards ("Ind AS") specified under section 133 of the companies Act, 2013 for the year under review. The company has evaluated the possible impact of this pandemic on the business operations and the financial positions of the Company and based on its assessment believes that there is no significant impact on the financial results of the Company.

AUDITORS

1. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act read with applicable Rules framed there under M/s. JKSS & Associates, Chartered Accountants, Firm Registration No. 006836C have been re- appointed as Auditors for a term of another five years, from the conclusion of the 9th Annual general Meeting of the company till the conclusion of 14th Annual general Meeting of the company. M/s. JKSS & Associates has confirmed that they are not disqualified from continuing as Auditors of the Company. The Report given by M/s. JKSS & Associates Chartered Accountants on the financial statement of the Company for the financial year 2025-26 is part of the Annual Report. The Notes on financial statement referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation, adverse remark or disclaimer.

1.1 DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Companies Act, 2013 (including any statutory modification(s) or re- enactments) for the time being in force).

2. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Mahendra Khandelwal & Co., Company Secretaries, a Company Secretary in Practice, as the Secretarial Auditor of the Company for a term of five consecutive years, commencing from the conclusion of the 10th Annual General Meeting and continuing until the conclusion of the 15th Annual General Meeting of the Company.

Accordingly, M/s Mahendra Khandelwal & Co., Company Secretaries, have conducted the Secretarial Audit of the Company for the financial year 2025-26. The Secretarial Audit Report is annexed to this Report as "Annexure I".

3. INTERNAL AUDITORS

The Board of Directors, based on the recommendation of the Audit Committee and pursuant to the provisions of section 138 of the Act read with the Companies (Accounts) Rules, 2014, has appointed Mr. Trilok Chand Saini as the Internal Auditor of the company for 3 years from the F.Y. 2024-25 to F.Y. 2026-27.

COMMENTS ON AUDITORS REPORT

The Auditors Report to the Members does not contain any qualification, reservation, adverse remark or disclaimer by the Statutory Auditors in their Report. The Audit Report is enclosed with the financial statements forming part of this Annual Report.

PUBLIC DEPOSITS

The Company has not accepted deposits from public within the meaning of Section 73 of the Companies Act, 2013 read with Rules framed thereunder. Further, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by your Company during the financial year under review with related parties were in the ordinary course of business and on an arms length basis and is in compliance with the applicable provisions of the Act and the Listing Regulations. During the year, there are no materially significant related party transactions entered by your Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of your Company at large.

There were some materially significant Related Party Transactions made by your Company during the year that required shareholders approval under Regulation 23 of the Listing Regulations. And all that transactions were made with the approval of shareholders only. The particulars of such contract or arrangements entered by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 are attached here within Annexure II in Form No.AOC-2.

All Related Party transactions were placed before the Audit Committee and the Board for approval.

The Policy on the Related Party Transactions as approved by the Board is uploaded on the website of the Company www.silgo.in

HUMAN RESOURCES AND EMPLOYEE RELATIONS

Attracting, retaining and developing talent continued to be a focus area for your Company. The increased focus on capability enhancement and employee engagement had a positive impact on talent retention as reflected in the lower attrition levels.

PARTICULARS OF EMPLOYEES AND REMUNERATION

Information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in Annexure-III forming part of this report.

During the financial year 2025-26, no employee, whether employed for whole or part of the year, was drawing remuneration exceeding the limits mentioned under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO:

A. CONSERVATION OF ENERGY

The Companys existing jewellery business is not energy intensive in nature. During the year under review, the Company also forayed into the renewable energy sector, particularly solar power generation; however, commercial power generation has not commenced during the year. The Company continues to make efforts towards efficient utilisation and conservation of energy and adopts energy-efficient practices wherever feasible.

B. RESEARCH AND DEVELOPMENT AND TECHNOLOGY ABSORPTION

The company has not carried out any specific research and development activities. The company uses indigenous technology for its operations. Accordingly, the information related to technology absorption, adaptation and innovation is reported to be NIL.

C. FOREIGN EXCHANGE EARNING AND OUTGO

(Rs. in Lakhs)

S.No.	Particulars	2025-26	2024-25
(a)	Foreign Exchange Earnings	-	-
(b)	Foreign Exchange Outogo	-	-

DETAILS OF POLICIES

i. Nomination and Remuneration Policy: The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Companys Remuneration Policy is available on the Companys website www.silgo.in and the same is attached herewith as Annexure - IV.

ii. Risk Management Policy: Business Risk Evaluation and Management is an on-going process within the Organization. Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Board has framed a Risk Management Policy for the Company. The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis. At present the company has not identified any element of risk which may threaten the business (or) existence of the company.

iii. Whistle Blower Policy - Vigil Mechanism:

In compliance with the provisions of section 177(9) of the Companies Act, 2013 and Regulation 22of SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015,(LODR),the Company has established a vigil mechanism for the Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected incidents of fraud or violation of Code of Conduct. The Vigil Mechanism / Whistle Blower Policy may be accessed on the Companys website at www.silgo.in

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of women at workplace and matters connected therewith or incidental thereto covering all the aspects as required under the "The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013. There were no such complaints received under the policy during the year.

ENHANCING SHAREHOLDERS VALUE

Your Company believes that its members are among its most important stakeholders. Accordingly, your Companys operations are committed to the pursuit of achieving high levels of operating performance and cost competitiveness, consolidating and building for growth, enhancing the productive asset and resource base and nurturing overall corporate reputation. Your Company is also committed to creating value for its other stakeholders by ensuring that its corporate actions positively impact the socio-economic and environmental dimensions and contribute to sustainable growth and development.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Based on the framework of internal financial controls and compliance systems established and maintained by your Company, work performed by the internal, statutory and secretarial auditors and external consultants and the reviews performed by management and the Audit Committee, the Board is of the opinion that your Companys internal financial controls were adequate and effective with reference to the financial statements for the financial year ended 31st March, 2026.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The management continuously reviews the internal control systems and procedures for the efficient conduct of your Companys business. Your Company adheres to good practices with respect to transactions and financial reporting and ensures that all its assets are appropriately safeguarded and protected against losses. The Internal Auditor of your Company conducts the audit on regular basis and the Audit Committee actively reviews internal audit reports and effectiveness of internal control systems periodically.

During the year, the Internal Auditor performed comprehensive assessments at all functional departments. The Audit Committee regularly reviews the audit findings and corrective measures taken thereon to ensure the efficacy of the Internal Control process. The system of Internal Control is structured to verify that financial and other documents are accurate in compiling financial reports and other data, and in maintaining transparency for individuals.

Internal Control Systems are implemented to safeguard your Companys assets from loss or damage, to keep constant check on the cost structure, to prevent revenue leakages, to provide adequate financial and accounting controls and to implement Indian Accounting Standards (Ind AS).

RISK MANAGEMENT

Your Company has a robust Risk Management framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance your Companys competitive advantage. The company provides assistance to the Board of Directors in fulfilling its objective of controlling / monitoring various risks prevailing in the functioning of your Company in day to day life as well as mitigating the risk on hedging in domestic as well as international market.

Presently, the Board acknowledges that no risks have been identified that pose an imminent threat to the Companys existence. This affirmation reflects the diligence and efficacy of the risk management mechanisms in place, underscoring the Companys commitment to maintaining a resilient and secure operational landscape.

FRAUD REPORTING

The Statutory Auditors of the Company have not reported any fraud as specified under the second proviso of Section 143(12) of the Act (including any statutory modification(s) or re-enactment(s) for the time being in force).

CORPORATE SOCIAL RESPONSIBILITY

The provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility ("CSR") are applicable to the Company. During the financial year under review, the Company was required to spend an amount of ^8,99,680 towards CSR activities. The Company could not utilise the entire amount during the year and, the unspent amount of ^9,00,000 was transferred to the Unspent CSR Account within the prescribed time and shall be utilised in accordance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

The Annual Report on CSR Activities for the financial year 2025-26, as prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as Annexure - V and forms an integral part of this Report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is set out in this Annual Report as Annexure - VI

REPORT ON CORPORATE GOVERNANCE

In terms of Regulation 34(3) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate report on corporate governance together with a certificate from M/s Mahendra Khandelwal & Co., Company Secretaries, confirming compliance thereof is given in Annexure-VII forming part of this report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the provision of section 125(2) of Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education Protection Fund (IEPF) established by Central Government of India.

DISCLOSURES OF TRANSACTIONS OF THE LISTED ENTITY WITH ANY PERSON OR ENTITY BELONGING TO THE PROMOTER/PROMOTER GROUP WHICH HOLD(S) 10% OR MORE SHAREHOLDING IN THE LISTED ENTITY, IN THE FORMAT PRESCRIBED IN THE RELEVANT ACCOUNTING STANDARDS FOR ANNUAL RESULTS

Mr. Nitin Jain holds 10% or more shares in the Company. The details of transactions with promoter/promoter group holding 10% or more shares have been disclosed in the financial statements which is part of the Annual Report.

UNPAID AND UNCLAIMED AMOUNT OF DIVIDEND AND SHARE APPLICATION MONEY

There is no unpaid or unclaimed Share Application Money and Dividend is pending to be paid to the investors and shareholders till 31.03.2026.

INSURANCE

The assets of the Company are adequately insured against fire and such other risks, as are considered necessary by the Management.

BUSINESS RESPONSIBILITY AND SUSTANABILITY REPORT

Regulation 34(2)(f) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 was not applicable to the Company during the year under review, based on the market capitalisation.

MANDATORY UPDATE OF PAN AND BANK DETAILS AGAINST YOUR SHARE HOLDING

Pursuant to SEBI circular SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20th April, 2018, shareholders whose ledger folios do not have/have incomplete details with respect to PAN and Bank Account particulars are mandatorily required to furnish these details to the Issuer Company/RTA for registration in the folio. As per the records of the Company, few Shareholders folio needs to be updated with the PAN / Complete Bank Account details so that the investments held by them are in compliance with the aforementioned circular.

Such Shareholders are hence requested to submit the following documents within 21 days of receipt of this communication:

• Enclosed Form duly filled in and signed by all the shareholders.

• Self-Attested Copy of Pan Card of all the shareholders,

• Cancelled Cheque Leaf with Name (if name is not printed on cheque - self-attested copy of first page of Pass-book) of all the shareholders and

• Address Proof (self-attested copy of Aadhaar-Card of all the shareholders)

DEMATERIALIZATION OF SHARES

The trading in the Equity Shares of your Company is under compulsory dematerialization mode. As on March 31, 2026, Equity Shares representing 100% of the equity share capital are in dematerialized form. As the depository system offers numerous advantages, members are requested to take advantage of the same and avail of the facility of dematerialization of the Companys shares.

DISCLOSURE W.R.T. DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT

There are no demat suspense account/unclaimed suspense account during the year under review as per SEBI (LODR) Regulations, 2015.

IBC CODE & ONE-TIME SETTLEMENT

There is no proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016 (IBC Code). There has not been any instance of one-time settlement of your Company with any bank or financial institution.

PARTICIPATION IN THE GREEN INITIATIVE

Your Company continues to wholeheartedly participate in the Green Initiative undertaken by the Ministry of Corporate Affairs (MCA) for correspondences by Corporate to its Members through electronic mode. All the Members are requested to join the said program by sending their preferred e-mail addresses to their Depository Participant.

In commitment to keep in line with the Green Initiative and going beyond it to create new green initiatives, electronic copy of the Annual Report along with Notice of 11th Annual General Meeting of your Company will be sent to all Members whose email addresses are registered with your Company/ Depository Participant(s). For members who have not registered their e-mail addresses, are requested to register the same with their respective Depository Participants. For this financial year physical copies of Annual Report 2025-26 will be sent to those members who specifically request the same.

ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all the employees at all levels for their hard work, team spirit, cooperation and dedication during the year. Your Directors place on record their sincere thanks to bankers, suppliers, business associates, consultants, and various Government Authorities for their continued support extended to your Companys activities during the year under review. Your directors also acknowledge gratefully the shareholders for their support and confidence reposed on the Company.

FORWARD-LOOKING STATEMENTS

Statements in the Boards Report and the Management Discussion & Analysis describing the Companys objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may diff er materially from those expressed in the statement. Important factors that could influence the Companys operations include domestic demand and demand and supply conditions affecting selling prices , input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

	For and on behalf of the Board of Directors
	SILGO RETAIL LIMITED
	NITIN JAIN	ANJANA JAIN
Place: Jaipur	Managing Director	Whole-time Director
Date: 02.09.2026	DIN:00935911	DIN:01874461