Sudal Industries Ltd Directors Report

TO THE MEMBERS OF SUDAL INDUSTRIES LIMITED

Your Board of Directors present the 47^th (Forty-Seventh) Annual Report of Sudal Industries Limited (the "Company" or "SUDAL") together with the Audited Statement of Accounts for the year ended 31^st March, 2026.

1. FINANCIAL RESULTS

The summary of the financial results of the Company for the year ended March 31, 2026, as compared to the previous Financial Year are as follows:

Particulars	Year ended March 31, 2026	Year ended March 31, 2025
Revenue from Operations	18,150.51	15,474.89
Other Income	48.92	33.42
Total Revenue	18.199.43	15,508.31
Operating Expenditure	16,978.80	14,226.12
Profit before Depreciation, Interest and Taxes	1220.63	1282.19
Finance Cost	230.67	308.71
Depreciation	582.27	205.55
Profit Before Tax	407.69	767.93
Current Tax	202.00	130.00
Deferred Tax	234.61	35.48
Provision for tax for earlier year	61.67	32.68
Net Profit / Loss after Tax	(90.59)	569.78
Other Comprehensive Income	(12.65)	(8.80)
Total Comprehensive Income for the period	(103.24)	560.98

2. OPERATING RESULTS & BUSINESS PERFORMANCE

Your Company has earned net loss after tax of Rs. (90.59) Lakhs for the financial year ended 31st March, 2026 as compared to a net profit after tax of Rs. 569.78 Lakhs in the previous financial year.

The Total Revenue from operations earned during the year is Rs. 18,150.51 Lakhs for the financial year ended 31st March, 2026 as compared to revenue of Rs. 15,474.89 Lakhs in the previous financial year.

The Company recorded higher revenue during FY 2025-26; however, the increase in revenue did not translate into corresponding improvement in profitability. The aluminium extrusion industry witnessed considerable pressure on operating margins during the year on account of volatility in aluminium and billet prices, increase in energy and other conversion costs, competitive pricing pressure and higher manufacturing and logistics expenses. Further, the Company was unable to fully pass on the increase in input and conversion costs to customers, resulting in compression of contribution margins. Lower/uneven capacity utilisation and higher fixed and finance costs also adversely impacted the overall profitability. Consequently, despite growth in turnover, the Company reported a loss during FY 2025-26

3. DIVIDEND

In view of loss incurred during the FY 2025-26, the Board of Directors of your Company could not declare any divided.

4. TRANSFER TO RESERVES

The company has not transferred any amount to the reserves for the year ended 31st March, 2026.

5. CHANGE IN NATURE OF BUSINESS, IF ANY

Your company is engaged in the business of Manufacturing of Aluminium Extrusions and Aluminium based Alloys. During the year under review there was no change in the business of the Company.

6. COMPLIANCE OF INDIAN ACCOUNTING STANDARDS (IND AS)

The Company has followed Indian Accounting Standards (Ind AS) in the preparation of the standalone financial statements of the Company for the financial year ended March 31, 2026. The Significant Accounting Policies which are consistently applied have been set out in the notes to the financial statements.

7. REPORT OF SUBSIDIARY COMPANIES, ASSOCIATE COMPANIES AND JOINT VENTURE COMPANIES

As of the end of the financial year, the Company does not have any subsidiary companies, associate companies or joint ventures. This status reflects the Companys current strategic focus and operational structure. Consequently, there are no financial statements or performance metrics to report for subsidiary, associate or joint venture entities.

8. SECRETARIAL STANDARDS

Your Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

9. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review there was no proceeding initiated by/against the Company under the Insolvency and Bankruptcy Code, 2016.

Further to the Companies Pre-packaged Insolvency Resolution Plan (PPIRP) approved by the Honble National Company Law Tribunal Mumbai vide Order dated August 10, 2023 which was duly implemented by the Company and in regard to which an appeal was filed by one of the unsecured financial creditors of the Company, with Honble National Company Law Appellate Tribunal, New Delhi (NCLAT) who vide Order dated 22 July, 2024 have set aside the Companys Pre-packaged Insolvency Resolution Plan (PPIRP), the Company has filed an appeal against the aforesaid Order before Honble Supreme Court who vide their Order dated October 4, 2024 have granted a stay on the NCLAT Order.

As on date the matter is pending before the Honble Supreme Court for its final order.

10. DEPOSITS

The Company does not have any outstanding deposits from public.

Further, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014 during the financial year 2025-26. Accordingly, there are no unclaimed or unpaid deposits lying with the Company for the year under review.

Hence the requirement for furnishing of details of deposits which are not in compliance with Chapter V of the Act is not applicable.

11. CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES

All contracts / arrangements / transactions entered by the Company during the Financial Year with related parties were in the ordinary course of business, on an arms length basis and not material in nature. Thus, no information is required to be furnished in form AOC - 2 for the Financial Year 2025-2026

All related party transactions are placed for the approval of the Audit Committee and also before the Board and shareholders, wherever required necessary, in compliance with the provisions of the Act and SEBI (LODR) Regulations, 2015.

Your directors draw attention of the members to Note 30 to the Standalone Financial Statement which sets out related party disclosures.

12. CORPORATE SOCIAL RESPONSIBILITY AND ITS POLICY

The provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social responsibility policy) Rules, 2014, have become first time applicable to your company for the Financial Year 2025-2026.

The Annual Report on CSR as required under Companies (Corporate Social Responsibility Policy) Rules has been appended as Annexure-I.

13. DIRECOTRS RESPONSIBILITY

Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the year ended 31st March 2026, the Board of Directors, to the best of their knowledge and ability, confirm that:

a) in the preparation of the annual accounts for the Financial Year ended March 31, 2026, the applicable accounting standards had been followed and there has been no material departure;

b) that the selected accounting policies were applied consistently. Reasonable and prudent judgments and estimates were made so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the loss of the Company for the year ended on that date;

c) the directors had 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;

d) that the Company had prepared the annual accounts on a going concern basis;

e) the directors had laid down internal financial controls which are followed by the Company and such internal financial control are adequate and were operating effectively; and

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

14. SHARE CAPITAL AUTHORISED SHARE CAPITAL

During the financial year 2025-26, there was no change in Authorised share capital of the company.

The Companys Authorised Share capital during the financial year ended March 31, 2026, remained at 8,50,00,000/- (Eight-Crore Fifty Lakhs Only) comprising 85,00,000 (Eighty-Five Lakhs) equity shares of 10/- each (Rupees Ten Only).

ISSUED & PAID-UP SHARE CAPITAL

During the financial year 2025-26, there was no change in Issue & Paid-up share capital of the company.

The Companys paid-up equity share capital remained at 8,36,78,180/- (Rupees Eighteen Thirty-Six Lakhs Seventy-Eight Thousand One Hundred Eighty Only) comprising 83,67,818 (Eighty-Three Lakhs Sixty-Seventy Thousand Eight Hundred and Eighteen) Equity Shares of 10/- each (Rupees Ten Only).

15. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Composition:

As on March 31, 2026, the Board of Directors comprised of 6 (Six) Directors including one Independent Women Director. The Board has an appropriate mix of Executive and Non-Executive Directors including Independent Directors, which is in compliance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 and is also aligned with the best practices of Corporate Governance.

b. Retirement by rotation

In accordance with the provisions of Section 152(6) of Act read with the Companies (Management and Administration) Rules, 2014, Mr. Mukesh Vijayshi Ashar (DIN: 06929024), being longest in the office shall retire by rotation at the ensuing Annual General Meeting and being eligible, has offered himself for reappointment. The Board of Directors, on the recommendation of Nomination and Remuneration Committee, recommends his reappointment to the Members of the Company.

c. Appointment & Re-appointment

• The Members of the Company at the 46th Annual General Meeting of the Company held on Tuesday, September 30, 2025, approved the regularization of appointment of Mr. Ranjeet Kumar Sharma (Din: 00033074) as Director of the Company Categorized as Non-Executive Independent.

• Mr. Shyantanu S. Chokhani, (DIN: 02444142) Director, being liable to retire by rotation, was re-appointed as Director at the 46th Annual General Meeting of the Company held on Tuesday, September 30, 2025.

• The Members of the Company at the 46th Annual General Meeting of the Company held on Tuesday, September 30, 2025 approved the re-appointment of Mr. Mukesh Ashar, (DIN:06929024) as Whole Time Director of the Company for a period of three years i.e from December 8, 2025 till December 7, 2028. The members also accorded their approval to the continuation of Directorship of Mr. Mukesh Ashar, (DIN:06929024) as Whole Time Director on attaining the age of 70 years.

• Your Board of Directors upon the recommendation of the Nomination and Remuneration Committee and in recognition of the extensive experience and significant contribution of have approved and recommended the Re-appointment of Mr. Sudarshan Shriram Chokhani (DIN: 00243355) as Managing Director of the Company for a period of three years w.e.f.1st September 2026 to 31st August 2029 for the members approval through special resolution. An agenda item to this effect is included in the accompanying Notice of the 47th Annual General Meeting of the Company.

d. Cessation

During the year 2025-2026, none of the Directors and KMP ceased from the position of the Director of the Company

16. CONSTITUTION OF BOARD COMMITTEES

As on March 31, 2026, the Board has the following standing Committees:

a. Audit Committee

The Audit Committee of Directors constituted under the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 confirms the compliance of the provisions of Section 177 of the Companies Act, 2013. The composition of the Audit Committee is in conformity with the provisions of the said section. During the year there was no change in the constitution of the Committee

The Composition of Audit Committee as on 31st March 2026 is as under:

Particulars	Chairperson and Members
1. Mr. Ranjeet Sharma	Non-Executive Independent Director (Chairperson)
2. Mr. Lalit Maharshi	Non-Executive Independent Director (Member)
3. Mr. Sudarshan S. Chokhani	Executive Director (Member)

During the Financial Year 2025-26, the Audit Committee met six times on 29th May, 2025, 14th August, 2025, 22nd August, 2025, 14th November, 2025, 14th February, 2026, 30th March, 2026. The Time gap between two Audit Committee Meeting did not exceed 120 days.

The Company Secretary acts as the Secretary of the Audit Committee.

b. Nomination and Remuneration Committee

Nomination and Remuneration Committee ("NRC") comprises 3 members in which two of them are NonExecutive Independent Director and one is Executive Director. A Non-Executive Independent, acts as Chairman of the Committee Meetings. There is no change in the constitution of NRC committee structure during the period under review.

The Composition of the NRC Committee as on 31st March, 2026 is as under:

Particulars	Chairperson and Members
1. Mr. Lalit Mahershi	Non-Executive Independent Director (Chairperson
2. Ms. Madhuri Ahire	Non-Executive Independent Director (Member)
3. Mr. Sudarshan S. Chokhani	Executive Director (Member)

During the Financial Year 2025-26, the NRC Committee met once on 22nd August, 2025,

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees.

Major criteria defined in the policy framed for appointment of and payment of remuneration to the Directors, Senior Management and other employees of the Company, are as under:

• Minimum Qualification

• Positive Attributes

• Independence

• Experience

The Policy is also available on the Companys website at

https://sudal.co.in/InvestorRelation-Disclosure underRegulation46ofSEBI(LODR)Resolutions.pdf The Company Secretary acts as the Secretary of the Nomination & Remuneration Committee.

c. Stakeholders Relationship Committee

Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors Stakeholders Relationship Committee ("SRC"), comprises of 3 Members. The Composition of the SRC as on March 31, 2026 is as under:

Particulars	Chairperson and Members
1. Mr. Sudarshan S. Chokhani	Executive Director (Chairperson)
2. Mr. Lalit Mahershi	Non-Executive Independent Director (Member)
3. Ms. Madhuri Ahire	Non-Executive Independent Director (Member)

During the Financial Year 2025-26 the SRC met twice on 14.11.2025 and 14.02.2026.

The Company Secretary acts as the Secretary of the Stakeholders Relationship Committee.

Name of the Compliance Officer - Prasanna Vitthal Ramdas E-mail Address - mvashar@sudal.co.in

17. DISCLOSURE BY DIRECTORS:

The Directors have submitted (i) notice of interest under Section 184(1) in Form MBP-1, (ii) intimation of nondisqualification under Section 164(2) in Form DIR-8, and (iii) declarations of compliance with the Companys Code of Conduct. None of the Directors is disqualified from being appointed as a Director under Section 164(2) of the Act.

The Company has received declarations from all Independent Directors confirming that they meet the criteria of independence prescribed under Section 149(6) of the Act and Regulation 16(1 )(b) of the SEBI Listing Regulations, and that they have registered themselves on the Independent Directors Databank, where applicable.

18. STATEMENT REGARDING INTEGRITY, EXPERTISE AND EXPERIENCE OF INDEPENDENT DIRECTORS

In the opinion of the Board the Independent Directors possess excellent rating in respect of clear sense of value and integrity and have requisite expertise and experience in their respective fields.

19. BOARD MEETINGS

The Board of Directors met 6 (six) times during the Financial Year ended March 31, 2026 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder.

The dates on which the Board of Directors met during the Financial Year under review are as under:

1. 29th May, 2025

2. 14th August, 2025

3. 22nd August, 2025

4. 14th November, 2025

5. 14th February, 2026

6. 30th March, 2026

The time interval between two Board meetings did not exceed the maximum permissible limit prescribed under the Act and applicable laws.

The attendance of Board Meeting as under:

Date of meeting	Attendance
	Total Number of directors as on the date of meeting	Number of directors attended	% of attendance
29.05.2025	6	6	100%
14.08.2025	6	5	83.33%
22.08.2025	6	5	83.33%
14.11.2025	6	5	83.33%
14.02.2026	6	6	100%
30.03.2026	6	6	100%

20. ANNUAL EVALAUTION OF DIRECTORS, COMMITTEE AND THE BOARD

Your Company believes that the process of performance at Board level is pivotal to Board engagement and effectiveness. The Policy and criteria for Board Evaluation is duly approved by Nomination and Remuneration Committee.

The Board of Directors has conducted an annual assessment of its own performance, board committees, and individual directors pursuant to Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014 and SEBI (LODR) Regulations 2015.

The board has sought inputs from all the directors based on the criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the committees was evaluated by the board after seeking inputs from the committee members based on the criteria such as the composition of committees, effectiveness of committee meetings, etc.

A separate meeting of Independent Directors is held wherein a performance of Non-Independent Directors including that of Manging Director of the Board and of the Board as a whole is evaluated. Performance Evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

As a outcome of the above process the individual feedback is shared with each Director subsequent during the Year.

21. SEPARATE MEETING OF INDEPENDENT DIRECTOR

During the year under review, the Independent Directors met separately on 30th March 2026 without the presence of Non-Independent Directors and reviewed the performance of the Board, Non-Independent Directors and the Chairperson, as well as the quality, quantity and timeliness of the flow of information between the management and the Board. The Independent Directors expressed their satisfaction with the overall functioning of the Board.

22. AUDITORS AND AUDITORS REPORT

A. STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereafter Bagaria & Co. LLP Chartered Accounts, (Firm Registration No. 113447W/W-100019) has been re-appointed as Statutory Auditors of the Company to hold office for a second term of five consecutive years from the conclusion of 43rd Annual General Meeting (AGM) of the Company held on 30 September, 2023 to hold office till the conclusion of 48th Annual General Meeting to be held for the F.Y. 2026-27.

M/s. Bagaria & Co. LLP have confirmed that they are not disqualified as auditors of the Company

OBSERVATION OF STATUTORY AUDITORS FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2026

The Statutory Auditors have issued the Audit Report with a Qualified Opinion for the Financial Year ended 31st March 2026. The Observation of the Statutory Auditor and the response of the Board of Directors is as under:

OBSERVATION

Attention is drawn to the note no.42 of the attached audited financial statements for the year ended March 31, 2026 in respect of Honble National Company Law Appellate Tribunal, New Delhi (NCLAT) vide its Order dated July 22, 2024 had set aside the Order of the Honble National Company Law Tribunal (NCLT) Order dated August 10, 2023. The Company had filed an appeal against the aforesaid NCLAT Order before the Honble Supreme Court (SC) who vide their Order dated October 04, 2024 granted the stay on Order of NCLAT.

Being legal matter and presently sub-judice, we are unable to comment on the impact on the net profit/ cash flows for the quarter and year ended March 31, 2026, liabilities and other equity as at March 31, 2026

MANAGEMENT RESPONSE

The management has started to incorporate, in existing policy, the recommendation of auditors including framing of SOP wherever required

REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and /or Board under Section 143(12) of the Act and Rules framed thereunder.

B. COST AUDITORS

Pursuant to the provision of Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014, the Company is required to appoint a Cost Auditors for auditing the cost and other relevant records of the Company.

In accordance with the said provisions and as per the recommendation of the Audit Committee, the Board of Directors re-appointed M/s. Hemant Shah & Associates, Cost Accountants (Firm Reg. No. 000394), as the Cost Auditors of the Company for the Financial Year 2026-27 on a remuneration of Rs. 100000/-for the applicable Product Groups. As required under the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be placed before the Members in the General Meeting for their ratification. Accordingly, a Resolution seeking members ratification for remuneration payable to M/s. Hemant Shah & Associates, Cost Auditors is included in the Notice of the ensuing Annual General Meeting.

C. SECRETARIAL AUDITORS

Pursuant to the provision of Section 204 of the Act, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Board of Directors had appointed M/s KRS AND CO., Practicing Company Secretaries, (FRN. S2017MH46900 & Peer Review No. 3967/2023), represented by CS. Ketan Ravindra Shirwadkar Proprietor (Mem No. F13938 and COP No. 15386) as a Secretarial Auditor for the Financial Year ended 31st March, 2026.

The Secretarial Auditors have issued the Report with observations/adverse remarks. The Secretarial Audit Report for the Financial Year ended 31st March, 2026 is annexed herewith marked as Annexure - II to this Report.

OBSERVATIONS OF SECRETARIAL AUDITORS AND MANAGEMENT RESPONSE

a. Pursuant to Regulation 46 (2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Companys website is not fully updated with the information required to be disseminated.

Reply: The company has started the process the update its website and assure that all the necessary regulatory disclosures will be updated on the Website of the Company

b. Pursuant to the Regulation 3(5) and 3(6) of SEBI (Prohibition of Insider Trading) Regulations 2015, the Company did not adequately maintain Structural Digital Database, further the details of all Designated Persons of the Company are not captured in Structural Digital Database.

Reply: Necessary steps are being taken to capture all the USPI Information and details of Designated individuals in the SDD Software. The company is in process of implementing stricter monitoring mechanism to ensure that immediate recording of UPSI information is in place.

c. There is a delay of 202 days in filing e-form CRA-2 with regard to Appointment of Cost Auditors for the Financial Year 2025-26.

Reply: The delay was due to over-sight and the Company has filed the e-form with late filing fees.

d. The Company has failed to intimate to the Stock Exchange the Fines levied on the Company and Executive Directors vide Regional Director Interim Order No. Regional Director/west zone/section 441/Sudal industries/ 148/N30715999/2025-26/3930 dated 1^st July, 2025 and Regional Director Final Order No. Regional Director/ west zone/section 441/Sudal Industries/148/ N30715999/2025-26/4583 dated 13^th August 2025 in the matter of Section 441 of the Companies Act 2013 reading compounding of violation of Section 148 read with Section 147(1)of the Companies Act 2013 with regard to delay in filing of e-form CRA-2 and CRA-4 for the F.Y_f 2022-23 and 2023-24.

Further the Company has not filed the Final Compounding Order in e-form INC-28 with the office of Registrar of Companies.

Reply: The failure to intimate was due to in-advertent error and oversight on part of the management. The management will take all necessary internal controls to avoid such failures in furture.

D. INTERNAL AUDITOR

In accordance with Section 138 of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014 made thereunder, M/s SHARP & CO, Chartered Accountants, Nashik MH have been appointed as Internal Auditors of the Company for the F.Y. 2025-26. During the year under review no observation, qualification or adverse mark was reported by the Internal Auditor.

23. COST RECORDS

In terms of Rule 8(5) of Companies (Accounts) Rules, 2014, the Company is required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013 read with rule 3 of Companies (Cost Records and Audit) Rules, 2014 and accordingly such accounts and records are made and maintained by the Company.

24. CORPORATE GOVERNANCE PROVISIONS

The provisions relating to Corporate Governance specified under Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company for the F.Y. 2025-26 pursuant to Regulation 15(2) of the said Regulations, as the paid-up equity share capital and net worth of the Company are below the thresholds prescribed therein.

Consequently, the Company is not required to comply with the aforesaid Corporate Governance provisions or submit a separate Corporate Governance Report, for the F.Y. 2025-26 subject to the provisions specifically applicable to the Company under the SEBI (LODR) Regulations, 2015.

25. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT

In terms of the provisions of Regulation 34 of SEBI LODR Regulations, the Management Discussion and Analysis forms an integral part of this Report and gives details of the overall industry structure, developments, performance and state of affairs of the Company business. The shareholders are advised to refer to the separate section on the Management Discussion and Analysis in this Report enclosed as Annexure V.

26. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

The Business Responsibility Sustainability Report ("BRSR") as per the requirements of Regulation 34(2)(f) of the SEBI (LODR), 2015 is not mandatorily required to be given by Companies to whom Corporate Governance provisions are not applicable pursuant to Regulation 15 of SEBI (LODR) Regulations, 2015. Your Company has not voluntarily adopted disclosure requirement of the Business Responsibility and Sustainability Report.

27. CREDIT RATING

The Company does not have any Credit rating as of now.

28. INTERNAL FINANCIAL CONTROL

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

During the year under review no material or serous observations were received from the Internal Auditors of the Company for inefficiency or inadequacy of Internal Financial Controls.

The Internal Financial Controls followed by the Company are adequate and commensurate with the size and nature of the business and were operating effectively during the year under review.

29. RISK MANAGEMENT

The Board of Directors of the Company has designed Risk Management Policy and Guidelines to avoid events, situations, or circumstances, which may lead to negative consequences on the Companys businesses, and define a structured approach to manage uncertainty and to make use of these in their decision-making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual / strategic business plans and in periodic management reviews.

30. VIGIL MECHANISM AND WHISTLE BLOWER POLICY

In compliance with the provisions of Section 179(9) and (10) of the Companies Act, 2013 your Company has set up vigil mechanism viz. Whistle Blower Policy to provide a formal mechanism to the Directors and employees to report their genuine concerns, unethical behaviour, actual or suspected fraud, irregularities or violation of Companys Code of Conduct, if any, noticed by them in the Company, which could adversely affect companys operations. This mechanism also provides safeguards against victimization of employees, who avail themselves of the mechanism and provides direct access to the Chairperson of the Audit Committee.

The vigil mechanism is overseen by the Audit Committee and your Company is happy to inform you that during the year, there have been no Complaints received by the Audit Committee.

The said policy is available on the website of the Company at - https://sudal.co.in/InvestorRelation-Disclosure underRegulation46ofSEBI(LODR)Resolutions.pdf

31. LOANS, GUARANTEES, INVESTMENTS AND SECURITIES

During the year under review, there were no loans, guarantees given and investments made and securities provided on behalf of the others. The details with respect to outstanding loans, guarantees, investments and securities has been furnished in Notes to Accounts which forms part of the Financial Statements for the year ended March 31, 2026.

32. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as required under the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are furnished in Annexure III which form part of this report.

The details of foreign currency inflow and outflow during the year under review are also given in Annexure III.

33. ANNUAL RETURN

In accordance with provisions of Section 134(3)(a) of the Companies Act, 2013, the Annual Return as required under Section 92 of the Act for the Financial Year 2025-26, is available on the Companys website at https://sudal.co.in/InvestorRelationPublic/InvestorRelation?id = 16

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

Your Company has adopted policy on prevention, prohibition and redressal of sexual harassment at workplace, in line of the provisions of the Sexual Harassment of women at workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. The policy aims to provide protection to employees at the workplace and to prevent and redress complaints of sexual harassment and for matters connected and incidental thereto, with an objective of providing a safe working environment where employees feel secure.

The Company has complied with the provisions relating to the constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

Number of complaint received and resolved in relation to Sexual Harassment of Women at Workplace (Prevention, Protection and Redressal) Act, 2013, during the year under review and their breakup is as under:

a) No. of complaints filed during the year.	NIL
b) No. of complaint disposed of during the year.	NIL
c) No. of complaint pending at end of year.	NIL

35. PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when Trading Window is closed.

36. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure IV.

37. GREEN INITIATIVES

In commitment to keep in line with the Green Initiatives and going beyond it, electronic copy of the Notice of 47th Annual General Meeting of the Company including the Annual Report for Financial Year 2025-26 are being sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

Further in terms of Section 36(1 )(b) a letter providing the web-link, including the exact path, where complete details of the Annual Report is available is being sent to Shareholders who have not registered their e-mail address.

38. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There has been no significant and material order passed by the regulators or courts or tribunals impacting the going concern status and Companys operations.

39. MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

Except as disclosed elsewhere in this report, no material changes and commitments affecting the financial position of the Company occurred from the end of financial year till the date of this report.

40. CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT PERSONNELS

The Board of Directors has established a Code of Conduct applicable to its Directors and Senior Management Personnel. This Code serves as a framework for ethical business practices, equitable treatment, and the prohibition of actions such as bribery, corruption, and anti-competitive behavior. All Board members and senior management personnel have confirmed their compliance with the Code of Conduct for the financial year 2025-26. The Code is also available on the website of the Company at https://sudal.co.in/InvestorRelation-Disclosure underRegulation46ofSEBI(LODR)Resolutions.pdf

41. MATERNITY BENEFIT ACT COMPLIANCE:

During the financial year 2025-26 your Board of Directors be and hereby confirm that compliance with the provisions of Maternity Benefit Act 1961 read with the Rules made thereunder were not applicable.

The number of employees as on closure of the Financial Year ended 31st March 2026 is as under:

Type of Employee	Number
Male Employee	137
Female Employee	17
Transgender Employee	0

42. OTHER DISCLOSURES:

Your directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

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

b) Managing Directors and Whole Time Director have not received the Commission from the Company;

c) The Company has not made any one-time settlement for loans taken from the Banks or Financial Institutions, and hence the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof is not applicable;

d) There was no instance of any Employee Stock Options, Equity Share with differential voting rights as to dividend, voting or otherwise.

43. APPRECIATION AND ACKNOWLEDGEMENT

The Board of Directors wish to place on record their appreciation for the co-operation and support of the Companys Bankers, its valued customers, employees and all other intermediaries concerned with the Companys business.

Your directors are grateful towards all members for supporting and sustaining us during the intricate days. We look forward to your continued support and reiterate that we are determined to ensure that the plans are successfully implemented.