Studds Accessories Ltd Directors Report

To

The Members of

Studds Accessories Limited

Your Board of Directors have pleasure in presenting the 44^th Annual Report on the business and operations of the Studds Accessories Limited ("the Company" or "Our" or "We" or "STUDDS), together with the Audited Standalone and Consolidated Financial Statements, for the financial year (FY) ended March 31,2026.

In order to maintain coherence and avoid repetition, certain disclosures required to be included in the Boards Report have been presented in other sections of this Annual Report, including the Management Discussion & Analysis, Report on Corporate Governance, and the Annexures forming part of this Report. All such sections and annexures shall be read as an integral part of this Boards Report.

1. FINANCIAL HIGHLIGHTS

The standalone and consolidated financial statements for the financial year ended March 31, 2026, 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 financial year 2025-26 as compared to the previous financial year 2024-25 is summarized below:

(Rupees in million)

Particulars j	Standalone		Consolidated
	2025-26 B	2024-25*	2025-26	2024-25*
Revenue from Operations	6,301.85	5,825.59	6,342.33	5,839.51
Other Income	115.16	122.64	115.16	119.49
Total Income	6,417.01	5,948.23	6,457.49	5,959.00
Cost of Goods Sold	2,556.12	2,553.12	2,554.68	2,557.06
Other Expense	2,510.47	2,215.71	2,565.75	2,232.78
Total Expenses	5,066.59	4,768.83	5,120.43	4,789.84
Profit before Finance Cost, Depreciation and	1,350.42	1,179.40	1,337.06	1,169.16
Amortization Expenses
Less: Finance Cost	7.40	11.65	9.06	12.17
Profit Before Depreciation	1,343.02	1,167.75	1,328.00	1,156.99
Less: Depreciation	211.81	206.69	211.81	206.69
Profit Before Tax	1,131.21	961.06	1,116.19	950.30
Less: Tax Expenses
Current Tax	274.59	235.11	271.12	235.11
Deferred Tax	13.68	18.15	13.13	18.74
Tax Related to earlier periods	5.41	0.02	5.41	0.02
Profit After Tax	837.53	707.78	826.53	696.43
Total Comprehensive Income for the year	840.36	708.89	833.29	697.00
Face Value per Equity Share (in Rs.)	5/-	5/-	5/-	5/-
Earnings Per Share
Basic EPS	21.28	17.99	21.00	17.70
Diluted EPS	21.28	17.99	21.00	17.70

*Previous year details have been regrouped/reclassified for the purpose of accuracy.

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 the 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 2024 and also the worlds largest twowheeler helmet player by volume in Calendar Year 2024. (Source: CARE Report).

Backed by nearly five decades of expertise, we have continuously innovated to fulfil our unwavering commitment of making every two-wheeler rider journey safer. Both of our brands, STUDDS and SMK, have been marketed and sold in pan-India through 360+ distributors and in more than 70 countries, internationally, with a strong export presence spanning the Americas, Asia (excluding India), Europe and rest of the world. Our SMK brand contributes ~15% of and exports contributes to ~20% of the revenue.

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 believe that the helmet manufacturers in India are starting to experience a trend towards consolidation, driven by;

- regulatory changes including mandate for pillion rider and mandatory changes of helmets at the time of twowheeler purchase; and demanding more stringent safety standards;

- consumer awareness about road safety including the importance of wearing high quality and premium helmets; and

- A replacement and fashion-driven helmet market shifting towards premiumisation, fuelled by rising demand for aspirational, lifestyle-defining products.

We have manufacturing capacity of 9.5 million helmets and boxes (units). Our Annual Production of helmets and boxes was over 8.27 million units in FY 2025-26. The Company manufactures helmets and motorcycle accessories for two- wheelers and sells through a network of around 360+ active distributors across Pan 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 solidifying our market leadership in India and internationally.

During the year, the Company successfully completed its Initial Public Offering (IPO), comprising an Offer for Sale (OFS) of 77,86,120 equity shares aggregating to Rs. 4,554.88 million. The Companys equity shares were listed on BSE Limited and the National Stock Exchange of India Limited on November 7, 2025, marking a significant milestone in its corporate journey.

3. FINANCIAL PERFORMANCE

Standalone

For the financial year ended March 31,2026, your Company delivered a strong and well-rounded financial performance, with growth in profitability consistently outpacing revenue growth across all key metrics. Revenue from Operations grew by 8.18% from Rs. 5,825.59 million in FY 2024-25 to Rs. 6,301.85 million in FY 2025-26. Total Income, inclusive of other income of Rs. 115.16 million, stood at Rs. 6,417.01 million for the year.

At the operating level, EBITDA increased from Rs. 1,056.76 million in FY 2024-25 to Rs.1,235.26 million in FY 2025-26, registering a year-on-year growth of 16.89%. The EBITDA margin on Revenue from Operations stood at approximately 19.60%, reflecting sustained operational efficiency, disciplined cost management and the benefits of operating leverage as the Company scaled its business. Profit Before Tax (PBT) grew by 17.70% from Rs. 961.06 million to Rs. 1,131.21 million, demonstrating the Companys ability to convert top-line growth into meaningful pre-tax earnings.

Profit After Tax (PAT) for FY 2025-26 stood at Rs. 837.53 million as compared to Rs. 707.78 million in FY 2024-25, a growth of 18.33%. Total Comprehensive Income for the year, comprising PAT and other comprehensive income, stood at Rs. 840.36 million as against Rs. 708.89 million in FY 2024-25. Basic Earnings Per Share (EPS) improved from Rs. 17.99 in FY 2024-25 to Rs. 21.28 in FY 2025-26. Net Worth of the Company strengthened from Rs. 4,504.23 million as at March 31, 2025 to Rs. 5,246.21 million as at March 31, 2026, reflecting a growth of 16.47%, underpinned by consistent accretion of retained earnings. The progressive improvement across all profitability metrics — EBITDA, PBT and PAT — reaffirms the robustness of the Companys business model and its commitment to delivering sustainable shareholder value.

Consolidated

On a consolidated basis, your Company sustained its growth momentum across all financial parameters during FY 2025-26. Revenue from Operations grew by 8.61% from Rs. 5,839.51 million in FY 2024-25 to Rs. 6,342.33 million in FY 2025-26. Total Income, inclusive of other income of Rs. 115.16 million, stood at Rs. 6,457.49 million for the year under review.

EBITDA on a consolidated basis increased from Rs. 1,049.67 million in FY 2024-25 to Rs.1,221.91 million in FY 2025-26, registering a year-on-year growth of 16.41%. The EBITDA margin on Revenue from Operations stood at approximately 19.27%. Profit Before Tax (PBT) grew by 17.46% from Rs. 950.30 million to Rs. 1,116.19 million, reflecting both revenue growth and continued improvement in operational efficiencies across the Group.

Profit After Tax (PAT) for FY 2025-26 stood at Rs. 826.53 million as compared to Rs. 696.43 million in FY 2024-25, registering a growth of 18.68%. Total Comprehensive Income for the year stood at Rs. 833.29 million as against Rs. 697.00 million in FY 2024-25, a growth of 19.55%. Basic Earnings Per Share (EPS) for FY 2025-26 stood at Rs. 21.00 as against Rs. 17.70 in FY 2024-25.

Goods and Services Tax (GST)

The amendments in the rates announced by the Government of India was a positive step for consumers. It stimulated consumption, drove affordability and contributed to the overall growth in relative industry sector and the economy. This helped in accommodating some of the commodity inflationary impacts prior to GST rate cut from consumer pricing perspective. Your Company is currently well placed.

Collectively, the consistent outperformance of profitability metrics relative to revenue, on both standalone and consolidated bases, reflects the Companys improving operating leverage, disciplined cost structure and growing contribution of high-margin export revenues to the overall business mix. Towards the end of the year, geopolitical developments in West Asia introduced some uncertainty around fuel prices and supply chains; however, underlying demand drivers — including infrastructure investment, replacement demand and gradual rural recovery, remained intact.

Your Companys strong financial performance in this environment is a testament to the resilience of its business model and its ability to navigate external headwinds while sustaining growth.

4. DIVIDEND

Declaration and Payment of Dividend

The Board is pleased to recommend a dividend of Rs. 3 per equity share (60% of face value of Rs. 5/- per share) on 3,93,53,400 fully paid-up Equity Shares of the Company, for the financial year ended March 31,2026, at its meeting held on May 23, 2026. The Dividend is recommended to the Shareholders at the forthcoming 44^th Annual General Meeting (AGM) of the Company as stipulated in the Notice of 44^th AGM.

During the FY 2025-26, the Company declared and paid the dividend of Rs. 2.5/- representing 50% on 3,93,53,400 fully paid-up Equity Shares which was distributed from the profits of the Company for the FY 25.

The dividend once approved by the Shareholders will be paid to those Members whose name appears on the Register of Members (including Beneficial Owners) of the Company as at the end of the Record Date, 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. 11,80,60,200/- (including TDS payable thereon) (previous year Rs. 9,83,83,500/-). The dividend payout is in accordance with the prevalent applicable laws and the Companys Policy.

Pursuant to the Finance Act, 2020, dividend income is taxable in the hands of the Members with effect from April 1, 2020 and the Company is required to deduct tax at source on dividend paid to the Members at the rates prescribed under the Income Tax Act, 2025.

Record Date

The Company has fixed Saturday, August 29, 2026 as the "Record Date" for the purpose of determining the entitlement of Members to receive dividend for FY26.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (hereinafter referred as SEBI Listing Regulations or Listing Regulations), the Board has formulated a Dividend Distribution Policy. The said policy is available on the website of the Company at https://www.studds.com/ Adminpanel/uploads/templates/Dividend-Distribution- 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 period under review, the Company had transferred the unclaimed dividend amount of Rs. 34,301 to the IEPF Authority from the Final Dividend for the Financial Year 2017-18.

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 under review 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 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, 2026, 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 I EPF-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 to 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 weblink at the https://www.studds.com/investor-relations/ shareholder-services.

6. RESERVES

No amount has been transferred to General Reserve, during the financial year 2025-26.

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.

However, a Wholly Owned Subsidiary (hereinafter referred to as ‘WOS) is incorporated with an initial capital of EUR 300,000 (Euro three hundred thousand) with 100% stake in Wholly Owned Subsidiary in Italy, Europe, by the Studds Accessories Limited, subsequent to the close of the financial year and before the date of this Report.

8. EMPLOYEE STOCK OPTION SCHEME

During the year, the Company has neither issued any stock options nor implemented any scheme or any policy on issuance of stock options. The Board of Directors at its meeting held on May 23, 2026 approved Studds Accessories Limited Employee Stock Option Scheme 2026 ("STUDDS ESOP Scheme 2026" or "ESOP Scheme" or "Scheme") for the grant of stock options to Eligible Employees of Studds Accessories Limited including its Subsidiary Company(ies), in India or outside India, in accordance with Section 62(1)

(b) of the Companies Act, 2013 and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and other applicable laws, subject to the approval of the shareholders in the ensuing Annual General Meeting of the Company and such other regulatory / statutory approvals as may be necessary.

The maximum aggregate number of Options that may be granted under the Scheme shall not exceed 2,97,381 (Two Lakh Ninety-Seven Thousand Three Hundred and Eighty- One) Options, equivalent to 0.75% of the post-issued paid- up equity share capital of the Company, at an exercise price of not less than 85% of the market price, subject to the terms of the Scheme and as approved by the Nomination and Remuneration Committee which for the purpose of Scheme may also be referred to as the Compensation Committee, as per applicable laws.

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 sheets 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 financial year 2025-26, there is no change in the Share Capital of the Company.

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, 2026 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 31,2026 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 face value of Rs. 5/- (Rupees Five only) each.

11. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES

As on March 31,2026, your Company has one WOS named Bikerz US Inc. and has no joint ventures or associate Company. There has been no material change in the nature of the business of the Bikerz US Inc.

Bikerz US Inc. is not a material subsidiary of the Company. In accordance with Regulation 16(1)(c) of the SEBI 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-For-Determining- Material-Subsidiaries.pdf

12. CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company and its subsidiary for the FY26 have been prepared in compliance with the applicable provisions of the Companies Act, 2013 (the Act) and as stipulated under Regulation 33 of SEBI Listing Regulations 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 form part of this Annual Report.

In accordance with Section 129(3) of the Act, a statement containing salient features of the financial statements of the subsidiary Company in Form AOC-1 is part of the Consolidated Financial Statements forming part of the report. The statement also provides the details of performance and financial position of the subsidiary. During the year, no Company ceased to be a subsidiary. The Company also does not have any holding Company.

Pursuant to the requirements of Regulation 34 (3) read with Schedule V of the SEBI Listing Regulations the details of Loans and advances made to, and investments made in, in the subsidiary Company, if any have been furnished in the Notes forming part of the Financial Statements. Financial Statements of the subsidiary Company are available on the website of the Company at https://www.studds. com/investor-relations/subsidiary-financials and the consolidated financial statements of the Company and all other documents required to be attached thereto are also available at https://www.studds.com/investor-relations/ financial-information.

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.

Penalty Imposed by Registrar of Companies

During the Financial year under review, the Registrar of Companies, Delhi ("ROC"), vide Order No. PO/ADJ/09-2025/ DL/00716 dated 30^th September, 2025, passed under Section 454 of the Companies Act, 2013, imposed a penalty under Section 450 for non-compliance of Section 196(3) of the Act. The non-compliance pertained to the omission of justification for re-appointment of Mr. Madhu Bhushan Khurana as Managing Director (having attained 70 years of age) in the explanatory statement to the AGM notice dated 29^th September, 2020. The Company had proactively filed a suo-moto adjudication application before the ROC in the previous financial year.

A penalty of Rs. 10,000 each was imposed on the Company, Mr. Madhu Bhushan Khurana, Mr. Sidhartha Bhushan Khurana and Mr. Manish Mehta, aggregating Rs. 40,000.

The default has since been rectified with requisite disclosures made at the re-appointment of Mr. Madhu Bhushan Khurana in the EGM held on 17^th December, 2024. The penalty has been duly paid within the prescribed timeline.

Members attention is further drawn to the statement on contingent liabilities in the notes forming part of the Financial Statements.

The Company has not received any regulatory or judicial orders during the reporting period which has an impact on the going concern status and the future operations of the Company.

14. HUMAN RESOURCES

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

15. ENVIRONMENT, HEALTH AND SAFETY

Environment, Health & Safety (EHS) remain foundational pillars of STUDDS corporate governance framework. The Company is firmly committed to fostering a zero-accident culture, underpinned by structured training and awareness initiatives, proactive risk management, and continuous improvement across all Companys units.

Training & Safety Awareness

The Company conducts regular, structured safety awareness programmes to embed a culture of vigilance and preparedness at every level of the organisation. Key initiatives during the year included:

• Structured awareness and capability-building sessions were conducted during the year covering a broad spectrum of functional and developmental areas, including Hazard Identification and Risk Assessment (HIRA), chemical safety protocols, first aid and emergency response, abnormality handling, advanced proficiency in MS Excel, SAP MM Module operations, and interpersonal effectiveness and leadership development skills.

• Periodic Fire & Emergency mock drills to ensure organisational readiness and regulatory compliance.

• A structured incident reporting framework that encourages proactive identification of hazards at all levels, enabling timely preventive intervention and sustained improvement in safety outcomes.

Environmental Sustainability

• STUDDS recognises its responsibility as a corporate citizen to operate in an environmentally conscious and resource-efficient manner. The Company continues to drive towards greener operations by optimising the use of natural resources, reducing waste, and minimising its overall environmental footprint.

• Sustainability considerations are progressively being embedded into operational strategy, reinforcing the Companys commitment to responsible and future-oriented industry practices.

Employee Health & Well-being

The Company firmly believes that a safe, hygienic, and supportive work environment is integral to employee well-being, productivity, and long-term retention. Investments in workplace health infrastructure and wellness initiatives reflect STUDDS commitment to the holistic welfare of its workforce.

Maternity Benefits

We further confirm that we are in compliance with the provisions of the Maternity Benefit Act, 1961 which interalia includes payment of maternity benefits, granting leaves and provision of all other benefits mandated under the Act — reaffirming the Companys commitment to an equitable and supportive workplace for women employees.

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. In the opinion of the Board, no element of risk has been identified that may threaten the existence of the Company, during the FY 2025-26. Your Company has the risk management committee as per Regulation 21 read with Part D of Schedule II of the SEBI 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. The Company leverages digital tools and technology-enabled systems to strengthen its risk identification and mitigation capabilities, enabling real-time monitoring of key risk indicators, data-driven decision-making and proactive management of operational, financial and compliance-related risks across business functions. 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. For mitigation strategies, may refer Management, Discussion and Analysis Section forms part of the Annual Report.

Further, please refer Report on Corporate Governance forms part of this Annual Report for detailed terms of reference, composition and meetings details of the Risk Management Committee.

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, 2026, 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 SEBI 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 period under review, there is no change in composition of Board of Directors of the Company.

Mr. Madhu Bhushan Khurana (DIN: 00172770), retires by rotation at the 43^rd Annual General Meeting (AGM) and offered himself for re-appointment and reappointed.

Further, in accordance with the provisions of the Section 152 of the Act and the Companys Articles of Association, Ms. Shilpa Arora (DIN: 10733950), retires by rotation at the forthcoming AGM and is offering herself for reappointment. On the recommendation of Nomination and Remuneration Committee, the Board of Directors in their meeting held on May 23, 2026 recommends to the members of the Company for re-appointment of Ms. Shilpa Arora by passing of an ordinary 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 SEBI 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(8) of the SEBI 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 included their names in the data bank of Independent Directors maintained with the Indian Institute of Corporate Affairs, in terms of Section 150 of the Act 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 and Code for Independent Directors prescribed in Schedule IV to the Act, and are not disqualified from continuing as Independent Directors.

The Board of Directors of the Company has taken on record the declaration, disclosures 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 SEBI 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 to contribute effectively to the Companys governance.

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

Further details on the criteria and process for determining independence are provided in the Corporate Governance Report forming part of this Annual Report.

During the financial year ended 31^st March 2026, the Company has not received any amount from the Directors of the Company.

Key Managerial Personnel

During the year under review, there was no change in Key Managerial Personnel of the Company. 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 31,2026 are:

S.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 and Compliance Officer

*Mr. Manish Mehta stepped down from the position of Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company and consequently, Mr. Bharat Goyal was appointed as the Chief Financial Officer (CFO) and Key Managerial Personnel (KMP) of the Company with effect from July 01,2026.

18. MEETINGS OF THE BOARD

The Board of Directors held 6 (six) meetings during FY26. 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;

(f) *IPO Committee; and

(g) *Committee of Independent Directors.

* The Board of Directors, at its meeting held on November 26, 2025, approved the dissolution of the IPO Committee and Committee of Independent Directors.

Details of composition, terms of reference and number of meetings held in FY26 for the aforementioned committees are given in the Report on Corporate Governance, which forms 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. BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the Act read with Rules made thereunder and Regulation 17(10) of the SEBI Listing Regulations, the Board has carried out the annual performance evaluation of the Directors individually, including the Independent Directors (wherein the concerned Director being evaluated did not participate), Board as a whole and Committees of the Board of Directors. The manner in which the annual performance evaluation has been carried out is explained in the Report on Corporate Governance which forms part of this report. The Board is responsible to monitor and review the evaluation framework. Further, in compliance with Schedule IV to the Act and Regulation 25(4) of the SEBI Listing Regulations, Independent Directors have also evaluated the performance of Non-Independent Directors, Chairperson and Board as a whole, at a separate meeting of Independent Directors held on June 28, 2025.

21. 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, confirm 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, 2026 and of the profit of the Company for the year ended March 31,2026;

- 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 2025-26; 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.

22. AUDITORS

a) STATUTORY AUDITORS

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

The Reports given by the Statutory Auditors on the standalone and consolidated Financial Statements of your Company for the financial year ended 31^st March 2026 ("Financial Statements") forms part of this Annual Report.

At the 41^st 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 46^th AGM to be held in the year 2028, for second term of five consecutive years.

b) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 and other provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 made thereunder and Regulation 24A of SEBI Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Chandrasekaran Associates, Company Secretaries (Firm Registration No. P1988DE002500) has been appointed to conduct the Secretarial Audit of the Company for a term of 5 (Five) consecutive years from the financial year 2025-26 to 2029-30 at the 43^rd AGM of the Company, held on September 6, 2025 . The Secretarial Audit Report for Financial Year 2025-26 is annexed as Annexure 1 to this Report. The report of Secretarial Auditor is self-explanatory and does not require further explanation or comments.

The Secretarial Audit Report for the Financial Year ended on March 31, 2026 does not contain any qualification, reservation, adverse remarks or disclaimers.

Chandrasekaran Associates, Company Secretaries has confirmed that the firm is not disqualified from continuing as the Secretarial Auditor of the Company.

c) INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013, the Company has appointed Deloitte as an Internal Auditor for the Financial Year 2025-26.

They have performed the duties of Internal Auditors of the Company, satisfactorily, and their report for FY 2025-26 was presented before the Audit Committee and Board of Directors. Deloitte provides independent and objective assurance to strengthen the Companys systems, processes and internal controls.

The Board of Directors, at its meeting held on May 23, 2026, has approved the appointment of Deloitte Haskins & Sells LLP (Firm Registration No. 1 17366W/W100018) as an Internal Auditor of the Company for the Financial Year 2026-27.

d) REPORTING OF FRAUDS BY AUDITORS

During the year under review, 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, thereby no details are required to be mentioned in this Report under Section 134(3)(ca) of the Act.

23. 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.

24. RELATED PARTY TRANSACTIONS

All Related Parties Transactions (RPTs) including subsequent material modifications, if any are presented 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. The statements giving details of all RPTs entered pursuant to omnibus approval so granted were presented 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. Therefore, the disclosure of the RPTs as required under Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014, in Form AOC-2 is not applicable to the Company for FY26 and, hence, the same is not required to be provided.

There were no materially significant related party transactions which could have potential conflict with the interests of the Company at large.

The details of RPTs during FY26, 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 transactions except the remuneration including commission which has been paid in accordance to members approval for such promoter in the capacity of Executive Directors of the Company. During FY26, 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.

During the year, the Company has revised the policy to align with the amendments in Regulation 23 of the SEBI Listing Regulations. The Companys Policy on Materiality of RPTs and Dealing with RPTs is in accordance with the requirements of the Act and SEBI Listing Regulations is available on the website of the Company https://www.studds.com/Adminpanel/uploads/templates/Policy-on- Materiality-of-Related-Party-Transactions-&-Dealing.pdf.

25. INDIAN ACCOUNTING STANDARDS

The financial statements comply with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act read with the Companies (Indian Accounting Standards) Rules, 2015 and other relevant provisions of the Act.

26. 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 2025-26, the Company has spent two percent of the average net profits of your Company during the three preceding financial years. The prescribed CSR obligation, computed in accordance with the said provisions, amounted to Rs. 1,45,95,000, which has been spent in full before March 31,2026. Your Company undertook various CSR activities in collaboration only with those reliable non-governmental organisations ("NGOs"), implementing partners, who satisfy 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 FY26.

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 CSR Policy, 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.

27. LISTING OF SHARES

During the year, the Equity Shares of the Company got listed on National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") having nation-wide trading terminals on November 07, 2025. Annual Listing Fee for the Financial Year 2026-27 has been paid to NSE and BSE.

28. DISCLOSURES

(a) EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 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/annual-return-2025-2026.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 FY26, 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 SEBI 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. This policy is framed with the object of attracting, retaining and motivating talent which is required to run your Company successfully. The same is briefed in Report of Corporate Governance which forms part of this Annual Report.

We affirm that the remuneration paid to the Directors is as per the terms laid down in the Nomination and Remuneration Policy of the Company and in accordance with the Board and/or Shareholders approval.

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 Policy provides for adequate safeguards against victimisation of persons who avail of the mechanism. 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.

It is further affirmed that no person has been denied access to the Audit Committee. The policy has also been displayed on the website of the Company at https://www.studds.com/ Adminpanel/uploads/templates/Details-of-Establishment-of-Vigil-Mechanism%20-Whistleblower-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 and no requirement of cost audit, as specified by Central Government under the provisions of this Section.

(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 under POSH. The Internal Committee (IC) comprises of internal members and external member who has significant expertise in the field, ensuring an impartial, experienced, and legally compliant redressal mechanism. The IC is in place for all factories and offices of the Company to receive, investigate, and resolve the complaints in a fair, confidential, and time-bound manner. In 2025-26, no case of sexual harassment was reported.

Particulars
a) number of complaints of sexual harassment received in the year	Nil
b) number of complaints disposed off during the year	Nil
c) number of cases pending for more than ninety days	Nil

Further, during the financial year 2025-26, initiatives were undertaken to demonstrate the Companys zero- tolerance philosophy against discrimination and sexual harassment, which included organizing workshops and knowledge sessions for employees to enhance awareness and understanding of the subject, as well as creating comprehensive and easy-to-understand communication materials that were made readily accessible to all employees. The Company also continued to implement and reinforce the Policy on Prevention of Sexual Harassment, ensuring compliance and fostering a safe, respectful, and inclusive workplace environment. The Companys robust grievance redressal framework remains fully operational and accessible to all employees.

(g) EQUAL OPPORTUNITY BY EMPLOYER

The Company provides a congenial atmosphere for work to all employees that is free from discrimination and harassment and aim to provide equal opportunities of employment to all irrespective of their caste, religion, colour, marital status and sex.

(h) COMPLIANCE OF SECRETARIAL STANDARDS

The Company is 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.

(i) DISCLOSURE ON REMUNERATION TO EMPLOYEES EXCEEDING SPECIFIED LIMITS

The information required to be disclosed under the provisions of Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure 3.

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. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As the Company does not form part of the Top-1000 listed entities based on market capitalization as at December 31, 2025 and does not satisfy the criteria, the provisions of Regulation 34(2)(f) of the SEBI Listing Regulations pertaining to the Business Responsibility and Sustainability Report (BRSR), are not applicable to it, thereby business responsibility and sustainability report is not required to be presented and annexed.

31. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirements specified in Regulations 17 to 27 and clauses (b) to (i) of sub-regulation

(2) of Regulation 46 of the SEBI Listing Regulations. Pursuant to Regulation 34 read with Schedule V of the SEBI Listing Regulations, Report on Corporate Governance along with the certificate from Chandrasekaran Associates, Company Secretaries, certifying compliance with conditions of Corporate Governance is presented and annexed to this Annual Report.

32. OTHER DISCLOSURES AND AFFIRMATIONS

(a) During the period under review:

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 2025-26:

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 any proceeding is pending under the Insolvency and Bankruptcy Code, 2016.

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

6. Non-compliance with regard to capital market during the last three years.

7. Issue of debentures/ bonds/ warrants/ convertible/ non-convertible securities.

33. ACKNOWLEDGEMENT

Trade Relations

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

Your Company continues 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. The Company remains committed to building and nurturing strong relationships with all stakeholders based on mutual trust, fairness, respect and co-operation, while remaining consistent with consumer interests.

Appreciation

Your Company continues to operate efficiently owing to the culture of professionalism, creativity, integrity and continuous improvement across all functions and areas of its operations, as well as the effective utilization of the Companys resources for sustainable and profitable growth.

Your directors wish to place on record their appreciation for the efficient and dedicated services rendered by all employees, whose commitment and wholehearted efforts have significantly contributed to the Companys continued satisfactory performance during the year. The Directors remain confident in the management team and look forward to the Companys long-term growth and success.

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, May 23, 2026