Studds Accessories Ltd Directors Report

To

The Members of

Studds Accessories Limited

Your Board of directors have pleasure in presenting the 43rd Annual Report on the business and operations of the Studds Accessories Limited (‘the Company/Studds), together with the Audited Financial Statements, for the financial year (‘FY) ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The standalone and consolidated financial statements for the financial year ended March 31, 2025 (‘FY 25), forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

The Companys financial performance during the FY 2024-25 as compared to the previous FY 2023-24 is summarized below: (Rs. in millions)

	Standalone		Consolidated
Particulars	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	5,825.59	5,290.23	5,838.16	5,290.23
Other Income	122.53	68.15	120.74	68.15
Total Income	5,948.12	5,358.38	5,958.90	5,358.38
Total expenses	4,987.08	4,594.63	5,008.62	4,594.63
Profit before Finance Cost, Depreciation and Amortization Expenses	1,179.38	970.08	1,169.14	970.08
Less: Finance Cost	11.65	16.05	12.17	16.05
Profit before Depreciation	1,167.73	954.03	1,156.97	954.03
Less: Depreciation	206.69	190.28	206.69	190.28
Profit Before Tax	961.04	763.75	950.28	763.75
Less: Tax Expenses
Current Tax	235.11	181.24	235.11	181.24
Deferred Tax	18.15	10.20	18.74	10.20
Tax Related to earlier periods	0.02	0.04	0.02	0.04
Profit After Tax	707.76	572.27	696.41	572.27
Total Comprehensive Income for the year	708.87	573.11	696.98	573.11
Face Value per Equity Share (in Rs.)	5/-	5/-	5/-	5/-
Earnings Per Share
Basic EPS	17.98*	14.54#	17.70	14.54#
Diluted EPS	17.98*	14.54#	17.70	14.54#

*Diluted because of Bonus Issue.

# This is deviating from last year because of regrouping consequent to Bonus Issue.

2. OVERVIEW, STATE OF AFFAIRS AND BUSINESS PERFORMANCE

We have journeyed a long way, from manufacturing of our first helmet in a garage to become one of largest manufacturer in the helmet industry in the Year 2024. The Studds brand was registered in the year 1975, thereafter the Studds Accessories Limited, the Company was incorporated in the year 1983. We are the largest two-wheeler helmets player in India in terms of revenue in Fiscal 2023 and also the worlds largest two-wheeler helmet player by volume in Calendar Year 2024. (Source: CARE Report).

In nearly five decades of experience, we have made efforts to continuously innovate so that we deliver on our commitment of providing safety to a two-wheeler rider. Both of our brands, ‘Studds and ‘SMK, have been marketed and sold in more than 70 countries. Our products are sold pan-India and in more than 70 countries internationally, with key export markets across the Americas, Asia (excluding India), Europe and rest of the world. We at STUDDS believe that dreams differentiate the better from the best and hence its our small effort in the journey of the individual to fulfil his/her dreams. As we touch millions of lives every year, we intend to continue to build on this trust with our passion to produce safe, innovative, technology driven, comfortable yet quality products.

We would like to highlight that Helmet manufacturers in India are experiencing a trend towards consolidation, driven by: - strengthened safety standards due to regulatory changes; - rising consumer awareness about road safety and the importance of wearing high quality and premium helmets; and - growth in both replacement and fashion-driven helmet markets.

We have annualized manufacturing capacity of 9.04 million helmets and boxes (‘units) (Source: CARE Report). Our Annual Production of helmets and boxes was over 7.5 million units in FY 2024-2025. The company manufactures helmets and motorcycle accessories for two-wheelers and sells through a network of around 348 active distributors across India. Attention to detail in features such as padding, ventilation, and weight distribution has not gone unnoticed by our riders leading to an increase in demand for ‘Studds and ‘SMK branded helmets. We had a market share of 27.3% in terms of volume and 25.5% in terms of value, in the domestic market in FY24 (Source: CARE Report). We remain committed to solidify our market leadership in India and internationally.

3. FINANCIAL PERFORMANCE

For the fiscal year ended March 31, 2025, the Company achieved strong financial performance. Total revenue reached Rs. 5825.59 million, marking a 10% increase as compared to Rs. 5,290.23 million in FY 2024. EBITDA (inclusive of other income) rose to Rs. 1179.38 million, with an EBITDA margin of over 20% as compared to Rs. 970.08 million in FY 2024, demonstrating operational efficiency and disciplined cost control. Profit before tax (PBT) increased to Rs. 961.04 million over Rs. 763.75 in previous year. Total comprehensive income—which includes Profit After Tax (PAT) and other comprehensive income items—stood at Rs. 708.87 million in FY 2024-25 as compared to Rs. 573.11 million in FY 2023-24. Net Worth stood at Rs. 4504.22 million in FY 2024-25 as compared to Rs. 3,874.05 million for FY 2023-24.

Notably, profitability metrics (EBITDA, PBT) grew at a faster pace than revenue, driven by improved cost management, operating leverage and growth in exports. Overall, these results reflect healthy core business performance, effective expense discipline, and a solid platform for sustained financial strength.

4. DIVIDEND

Declaration and Payment of Dividend

The Board is pleased to recommend a dividend of Rs. 2.50 per equity share (50% of face value of Rs. 5/- per share) on 3,93,53,400 fully paid-up Equity Shares of the Company, for the FY ended March 31, 2025, in their meeting dated June 28, 2025. The Dividend is recommended to the

Shareholders at the forthcoming 43rd Annual General Meeting (‘AGM) of the Company as stipulated in the Notice of 43rd AGM.

During the FY 25, the Company declared and paid the dividend of Rs. 4/- representing 80% on 1,96,76,700 fully paid-up Equity Shares which was distributed from the profits of the Company for the FY 24. This, along with the recent Issuance of Bonus equity shares in the ratio of 1:1 adds up to an overall strong payout to shareholders, a testament to the commitment to reward shareholders from time to time and deliver healthy returns to them.

The dividend once approved by the Shareholders will be paid in accordance with the applicable provisions of the Companies Act 2013 (hereinafter referred as ‘the Act) and the rules made thereunder. If approved, the dividend would result in a total cash outflow of Rs. 9,83,83,500/- (including of TDS payable thereon) (previous year Rs. 7,87,06,800/-).

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members w.e.f. April 1, 2020 and the Company is required to deduct tax at source from dividend paid to the Members at prescribed rates as per the Income Tax Act, 1961.

The dividend payout is in accordance with the prevalent applicable laws and the Companys Policy.

Record Date

The Company has fixed Saturday, August 30, 2025 as the "Record Date" for the purpose of determining the entitlement of Members to receive dividend for FY25.

Dividend Distribution Policy

The Board of Directors at its meeting held on March 25, 2025 had adopted the Dividend Distribution Policy which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and / or retaining profits earned by the Company in terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as the ‘Listing Regulations). The said policy is available on the website of the company at https://www.studds.com/Adminpanel/ uploads/templates/Dividend%20Distribution%20 Policy.pdf.

5. TRANSFER OF UNCLAIMED / UNPAID DIVIDEND/ SHARES TO THE INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to Sections 124 and 125 of the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), dividend, if not claimed for a period of seven years from the date of transfer to Unpaid Dividend Account of the Company, are liable to be transferred to the Investor Education and Protection Fund ("IEPF"). During the year, the Company had transferred the unclaimed dividend amount of Rs. 94,500/- to the IEPF Authority from the Final Dividend for the FY 2016-17.

Pursuant to the provisions of IEPF Rules, all shares in respect of which dividend has not been paid or claimed for seven consecutive years, shall be transferred by the Company to the designated Demat Account of the IEPF Authority ("IEPF Account") within a period of thirty days of such shares becoming due to be transferred to the IEPF Account, after giving due notices to the concerned shareholders. However, no such case falls under this category and accordingly, no share has been transferred during the year to the Demat account of IEPF Authority.

Whilst the Company and/ or its Registrar & Share Transfer Agent (‘RTA) send out communications to the Members informing them about the due dates to transfer the unclaimed dividends/interest payments to IEPF, the attention of the concerned stakeholders is again drawn to this matter through the Annual Report. All the shares in respect of which dividend has remained unclaimed for seven consecutive years or more from the date of transfer to unclaimed/unpaid dividend account and if not claimed before the due date, November 4, 2025, then it shall also be transferred to IEPF Authority this year, if any. Members/ Shareholders are advised to visit the weblink https://www. studds.com/investor-relations/unclaimed-dividend-iepf to ascertain details of dividend/ shares, if any, liable for transfer to the IEPF Authority. Investors who have not yet encashed their unclaimed/unpaid amounts are requested to correspond with the Companys RTA, at the earliest.

The shareholders whose unpaid dividend / shares which has been transferred to the IEPF may request the Company

/ RTA as per the applicable provisions in the prescribed Form IEPF-5 and by following the procedure prescribed under IEPF Rules, 2016, as amended from time to time, for claiming the unpaid dividend / shares from IEPF. Primarily, the concerned shareholder must submit the requisite documents and obtain the Entitlement Letter from the Company. Thereafter, an online application in Form IEPF-5, as available on the website of the Ministry of Corporate Affairs www.mca.gov.in, should be filed and the said form duly self-certified should be forwarded to the Company for furnish the E-Verification Report, in the prescribed format, to the IEPFA. No claims shall lie against the Company in respect of the dividend/shares so transferred. The Members/Claimants can file only one consolidated claim in a financial year as per the IEPF Rules.

The details of the nodal officer are also available on web-link at the https://www.studds.com/investor-relations/ shareholders-information.

6. RESERVES

No amount has been transferred to General Reserve, during the FY 2024-25.

7. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting the financial position of the Company subsequent to the close of the financial year till the date of this Report, except elsewhere mentioned in this report.

8. CREDIT RATINGS

During the year following Ratings were awarded by CARE Ratings Limited on March 25, 2025.

Particular	Rating	Reaffirmed/ Assigned
Long term rating (Long term bank facilities)	CARE A+; Stable (Single A Plus; Outlook: Stable)	Reaffirmed
Short term rating (Short term bank facilities	CARE A1+ (A One Plus)	Reaffirmed

9. PUBLIC DEPOSITS

Your Company has not invited or accepted any deposits within the meaning of Sections 73 and 74 of the Act read with The Companies (Acceptance of Deposits) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), from public during the year. Therefore, no amount of principal or interest was outstanding, as on the balance sheet closure date.

Details of the deposits which are not in compliance with the requirements of Chapter V of the Act: Not Applicable.

10. SHARE CAPITAL

During the FY 2024-25, there is no change in the Share Capital of the Company except as stated below:

Issuance of Bonus Equity Shares:

During the year, the company in its Extra-Ordinary General Meeting held on December 17, 2024 approved Issuance of Bonus Equity Shares in the ratio of 1:1 and allotment of such bonus shares were approved by the Board of Directors on January 11, 2025. As a result of which, the paid-up equity share capital of the company has increased from Rs. 9,83,83,500/- (Rupees Nine Crore Eight Three Lakh Eighty-Three Thousand Five Hundred only) to Rs. 19,67,67,000/- (Rupees Nineteen Crore Sixty-Seven Lakh Sixty-Seven Thousand only).

The details of share capital as on date of this report is mentioned below:

Authorised Share Capital

The Authorised Share Capital of the Company as at March 31, 2025 and as on date is Rs. 25,00,00,000/- (Rupees Twenty Five Crore only) divided into 5,00,00,000 (Five Crore) Equity Shares of Rs. 5/- (Rupees Five only) each.

Paid-up Share Capital

The Paid-up equity share capital of the Company as at March 31, 2025 and as on date stands at Rs. 19,67,67,000/- (Rupees Nineteen Crore Sixty-Seven Lakh Sixty-Seven Thousand only) consisting of 3,93,53,400 (Three Crore Ninety-Three Lakh Fifty-Three Thousand Four Hundred) equity shares of Rs. 5/- (Rupees Five only) each.

11. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

Acquisition of 100% stake in Bikerz Us Inc., a Delaware, USA Corporation

During the year, the company has acquired 100% stake in the ‘Bikerz Us Inc., a Delaware, USA Corporation having its registered office in the State of Delaware i.e. 1209 Orange Street, Wilmington, Delaware 19801, New Castle County, which was incorporated on September 20, 2021, by way of purchase of entire Issued common stock i.e 1000 Common Stock. The remittance was done for amounting USD 3,04,963 on August 9, 2024 and it was classified as the wholly owned subsidiary of the Company.

Hence, the company has one wholly owned subsidiary named "Bikerz US Inc." and has no joint venture or associate company.

‘Bikerz Us Inc is not a material subsidiary of the Company. In accordance with Regulation 16(1)(c) of the Listing Regulations, the Company has a policy for determining material subsidiaries. The policy is available on the website of the Company at the web-link https://www.studds. com/Adminpanel/uploads/templates/Policy%20for%20 determing%20Material%20Subsidiaries.pdf.

12. CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company and its subsidiary for the period August 9, 2024 to March 31, 2025 have been prepared in compliance with the applicable provisions of the Act as well as in accordance with the Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015. The audited consolidated financial statements together with the Independent Auditors Report thereon forms part of this Annual Report.

Further, pursuant to the provisions of Section 136 of the Act, the Company will make available the said financial statement of the subsidiary company upon a request by any Member of the Company. These financial statements of the Company and the subsidiary company will also be kept open for inspection by Members. In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary companyinFormAOC-1ispartoftheConsolidatedFinancial Statements forming part of the report. The statement also provides the details of performance and financial position of the subsidiary. Financial Statement(s) of the subsidiary company is available on the website of the Company at https://www.studds.com/investor-relations/subsidiary-and-group-company-financial-statements.

13. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

No significant and material orders were passed by the Regulators, Courts or Tribunals impacting the going concern status and Companys operations in future. However, members attention is drawn to the statement on contingent liabilities in the notes forming part of the Financial Statements.

14. HUMAN RESOURCES

Please refer to the paragraph on Human Resources in the Management Discussion & Analysis Section for detailed analysis.

15. ENVIRONMENT, HEALTH AND SAFETY

Environment, Health & Safety continue to be foundational pillars of our corporate ethos. Our commitment to prevent accidents and to make efforts towards zero-accident culture is reinforced through structured training and awareness initiatives across all company units.

Training & Awareness Programs

Awareness sessions on electrical PPE usage, chemical safety drills, first aid, and Basic Life Support (BLS).

Regular Fire & Emergency mock drills.

Encouraging incident reporting at all levels to proactively implement preventive measures and continuously improve safety outcomes.

Environment Sustainability

Driving towards greener operations by optimizing the use of natural resources and minimizing environmental impact.

Embedding sustainability into operational strategy to support responsible industry practices.

Employee Health & Well-being

We recognize that a hygienic and safe workplace enhances employee well-being, boosts productivity, and acts as a powerful retention driver.

Maternity Benefit

We further confirms that we are in compliance with the provisions of the Maternity Benefit Act, 1961 which interalia includes payment of maternity benefits, granting leaves and other benefits.

16. RISK MANAGEMENT AND POLICY

Your Companys Risk Management Policy is backed by strong internal control systems. The risk management framework consists of policies and procedures framed at management level and strictly adhered to and monitored at all levels. Your Company has a defined risk management framework and policy in place, which inter alia, provides to ensure appropriate identification, measurement, mitigation and monitoring of business risks and challenges across the Company. During the year, the Board of Directors of the company in their meeting held on August 24, 2024, duly constituted the risk management committee as per Regulation 21 read with Part D of Schedule II of the Listing Regulations. The framework also defines the risk management approach across the enterprise at various levels. Risk management is embedded in our critical business activities, functions and processes. It also provides control measures for risk and future action plans. The Companys success as an organization largely depends on its ability to identify opportunities and leverage them while mitigating the risks that arise while conducting its business.

Please refer Report on Corporate Governance forms part of this Annual Report for detailed terms of reference, composition and meetings details.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Board of Directors

The Board of the Company represents an optimum mix of professionalism, knowledge and experience, which enables it to discharge its responsibilities. As on March 31, 2025, the Board comprised with three Executive Directors and three Non-Executive Independent Directors including one Woman Independent Director. The composition of the Board of Directors is in conformity with the Listing Regulations and the Act.

Please refer to the Report on Corporate Governance forms part of this Annual Report for detailed information regarding criteria of appointment including manner of formal annual evaluation of performance and other allied details.

Appointment / Re-appointment/Cessations

During the year, there is no change in composition of Board of Directors of the Company except as stated below: (i) Appointment of Ms. Shilpa Arora (DIN: 10733950) as an Additional Director and Whole-time Director of the company in the category of Executive Director, designated as ‘Global Sales Head of the Company (excluding India, Nepal and Bangladesh) and CEO of Bikerz Us Inc., Wholly owned subsidiary of the company effective from August 24, 2024 to August 23, 2029 (both days inclusive). This appointment is regularised by a resolution of the shareholders of the Company dated September 30,2024.

(ii) Appointment of Mr. Shishira Rudrappa (DIN: 01146470) as an Additional Director and Independent Director of the company effective from November 15, 2024 to November 14, 2029 (both days inclusive). This appointment is regularised by a resolution of the shareholders of the Company dated December 17, 2024.

(iii) Appointment of Ms. Deepshikha Singla (DIN: 10805209) as an Additional Director and Independent Director of the company effective from November 15, 2024 to November 14, 2029 (both days inclusive). This appointment is regularised by a resolution of the shareholders of the Company dated December 17, 2024.

(iv) Resignation of Mr. Shanker Dev Choudhry (DIN: 07094705) from the Directorship of the company effective from November 21, 2024.

(v) Resignation of Ms. Pallavi Saluja (DIN: 07006557) from the Directorship of the company effective from November 21, 2024.

Also, Mr. Sidhartha Bhushan Khurana (DIN: 00172788), retires by rotation at the 42nd AGM and offered himself for re-appointment and reappointed.

During the year, a special resolution has been passed through Extra-Ordinary General Meeting on December 17, 2024, inter-alia, for the reappointment of Mr. Madhu Bhushan Khurana (DIN: 00172770) (who has attained the age of 70 years) for a further term of 5 (five) consecutive years effective from October 1, 2025 to September 30, 2030 (both days inclusive) as his current term is expiring on September 30, 2025.

However, in accordance with the provisions of the Section 152 of the Act and the Companys Articles of Association, Mr. Madhu Bhushan Khurana (DIN: 00172770), retires by rotation at the forthcoming AGM and is offering himself for re-appointment. On the recommendation of Nomination and Remuneration Committee, the Board of Directors in their meeting held on June 28, 2025 recommends to the members of the Company for re-appointment of Mr. Madhu Bhushan Khurana (who has attained the age of 70 years) by passing of special resolution, as given in the Notice of this AGM. The disclosures required pursuant to the Secretarial Standards (‘SS)- 2 on General Meetings and Regulation 36 (3) of the Listing Regulations are given in the Notice of AGM, forming part of the Annual Report.

Independent Directors

In terms of Section 149 of the Act, Mr. Shishira Rudrappa, Ms. Deepshikha Singla and Mr. Pankaj Duhan are the Independent Directors of the Company as on date of this Report.

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act read with rules made thereunder and Regulation 16(1)(b) and 25 of the Listing Regulations. The Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective of independent judgement and without any external influence. The Independent Directors of the Company have undertaken requisite steps towards the inclusion of their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have also confirmed that they have complied with the Companys Code of Conduct.

The Board of Directors of the Company has taken on record the declaration and confirmation submitted by the Independent Directors after undertaking due assessment of the veracity of the same.

Opinion of the Board: In the opinion of the Board, the independent directors fulfil the conditions of independence as specified in the Act read with the rules made thereunder and the Listing Regulations and are independent of the management and in terms of the provisions of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014, the Independent directors possess the requisite expertise and experience (including proficiency) and are persons of high integrity and repute.

Basis disclosures received, there has been no change in the circumstances affecting their status as Independent Directors of the Company.

Key Managerial Personnel

In terms of provisions of Section 2(51) and Section 203 of the Act, the Key Managerial Personnel (‘KMPs) of the Company as on March 31, 2025 are:

Sl. No Name	Designation
1 Mr. Madhu Bhushan Khurana	Chairman and Managing Director
2 Mr. Sidhartha Bhushan Khurana	Managing Director
3 Ms. Shilpa Arora*	Whole-time Director
4 Mr. Manish Mehta	Chief Financial Officer
5 Ms. Asha Mittal	Company Secretary

*During the year, Ms. Shilpa Arora has been appointed as Whole-time Director of the company with effect from August 24, 2024.

18. MEETINGS OF THE BOARD

The Board of Directors held 6 (six) meetings during FY25.

For details, please refer to the Report on Corporate Governance, which forms part of this Report.

19. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.

The following Committees constituted by the Board function according to their respective roles and defined scope:

(a) Audit Committee;

(b) Nomination and Remuneration Committee; (c) Corporate Social Responsibility Committee; (d) Stakeholders Relationship Committee; (e) Risk Management Committee; and (f) IPO committee.

Details of composition, terms of reference and number of meetings held in FY25 for the aforementioned committees are given in the Report on Corporate Governance, which forms a part of this Annual Report. Further, during the year, all recommendations made by the various committees have been considered and accepted by the Board.

20. DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 134(3)(c) read with section 134(5) of the Act, the Directors of the Company, to the best of their knowledge and belief, confirmed the following:

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

- 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 as on March 31, 2025 and of the profit and loss of the Company for the year ended March 31, 2025;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

Based on the framework of internal financial controls (including the Control checks) for financial reporting and compliance systems established and maintained by the Company, work performed by the Internal, Statutory and Secretarial Auditor(s) and the reviews performed by the management and the relevant Board committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the Financial Year 2024-25; and

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

21. AUDITORS a) STATUTORY AUDITORS

The Statutory Auditors Reports does not contain any qualifications, reservations, adverse remarks or disclaimers. The Auditors Reports are self-explanatory and therefore do not call for any further comments or explanations.

At the 41st Annual General Meeting, held on September 29, 2023, the members of the Company, approved the reappointment of Rajan Chhabra & Co, Chartered Accountants (FRN.009520N) as the Statutory Auditors of the Company to hold office till conclusion of the 46th AGM for second term of five consecutive years.

b) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Act, Chandrasekaran Associates, Company Secretaries (Firm Registration No. P1988DE002500) has been appointed to conduct the Secretarial Audit of the Company for FY 2024-25. The Secretarial Audit Report for FY 2024-25 is annexed as Annexure 1 to this Report.

The Secretarial Audit Report for the Financial Year ended on March 31, 2025 does not contain any qualification, reservation or adverse remarks except; (i) few e-forms have been delayed filed with the Registrar of Companies. The Board of Directors of the Company evaluated the facts that it was delayed unintentionally and due to unavoidable circumstances and technical issues and further assured to file the statutory forms in due time.(ii) substantial delay in complying with the provisions of section 196 of the Act w.r.t providing justification to the members for the reappointment of Mr. Madhu Bhushan Khurana as Managing director (who had attained the age of 70 years in the year 2018).

Further, the required facts have been provided by the Company at the time of his re-appointment at the EGM held on December 17, 2024. Consequently, the Company has filed a Suo-moto application before the Registrar of Companies, NCT of Delhi and Haryana ("ROC") under Section 454 of the Companies Act, 2013 for adjudication of the said delay. Response of the ROC on the said application of the Company is awaited as on the date of this report.

However, the management and internal team had already observed above and action was taken and accordingly the required facts and justification to the members have been provided by your Company for the re-apponitment of Mr. Madhu Bhushan Khurana as Chairman and Managing Director (who had attained the age of 70 years) at the time of his re-appointment in the Notice of the Extra-Ordinary General Meeting held on December 17, 2024. Thereafter, the Company has filed a Suo-moto application before the Registrar of Companies, NCT of Delhi and Haryana ("ROC") under Section 454 of the Companies Act, 2013 for adjudication of the said delay. Response of the ROC on the said application of the Company is awaited as on the date of this report.

Further, pursuant to the provisions of Section 204(1) read with Rule 9 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Act (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and Regulation 24A of the Listing Regulations, the Board had appointed Chandrasekaran Associates, a peer reviewed firm of Company Secretaries in Practice as Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for a period of five years, i.e., from FY 25-26 to FY 29-30, subject to approval of the Shareholders of the Company at the ensuing AGM of the Company.

c) INTERNAL AUDITORS

Pursuant to section 138 of the Act, the Company had appointed Deloitte as an Internal Auditor for the FY 2024-25.

They have performed the duties of Internal Auditors of the Company, satisfactorily, and their report for FY 25 was placed before the Audit Committee and Board of Directors.

d) REPORTING OF FRAUDS BY AUDITORS

During the year, the Statutory Auditors and Secretarial Auditors have not reported any instance(s) of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act, details of which are required to be mentioned in this Report in compliance of Sec 134(3)(ca) of the Act.

22. DISCLOSURE ON INTERNAL FINANCIAL CONTROLS AND ITS ADEQUACY

The Company has a strong internal audit system in place, which is regularly monitored and updated to safeguard assets, comply with regulations and promptly address issues. The Companys internal control systems are commensurate with the nature of its business, the size and complexity of its operations and such internal financial controls with reference to the Financial Statements are adequate.The audit committee diligently reviews internal audit reports, takes corrective action as required and maintains open communication with both statutory and internal auditors wherever required to ensure the effectiveness of internal control systems.

Please refer to the paragraph on Internal Control Systems and their Adequacy in the Management Discussion & Analysis Section forms part of this Annual Report for detailed analysis.

23. RELATED PARTY TRANSACTIONS

All Related Parties Transactions (RPTs) are placed before the Audit Committee for review and approval. Prior omnibus approval of the Audit Committee is obtained on periodic basis for the transactions which are planned/ repetitive in nature. A statement giving details of all RPTs entered pursuant to omnibus approval so granted is placed before the Audit Committee on a quarterly basis for its review. All the RPTs under Ind AS-24 have been disclosed in notes to the Financial Statements forming part of this report.

The RPTs entered during the year, were on arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act read with the rules framed thereunder. However, there were no material transactions of the Company with any of its related parties during the year in terms of Section 188 of the Act. Therefore, the disclosure of the RPTs as required under Section 134(3(h) of the Act in Form AOC-2 is not applicable to the Company for FY25 and, hence, the same is not required to be provided.

The details of RPTs during FY25, including transaction with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company are provided in the accompanying financial statements. However, there were no such transaction except the remuneration including commission which has been paid in accordance members approval to such promoter in the capacity of Executive Directors of the Company. During FY25, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, if any.

The Companys Policy on Materiality of RPTs and Dealing with RPTs is in accordance with the requirements of the Act and Listing Regulations is available on the website of the company https://www.studds.com/Adminpanel/ uploads/templates/Policy%20on%20Materiality%20of%20 Related%20Party%20Transactions%20&%20Dealing%20 with%20Related%20Party%20Transactions.pdf.

24. INDIAN ACCOUNTING STANDARDS, 2015

The financial statements comply in all material aspects with Indian Accounting Standards (IndAS) notified under section 133 of the Act, the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

25. CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 as may be amended from time to time and in accordance with the CSR Policy and the CSR Annual Action Plan, during the FY 2024-25, the Company has spent two percent of the average net profits of your Company during the three preceding financial years. Your Company undertook various CSR activities in collaboration only with those reliable NGOs which satisfies the criteria stated under the Act and rules made thereunder.

The Chief Financial Officer of the Company has certified that the funds disbursed have been utilised for the purpose and in a manner approved by the Board for FY25.

The objectives of CSR Policy of your Company is to (i) demonstrate commitment to the common good through responsible business practices and good governance; (ii) set high standards of quality in the delivery of services in the social sector by creating robust processes and replicable models; (iii) to develop and implement a long-term vision and strategy for CSR initiatives including formulating, relevant potential CSR activities, their timely and expeditious implementation and establishing an overview mechanism of the activities undertaken / to be undertaken, in synchronization with the various eligible activities prescribed under Schedule VII of the Act.

Your Company has also formulated and adopted a revised CSR Policy, during the year, which is available on the website of the Company at https://www.studds.com/assets/Files/ Corporate-Social-Responsibility-Policy.pdf and CSR annual action plan is at https://www.studds.com/csr-activities. The Annual Report on CSR activities pursuant to the provisions of section 134 and 135 of the Act read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Rule 9 of the Companies (Accounts) Rules, 2014, is annexed as Annexure 2 and forms an integral part of this Report.

26. LISTING OF SHARES

The Companys Equity Shares are presently not listed at any stock exchange(s).

However, the company intends to list the equity shares of the company on one or more recognised stock exchanges in India and for the said purpose, the Board of Directors in their meeting held November 15, 2024 has approved to undertake the Initial public offer of the equity shares of the company comprising an offer for sale of equity shares by certain existing shareholders of the company and the "Draft Red Herring Prospectus" dated March 26, 2025 has been filed with the BSE Limited (BSE) , National Stock Exchange of India Limited (NSE) and Securities and Exchange Board of India (the "SEBI") on March 27, 2025 and the Company has also received In principle approval on May 13, 2025 from both recognised stock exchanges.

27. INSIDER TRADING CODE

Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended, (‘SEBI PIT Regulations) the board has approved and formulated a code of conduct to regulate, monitor and report trading by insiders (‘Code of Conduct) and Code for Fair Disclosure of Unpublished Price Sensitive Information is available on the website of the company at https://www.studds.com/ Adminpanel/uploads/templates/code-for-fair-disclosure-of-unpublished-price-sensitive-information.pdf. However, both Codes will be effective from the date of listing of the Equity Shares of the Company on Stock Exchanges, except the specific provisions applicable on ‘proposed to be listed Company.

Accordingly, the Company has installed a System Driven Disclosure (SDD) Software. SEBI PIT Regulations includes the obligations and responsibilities of Designated Persons (‘DPs), to maintain the digital database for handling Unpublished Price Sensitive Information (‘UPSI) for legitimate purpose within or outside organisation and having mechanism for prohibition of insider trading and handling of UPSI.

28. DISCLOSURES

(a) EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the annual return is displayed on the Companys website at https://www.studds. com/Adminpanel/uploads/templates/draft-annual-return-2024-2025.pdf.

(b) PARTICULARS OF LOAN(S), GUARANTEE(S) OR INVESTMENT(S)

In accordance with the provisions of Section 134(3) (g) of the Act, details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act for the FY25, are given in the notes to the financial statements.

(c) NOMINATION AND REMUNERATION POLICY

Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy in accordance with section 178 of the Act and Listing Regulations for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters thereof. The same is briefed in Report of Corporate Governance which forms part of this Annual Report.

The Nomination and Remuneration policy is available on the website of the company at https://www.studds. com/Adminpanel/uploads/templates/nomination-and-remuneration-policy.pdf.

(d) VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Act, company has established a vigil mechanism for directors and employees to report to the management instances of unethical behaviour, actual or suspected, fraud or violation of the Companys code of conduct. The vigil mechanism provides multiple channels for reporting concerns including an option for escalation to the Chairperson of the Audit Committee of the Company. The Company has a vigil mechanism named Vigil Mechanism / Whistle Blower Policy to deal with instances of fraud, abuse of position, mismanagement, etc. However, no such instance was reported during the year. The policy has also been displayed on the website of the Company at https:// www.studds.com/Adminpanel/uploads/templates/vigil-mechanism-or-whistle-blower-policy.pdf.

(e) COST RECORDS

Pursuant to the provisions of Section 148(1) of the Act and Rules made thereunder, the Company is not required to make and maintain Cost Records, as specified by Central Government under the provisions of this Section. Accordingly, the Company has not made and maintained such accounts and records.

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

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on Prevention of Sexual Harassment and Redressal System in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH). All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has a robust mechanism in place to redress the complaints under POSH. The Company has complied with provisions relating to the constitution of Internal Committee (‘IC) under POSH. The IC comprises of internal members and external member who have extensive experience in the field. IC is in place for all works and offices of the Company to redress complaints received regarding sexual harassment. In FY 2024-25, no case of sexual harassment was reported. Further, during the FY 2024-25, initiatives were undertaken to demonstrate the Companys zero tolerance philosophy against discrimination and sexual harassment, which includes organizing workshops, knowledge sessions for the employees to enhance awareness and knowledge on the matter, creation of comprehensive and easy to understand communications material which are also made easily accessible. During the year, the Board has accorded their approval and adopted revised policy on prevention of sexual harassment.

(g) COMPLIANCE OF SECRETARIAL STANDARDS

The Company is regularly complying with the applicable provisions of the Secretarial Standard-1 on ‘Meetings of the Board of Directors and Secretarial Standard-2 on ‘General Meetings prescribed under the Section 118(10) of the Act as issued by ‘The Institute of Company Secretaries of India.

(h) DISCLOSURE ON REMUNERATION TO EMPLOYEES EXCEEDING SPECIFIED LIMITS

The particulars of the employees as required under the provisions of Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, interalia, a statement containing details of top ten employees in terms of the remuneration drawn and other specified employees including details of employees who are in receipt of remuneration in excess of the limit prescribed under Rule 5(2) in accordance with Rule 5(3) of the said rule is enclosed herewith as Annexure 3, forms part of this report.

29. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Act, read along with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure 4 and forms part of this Report.

30. MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report is presented in a separate Section and forming part of this Annual Report.

31. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

Regulation 3 read with 34(2) of the Listing Regulations, as amended, inter alia, provides that the annual report of the top 1000 listed entities based on market capitalization (calculated as on December 31), shall include a business responsibility report (BR Report). Since your Company not listed as on date of this report and does not satisfies the criteria, thereby business responsibility and sustainability report is not required to be presented and annexed.

32. CORPORATE GOVERNANCE

As on the date of this report, the company status is ‘to be listed. The Company has voluntarily complied with the conditions (i.e., conditions which were practically possible to be ensured by the Company being a Company under process of listing of its securities with the recognised stock exchanges of India) of the Corporate Governance requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 of the Listing Regulations. Thereby, pursuant to Regulation 34 of the Listing Regulations, Report on Corporate Governance along with the certificate from a Practicing Company Secretary certifying compliance with conditions of Corporate Governance is presented and annexed to this Annual Report.

33. OTHER DISCLOSURES AND AFFIRMATIONS

(a) During the Financial Year 2024-25:

1. Industrial relations remained harmonious at all our offices and establishments.

2. No Executive Director(s) of the Company, received any remuneration or commission from its subsidiary.

(b) The directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or event occurred on these matters during the Financial Year 2024-25:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

3. Change in the nature of business of the Company.

4. Application made or proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

5. Execution of one-time settlement with Banks and Financial Institutions.

6. Details of Non-Compliance with regard to Capital Market During the Last Three Years.

34. ACKNOWLEDGEMENT

Trade Relations

Your Company maintains healthy, cordial and harmonious industrial relations at all levels. Despite severe competition, the enthusiasm and the unstinting efforts of the employees have enabled your Company to remain at the forefront of the industry.

Your Company continued to receive co-operation and support from the distributors, retailers, stockist, suppliers and others associated with your Company as its trading and value chain partners. Your directors wish to place on record their appreciation for the same and your Company will continue in its endeavour to build and nurture strong links with stakeholders, based on mutuality, fairness, respect and co-operation with each other and consistent with consumer interest.

Appreciation

Your Company has been able to operate efficiently because of the culture of professionalism, creativity, integrity and continuous improvement in all functions and areas of its operations as well as the efficient utilization of your Companys resources for sustainable and profitable growth.

Your Directors hereby wish to place on record their appreciation of the efficient and loyal services rendered by each employee, without whose whole-hearted efforts, the overall satisfactory performance would not have been possible. Your directors look forward to the long-term future with their confidence in its management.

For and on behalf of the Board
Studds Accessories Limited
Madhu Bhushan Khurana	Sidhartha Bhushan Khurana
Chairman and Managing Director	Managing Director
DIN: 00172770	DIN: 00172788
Faridabad, June 28, 2025