Sugs Lloyd Ltd Directors Report

DIRECTORS REPORT

Dear Members,

The Board of Directors take great pleasure in presenting the Seventeenth (17th) Annual Report together with the Audited Financial Statements (Standalone and Consolidated) of the Company for the Financial Year ended 31st March 2026.

1. FINANCIAL HIGHLIGHTS OF THE COMPANY

The audited financial statements of the Company for the Financial Year ended on March 31,2026 prepared in accordance with the relevant applicable Accounting Standards (AS)* as prescribed under Companies Act, 2013, as amended, read with relevant rules thereunder and in terms of Regulation 33 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

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

				(Figures in Lacs)
Particulars	Standalone 2025-26	Standalone 2024-25	Consolidated 2025-26	Consolidated 2024-25
TOTAL INCOME	30,372.34	17,787.22	30,372.34	17,787.22
TOTAL EXPENSES	26,504.43	15,520.70	26,504.43	15,520.70
Profit before Exceptional Items & Tax	3,867.91	2,266.52	3,867.91	2,266.52
Exceptional Items	-	-	-	-
Profit before share of profit/loss of Associates & Tax	-	-	-	-
Profit before Tax	3,867.91	2,266.52	3,867.91	2,266.52
Less: Current tax	998.36	577.59	998.36	577.59
Deferred Tax / (Income)	0.03	0.27	0.03	0.27
Tax Expenses Relating to Prior years	0.08	16.34	0.08	16.34
Profit (Loss) after tax	2,869.44	1,672.32	2,869.44	1,672.32
Profit for the Year	2,869.44	1,672.32	2,869.44	1,672.32
Share of (Profit)/Loss of Associates	-	-	12.72	5.44
Earnings per share - Basic ( Rs.)	14.19	10.29	14.26	10.32
Earnings per share - Diluted ( Rs.)	14.19	10.29	14.26	10.32

Companies whose Securities are listed or in the process of listing on the SME exchanges will not require to apply IND AS. Such Companies can continue applying with Accounting Standards notified under the Companies (Accounting Standards) Rules 2006 (as amended) unless they choose to apply IND AS on voluntary basis.

2. STATE OF COMPANYS AFFAIRS/OPERATIONS

On a standalone basis, Total Revenue for FY 2025-26 was Rs. 30,372.34 lacs compared to Rs. 17,787.22 lacs in FY 2024-25, representing an increase of 70.75%. Accordingly, the Profit After Tax (PAT) for FY 2025-26 was Rs. 2,869.44 lacs as against Rs. 1,672.32 lacs in FY 2024-25, representing an increase of 71.58%. The Company, therefore, achieved strong growth in both revenue and profitability during FY 2025-26.

On a consolidated basis, Total Revenue for FY 2025-26 was Rs. 30,372.34 lacs compared to Rs. 17,787.22 lacs in FY 2024-25, representing an increase of 70.75%. Accordingly, the Profit After Tax (PAT) for FY 2025-26 was Rs. 2,869.44 lacs as against Rs. 1,672.32 lacs in FY 2024-25, representing an increase of 71.58%. The Company, therefore, achieved strong growth in both revenue and profitability during FY 2025-26.

3. DIVIDEND

No dividend has been declared by the Company for the year ended March 31, 2026. This decision aligns with our forward- looking strategy to retain earnings within the business enabling us to fund expansion initiatives from internal accruals and support the Companys growth.

4. TRANSFER TO RESERVE

The Company has achieved profitability during the financial year, and the resulting profit has been transferred to the profit & Loss Account under the Reserve & Surplus section of the Balance Sheet as of March 31, 2026.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

During the financial year under review, the Company did not declare or pay any dividend. Consequently, there was no amount liable to be transferred to the Investor Education and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act, 2013.

6. CREDIT RATINGS

During the year under review, the Company has obtained the voluntary credit rating from M/S CARE Ratings Limited, a leading credit rating agency in India, the details of same is being given below:

Facilities	Amount (Rs. crore)	Rating
Long Term Bank Facilities	60.00	CARE BBB-; Stable
Long Term / Short Term Bank Facilities	65.00	CARE BBB-; Stable / CARE A3

7. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report, which forms part of this report.

8. STATUS OF THE COMPANY AND INTIAL PUBLIC OFFER AND LISTING OF EQUITY SHARES

Sugs Lloyd Limited (herein after referred to as "the company") is a public company domiciled in India and is incorporated under the provisions of the Companies Act, 1956 (CIN: L74900DL2009PLC194400). Its shares are listed on BSE SME. The Registered office of the Company is located at Office No-8B, CSC-I, Behind Narwana Appartments, New Delhi, India, 110092 and corporate office at 2nd Floor Logix Park, Plot No A4 and 5 Sector 16, Noida,Uttar Pradesh, India, 201301.

SUGS Lloyd Limited is an integrated engineering company engaged in providing comprehensive solutions across the power and renewable energy sectors. The Company primarily operates in the areas of Engineering, Procurement and Construction (EPC) of solar power projects, power transmission and distribution infrastructure, and distribution automation solutions. Its service offerings include engineering, design, procurement, installation, testing, commissioning and operation & maintenance (O&M) services for electrical infrastructure projects.

The Company has established expertise in executing turnkey projects for government departments, public sector undertakings and private sector clients, with a focus on delivering reliable, efficient and sustainable energy solutions. In addition to its EPC capabilities, SUGS Lloyd is engaged in the development and supply of specialised electrical products, including Fault Passage Indicators (FPIs) and other intelligent distribution automation solutions that support modernisation of electricity distribution networks.

With an expanding presence across multiple states in India, the Company continues to strengthen its capabilities through technological innovation, quality execution and customer-centric solutions. Supported by a healthy order book and a diversified project portfolio spanning solar EPC, transmission & distribution infrastructure and smart grid technologies, SUGS Lloyd is well positioned to capitalise on the growing opportunities arising from Indias energy transition and infrastructure development initiatives.

SUGS Lloyd Limited bearing Corporate Identification Number (CIN) L74900DL2009PLC194400 was originally incorporated as "SUGS Lloyd Energy Private Limited" under the provisions of the Companies Act, 1956 on September 16, 2009. Subsequently, the name of the Company was changed to "SUGS Lloyd Private Limited" pursuant to the applicable provisions of the Companies Act and a Fresh Certificate of Incorporation was issued by the Registrar of Companies dated October 09, 2020. Thereafter, pursuant to the approval for conversion of the Company from a private limited company into a public limited company pursuant to approval of the Shareholders at an Extraordinary General Meeting held on March 06, 2024, the name of the Company was changed to "SUGS Lloyd Limited". A Fresh Certificate of Incorporation consequent upon such conversion was issued by the Registrar of Companies on June 01, 2024. The Company is presently operating under the name "SUGS Lloyd Limited".

The Corporate Identification Number of our Company is L74900DL2009PLC194400. The Board of Directors in its meeting held on September 21, 2024 proposed the Initial Public Offer of equity shares in consultation with the Merchant Banker. The Members of the Company had also approved the proposal of the Board of Directors in their Extra-Ordinary General Meeting held on October 14, 2024.

Pursuant to the authority granted by the Members of the Company, the Board of Directors appointed 3Dimension Capital Services Limited as Lead Manager and KFin Technologies Limited as Registrar to the Issue and Share Transfer Agent for the proposed Public Issue. The Company filed the Draft Red Herring Prospectus (DRHP) with BSE Limited in connection with its proposed Initial Public Offer (IPO) and sought in-principal approval for listing its Equity Shares on the SME Platform of BSE Limited ("BSE SME"). BSE Limited, vide its In-Principal Approval Letter dated May 09, 2025, granted approval for using its name in the offer documents for the proposed listing of the Companys Equity Shares on the SME Platform of BSE. Thereafter, the Company filed the Red Herring Prospectus (RHP) and subsequently the Prospectus dated September 03, 2025 with the Registrar of Companies, Central Processing Centre, in accordance with the provisions of the Companies Act, 2013 and the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

The Initial Public Offer comprised a fresh issue of 69,64,000 Equity Shares of face value of Rs.10 each at an issue price of Rs.123 per Equity Share, aggregating to Rs.8,565.72 lakh. The IPO opened for subscription on August 29, 2025 and closed on September 02, 2025.

Pursuant to completion of the Issue, the Equity Shares of the Company were listed on the SME Platform of BSE Limited under the scrip code 544501 and symbol SUGSLLOYD. Trading in the Equity Shares commenced on September 05, 2025.

The ISIN No. of the Company is INE0XX801016.

9. CHANGE IN NATURE OF BUSINESS

During the year, Company has not changed its business or object and continues to be in the same line of business as per main objects of the Company.

10. CHANGE IN CAPITAL STRUCTURE SHARE CAPITAL AND OTHER CHANGES

During the Financial Year 2025-26, the following were the changes in the Share Capital of the Company:

A. Authorized Share Capital

During the year under review no change was made in Authorized Share capital of the Company.

B. Paid up Share capital

On September 03, 2026, an Initial Public Offer (IPO) boosted the number of shares to 2,32,14,000. Each equity share has a face value of Rs. 10/-.

C. Preferential Issue

During the Financial Year, no shares were issued under any Preferential Issue.

D. RIGHT ISSUE

During the financial year 2025-26, the Company has not raised any capital through a rights issue, and there was no increase in the issued and paid-up equity share capital pursuant to Section 62(l)(a) of the Companies Act, 2013.

E. BUY BACK OF SHARES

During the financial year 2025-26, the Company has not undertaken any buy-back of its securities in accordance with the provisions of Section 68 of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014.

F. SWEAT EQUITY SHARES

During the financial year 2025-26, the Company has not issued any sweat equity shares, and hence the provisions of Section 54 of the Companies Act, 2013 are not applicable.

G. BONUS SHARES

During the financial year 2025-26, the Company has not issued any bonus shares pursuant to the provisions of Section 63 of the Companies Act, 2013.

H. PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEES

During the financial year 2025-26, the Company has not made any provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees, in accordance with Section 67(3) of the Companies Act, 2013.

I. SPLITTING/SUB DIVISION OF SHARES

No split or sub-division of equity shares was carried out by the Company during the Financial Year 2025-26.

J. EMPLOYEES STOCK OPTION PLAN

The Company has not granted or issued any Employee Stock Options under any scheme during the Financial Year 2025-26.

K. FURTHER ISSUE OF SHARES THROUGH INITIAL PUBLIC OFFER AND LISTING OF SHARES Issue of Equity Shares through IPO:

Issue of Equity Shares through IPO: Paid up Capital of the company was increased during the year through Initial Public Issue of 69,64,000 Equity Shares (Face Value of Rs. 10/- Each) at a Price of Rs. 123/- Per Equity Share (Including a Share Premium of Rs. 113/- Per Equity Share), Aggregating Rs. 85.66 crores dated September 03, 2025.

11. UTILIZATION OF FUNDS RAISED THROUGH PUBLIC ISSUE

The Company had raised funds through Initial Public Offer (IPO) on September 03, 2025 where the equity shares are listed on BSE SME Platform of Bombay Stock Exchange of India Ltd. The proceeds of aforesaid issue are being utilized, for the purpose for which it was raised by the Company in accordance with the terms of the issue.

An object of the issue mentioned below:

Our Company intends to Utilized the Net Proceeds for the following objects:

Sr. No. Original Objects	Original Allocation (Rs. lakh)	Funds Utilized (Rs. lakh)
01 To Meet Working Capital Requirement	64.00	64.00
02 General Corporate Purposes**	9.92	9.92
03 Public Issue Related Expenses	11.74	11.74
TOTAL	85.66	85.66

As per the prospectus of the issue.

The amount utilized for general corporate purposes shall not exceed 25% of the gross proceeds of the Issue.

12. PUBLIC DEPOSITS

The Company has not accepted any deposits from public falling within the ambit of section 73 and Section 76 of the Act, read with the Companies (Acceptance of Deposits) Rules, 2014. Hence, no disclosure is required under Rule 8(5)(v) and (vi) of the Companies (Accounts) Rules, 2014.

13. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3)(c) of the Companies Act, 2013, with respect to Directors Responsibility Statement it is hereby confirmed that:

a) in the preparation of the annual accounts for the year ended March 31, 2026, the applicable accounting standards read with requirements set out under Schedule III to the Act have been followed and there are no material departures from the same;

b) the directors have selected such accounting policies and applied them consistently and made judgements 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 at March 31, 2026 and of the profit of the Company for the year ended on that date;

c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively.

e) 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.

f) the directors had prepared the annual accounts on a going concern basis.

14. CONTRACTS OR ARRANGEMENTS MADE WITHRELATED PARTIES UNDER SECTION 188(1) OF THE ACT

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with related parties which may have potential conflict with the interest of the company at large. Your directors draw you attention to notes to the financial statements for detailed related parties transactions entered during the year.

Accordingly, as per third proviso to Section 188(1) of the Act, required approvals of the Board or Members/ Shareholders have been obtained for such transactions. However, as part of good corporate governance, all related party transactions covered under Section 188 of the Act are approved by the Audit committee.

The form AOC- 2 is attached as Annexure - B with this report.

15. ANNUAL RETURN

Pursuant to the provisions of Section 92(3) and Section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on March 31, 2026 is available on the Companys website and can be accessed at https://www.sugslloyds.com/

16. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Composition of Board of Directors

The members of the Companys Board of Directors are distinguished individuals with a strong track record of competence and integrity. In addition to their extensive experience, they possess robust financial expertise, strategic insight, and exemplary leadership abilities. They demonstrate a high level of dedication to the Company, committing sufficient time to both meeting preparations and active participation in meetings.

The composition of the Board is in conformity with Regulation 17 of the Listing Regulations read with Section 149 of the Companies Act, 2013 (hereinafter referred to as "Act"). The Board of Directors has an optimum combination of Executive, Non- Executive and Independent Directors.

As on 31st March, 2026, the Board of Company consists of Six (6) Directors. The composition and category of Directors is as follows:

S. No. Name /DIN	Particulars	Date
01 Mrs. Priti Shah DIN: 06553013	Designation changed from Managing Director to Wholetime Director w.e.f. November 12, 2025	15/04/2013
02 Mr. Santosh Kumar Shah DIN:02248087	Designation changed from Whole-time Director to Managing Director w.e.f. November 12, 2025	29/10/2024
03 Mr. Kapil Dev Marwah DIN: 08739679	Designation changed from Whole-time Director to Executive Director w.e.f. November 12, 2025	23/02/2022
04 Mrs. Kavita Rani DIN:08853423	Non-Executive Independent Director for five years w.e.f. June 6, 2024	06/06/2024
05 Mr. Rajveer Singh DIN: 08854539	Non-Executive Independent Director for five years w.e.f. June 6, 2024	06/06/2024
06 Mr. Dilip Kumar Agarwalla DIN:02797949	Non-Executive Independent Director for five years w.e.f. October 29, 2024	29/10/2024

B. Key Managerial Personnel of the Company

As on 31st March, 2026 the Key Managerial Personnel of the Company consists of the following:

S. No. Name	Particulars	Date
01 Mr. Vicky Kumar	Chief Financial Officer	06/06/2024
02 Ms. Nimmy Singh Chauhan	Company Secretary & Compliance Officer	06/06/2024
03 Mr. Satyakam Basu	Chief Executive Officer	01/07/2024

C. Directors Liable to retire by rotation and be eligible to get Re-Appointed

Pursuant to the provisions of section 152(6) and other applicable provisions of the Companies Act, 2013, Mr. Kapil Dev Marwah, the Executive Director who retires by rotation and being eligible to get re-appointed as Director of the Company in the ensuing AGM of the Company. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

D. Meetings of Independent Directors

In terms of Section 149 of the Act, Mr. Rajveer Singh, Mrs. Kavita Rani and Mr. Dilip Kumar Agarwalla are the IDs of the Company. In terms of Regulation 25(8) of the Listing Regulations, all IDs have confirmed that they are not aware of any circumstances or situation which exists or may be reasonably anticipated that could impact their ability to discharge their duties.

In the opinion of the Board, there has been no change in the circumstances which may affect their status as IDs of the Company and the Board is satisfied of the integrity, expertise and experience (including proficiency in terms of Section 150(1) of the Act and applicable rules thereunder) of all IDs on the Board. Further, in terms of Section 150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended, the IDs of the Company have included their names in the data bank of IDs maintained with the Indian Institute of Corporate Affairs (MCA). During the year under review, the non-executive Directors (NEDs) of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and commission, as applicable, received by them.

In compliance with the Companies Act, 2013, and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors Meeting of the Company was held on 27th October, 2025. During the meetings, the Independent Directors considered the following:

• Review of Audit Procedure

• Review and Approval of Standalone & Consolidated Financials

• Discussion of Internal Controls

• Review of Compliance Issues

• Ratification of Related Party Transactions entered into in the Financial Year 2025-26

• Utilization of IPO Funds Raised for General Corporate Purpose.

Whenever any new Independent Director is appointed, he/she is made familiar to the business and its operations and also about his/her role and duties through presentations/programs by Chairman, Managing Director and Senior Management. Pursuant to Clause VII of the Schedule IV of the Companies Act, 2013 and Regulation 25 of Listing Regulations, the Independent Directors of the Company are required to hold at least one meeting in a year without the attendance of Non-Independent Directors and Members of Management. All the Independent Directors of the Company shall strive to be present at such meeting.

All the Independent Directors were present at the meetings of Independent Directors held on 27th October, 2025.

E. Declaration By Independent Directors

As on financial year ended on March 31, 2026, independent directors have confirmed that:

• they meet the criteria of independence laid down under the Act and SEBI Listing Regulations;

• they have complied with the code for independent directors prescribed under Schedule IV to the Act;

• they have registered themselves with the independent directors databank maintained by the Indian Institute of Corporate Affairs;

• 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 independent judgment and without any external influence;

• they have not been associated with any material supplier, service provider, or customer of the Company;

• they have not been partner, proprietor, or employee of the Companys statutory audit firm during the preceding financial year;

• they have not been affiliated with any legal or consulting firm that has or had business transactions with the Company, its subsidiaries, or associate companies, amounting to 10% or more of the gross turnover of such firm;

• and apart from receiving directors remuneration (including sitting fees), there have not been any material pecuniary relationship or transactions with the Company, its subsidiaries or associate companies, or their directors, during the three immediately preceding financial years or during the current financial year exceeding the limits specified under the Act and SEBI Listing Regulations.

Further, the Company confirms that neither the independent director nor their relative as defined under the Act, were employed, in an executive capacity by the Company, its subsidiaries, or associate companies during the preceding financial year.

Accordingly, based on the declarations received from all independent directors, the Board has confirmed that, in their opinion, independent directors of the Company are persons of integrity, possess relevant expertise and experience and fulfil the conditions specified in the Act and SEBI Listing Regulations and are independent of the management.

17. MEETING OF THE BOARD OF DIRECTORS:

The Company has combination of executive, non-executive and independent Directors to maintain the independence of the Board and separate its functions of governance and management.

The Board met 21 (Twenty-One) times during the year and the details of the Board meeting and Attendance of Directors are as follows:

Board Meeting Attendance • Directors

			Name of Directors
Date of Board Meeting	Mr. Santosh Kumar Shah	Mrs. Priti Shah	Mr. Kapil Dev Marwah	Mr. Ghanshyam Dhananjay Gawali {Resigned on 29-10-2025 as Non-Executive Independent Director of the company)	Mrs. Kavita Rani	Mr. Rajveer Singh	Mr. Dilip Kumar Agarwalla
01-04-2025	Present	Present	Present	Present	Present	Present	Present
02-04-2025	Present	Present	Present	Present	Present	Present	Present
28-04-2025	Present	Present	Present	Absent	Absent	Absent	Absent
05-05-2025	Present	Present	Present	Absent	Present	Present	Present
28-05-2025	Present	Present	Present	Present	Present	Present	Present
04-06-2025	Present	Present	Present	Absent	Present	Present	Present
20-06-2025	Present	Present	Present	Present	Absent	Absent	Absent
30-07-2025	Present	Present	Present	Absent	Absent	Absent	Absent
01-08-2025	Present	Present	Present	Present	Present	Present	Present
21-08-2025	Present	Present	Present	Present	Present	Present	Present
30-08-2025	Present	Present	Present	Absent	Absent	Absent	Absent
03-09-2025	Present	Present	Present	Present	Present	Present	Present
04-09-2025	Present	Present	Present	Absent	Absent	Absent	Absent
05-09-2025	Present	Present	Present	Absent	Absent	Absent	Absent
12-09-2025	Present	Present	Present	Absent	Present	Present	Absent
24-10-2025	Present	Present	Present	Present	Present	Absent	Absent
27-10-2025	Present	Present	Present		Present	Present	Present
12-11-2025	Present	Present	Present		Absent	Present	Present
16-12-2025	Present	Present	Present		Absent	Absent	Absent
05-02-2026	Present	Present	Present		Present	Present	Present
03-03-2026	Present	Present	Present		Absent	Absent	Present

18. CESSATION OF DIRECTORS

During the financial year, Mr. Ghanshyam Dhananjay Gawali (DIN: 03343352), Non-Executive Independent Director resigned after Closure of business hours on October 27, 2025 due to personal and unavoidable reasons.

19. COMMITTEE FORMED

During the period under review, no new committee is formed.

The details of all the existing Committees of the Board along with their composition and meetings held during the year are as under:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationships Committee

d) Corporate Social Responsibility Committee.

Audit Committee

The Company constituted the committee as per the provision of Section 177 of Company Act, 2013 and the Committee act in accordance with the terms of reference as specified in Section 177 of the Companies Act, 2013.

Composition of Audit Committee

During the year 08 (Eight) meetings of Audit Committee were held, the dates of the same are 04-06-2025, 01-08-2025, 21-08- 2025, 03-09-2025, 12-09-2025, 12-11-2025, 05-02-2026 and 03-03-2026.

Nomination & Remuneration Committee

The Company constituted the committee as per the provision of Section 178 of Company Act, 2013 and the Committee act in accordance with the terms of reference as specified in Section 178 of the Companies Act, 2013.

Composition of Nomination & Remuneration Committee

Sr. No. Name of Director	Designation	Meetings Attended
01 Kavita Rani	Chairperson, Non-Executive Independent Director	5
02 Rajveer Singh	Member, Non-Executive Independent Director	5
03 Dilip Kumar Agarwalla	Member, Non-Executive Independent Director	5

During the year 05 (Five) meetings of Nomination & Remuneration Committee were held, the dates of the same are 01-08-2025, 24-10-2025, 27-10-2025, 12-11-2025 and 03-03-2026.

Stakeholders Relationship Committee

The Company has constituted the committee as per the provision of Section 178 of Company Act, 2013 and the Committee act in accordance with the terms of reference as specified in Section 178 of the Companies Act, 2013.

Composition of Stakeholders Relationship Committee

Sr. No. Name of Director	Designation	Meetings Attended
01 Rajveer Singh	Chairman, Non-Executive Independent Director	8
02 Kavita Rani	Member, Non-Executive Independent Director	8
03 Priti Shah	Member, Whole-time Director	8

During the year 03 (Three) meetings of Stakeholders Relationship Committee were held, the dates of the same are 02-04-2025, 01-08-2025 and 17-10-2025.

Corporate Social Responsibility Committee

The Company has in place a well-defined Corporate Social Responsibility (CSR) Policy in compliance with the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014. The CSR Policy was duly approved at the meeting of the CSR Committee held on 03rd March, 2026.

Sr. No. Name of Director	Designation	Meetings Attended
01 Priti Shah	Chairperson, Whole-time Director	1
02 Kavita Rani	Member, Non-Executive Independent Director	1
03 Kapil Dev Marwah	Member, Executive Director	1

During the year 01 (One) meetings of Corporate Social Responsibility Committee was held, the date of the same is 03-03-2026.

20. SHAREHOLDERS MEETING

During the year under review, following Shareholders Meetings were held:

Date of Meeting	Nature of Meeting
26-06-2025	Extra-Ordinary General Meeting
02-09-2025	Annual General Meeting
19-12-2025	Postal Ballot Meeting

21. NOMINATION AND REMUNERATION POLICY

The Company has adopted a Nomination and Remuneration Policy in accordance with the provisions of Section 178 of the Companies Act, 2013 and applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy lays down the principles and criteria for appointment, re-appointment, qualifications, positive attributes, independence, remuneration and performance evaluation of Directors, Key Managerial Personnel (KMP), Senior Management and other employees.

Selection and Procedure for Nomination and Appointment of Directors

The Nomination and Remuneration Committee ("NRC") is responsible for recommending to the Board the appointment and reappointment of Directors, Key Managerial Personnel and Senior Management Personnel. The Committee periodically reviews the composition of the Board to ensure an optimum balance of skills, knowledge, experience, independence, age and gender. It also formulates plans for orderly succession of Directors, KMPs and Senior Management and recommends a policy on Board diversity.

Criteria for Determining Qualifications, Positive Attributes and Independence of Directors

The Nomination and Remuneration Committee has formulated the following criteria for appointment of Directors:

- Qualifications: The Committee ensures that the Board comprises individuals possessing an appropriate mix of qualifications, professional expertise, industry knowledge, skills and experience required for the effective functioning of the Company.

- Positive Attributes: Directors are expected to uphold the highest standards of integrity, ethical conduct, leadership, professionalism, sound judgment and commitment while discharging their duties and responsibilities.

- Independence: An Independent Director shall fulfil all the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(l)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time.

Performance Evaluation

The Board carries out an annual evaluation of its own performance, the performance of its committees and individual Directors. The performance evaluation of Directors is undertaken by the Nomination and Remuneration Committee based on criteria approved by the Board, which includes assessment of effectiveness, participation, contribution, governance and discharge of fiduciary responsibilities.

Remuneration

The remuneration of Directors, Key Managerial Personnel, Senior Management Personnel and other employees is determined in accordance with the Nomination and Remuneration Policy of the Company. The Policy aims to ensure that the remuneration is reasonable, performance-linked and sufficient to attract, retain and motivate competent professionals while maintaining an appropriate balance between fixed and performance-based pay. Non-Executive and Independent Directors are entitled to sitting fees in accordance with the provisions of the Companies Act, 2013 and applicable regulations.

The Nomination and Remuneration Policy is available on the Companys website at https://www.sugslloyds.com/investor/

The Board affirms that the remuneration paid to the Directors, Key Managerial Personnel and Senior Management Personnel during the financial year is in accordance with the Nomination and Remuneration Policy of the Company.

22. PARTICULARS OF EMPLOYEES AND RELATED INFORMATION

Pursuant to the amendment in the Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a detailed statement is attached as Annexure-D.

Apart from that, there are no Employees in the Company whose particulars are required to be disclosed in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 in the report.

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

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with rule 8(3) of The Companies (Accounts) Rules, 2014, relevant details of energy conservation, technology absorption and foreign exchange earnings and outgo are attached as Annexure-H to this Report.

24. INTIMATION OF SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY ALONG WITH PERFORMANCE AND FINANCIAL POSITION

During the Financial Year 2025-26, company has no subsidiary and joint ventures.

Further, the Company has One (1) Associate Company namely Vyna Electric Private Limited (formerly known as Levana Infra Private Limited) as on 31st March, 2026.

Pursuant to the provisions of Section 129,134 and 136 of the Act read with rules made thereunder and Regulation 33 of the SEBI Listing Regulations, your Company has prepared consolidated financial statements and a separate statement containing the salient features of financial statement of subsidiaries and associates in Form AOC-l(Annexure-A).

25. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), is presented in a separate section, forming part of the Annual Report.

26. DECLARATION ON NON-DISQUALIFICATION OF DIRECTORS

The provisions relating to Clause 10(i) of Part C of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company, as the Company is an SME listed entity. Accordingly, the said disclosure is not applicable to the Company.

A. STATUTORY AUDITORS

Pursuant to provisions of Section 139 of the Act and Rules there under RATAN CHANDAK & CO., Chartered Accountant, (Firm Registration No. 108696W/W101028) were appointed as Statutory Auditors of the Company for 5 years from the conclusion of AGM of F.Y (2023-24) until the Annual General Meeting to be held for the financial year 2028-2029.

The auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under. The Auditors Report for the financial year 2025-26 does not contain any qualification, reservation or adverse remark. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company during the financial year 2025-26.

B. SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s Pramod Kothari & Co., Practicing Company Secretaries (FCS No. 7091), were appointed as the Secretarial Auditors of the Company for a term of five consecutive financial years commencing from the financial year 2025-26 and ending with the financial year 2029-30. The Secretarial Audit Report submitted by them in the prescribed form MR- 3 is attached as Annexure-G to this report and forms part of this report. There are no qualifications or adverse remarks of the Secretarial Auditors in the Report issued by them for the Financial Year 2025-26 which calls for any explanation from the Board of Directors.

In terms of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended, and the Board of Directors appointed M/s Pramod Kothari & Co., Practicing Company Secretaries (FCS No. 7091) as the Secretarial Auditor of the Company for the financial year ending March 31, 2026. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed thereunder.

During the year under review, neither the statutory auditors nor the secretarial auditor has reported any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report in terms of Section 143 (12) of the Companies Act, 2013.

C. INTERNAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of the section 138 of the Companies Act, 2013 and rule 13 of the Companies (Accounts Rules) 2014, and other applicable provisions, if any, of the Companies Act, 2013 read with rules made thereunder (including any statutory modification(s) or enactment thereof for the time being in force), and on recommendation of Audit Committee M/s Singh Pardeep & Associates, Chartered Accountants, be and is hereby accorded for the appointment of be and are hereby appointed as the Internal Auditor of the company to conduct an internal audit of the functions and activities of the company for the Financial Year 2025-26 at such remuneration as may be mutually agreed upon between the Board of Directors, Audit Committee and Internal Auditors.

The Internal Auditor conducts the internal audit of the functions and operations of the Company and report to the Audit Committee and Board from time to time. There are no qualifications or adverse remarks of the Internal Auditor in the Report issued by them for the Financial Year 2025-26 which calls for any explanation from the Board of Directors.

During the year under review, neither the Statutory Auditor, Internal Auditor nor the Secretarial Auditor has reported any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boards report in terms of Section 143 (12) of the Companies Act, 2013.

28. SECRETARIAL STANDARDS

The Company is in with the applicable Secretarial Standards i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively issued by the Institute of Company Secretaries of India (‘ICSI) and approved by the Central Government under Section 118 (10) of the Act for the Financial Year ended 2025-26.

29. INTERNAL FINANCIAL CONTROL SYSTEM

The Company has put in place an effective internal control system to synchronize its business processes, operations, financial reporting, fraud control, and compliance with extant regulatory guidelines and compliance parameters.

The Company ensures that a standard and effective internal control framework operates throughout the organization, providing assurance about the safe keeping of the assets and the execution of transactions as per the authorization in compliance with the internal control policies of the Company.

The internal control system is supplemented by extensive internal audits, regular reviews by the management, and guidelines that ensure the reliability of financial and all other records. The management periodically reviews the framework, efficiency and operating effectiveness of the Internal Financial Controls of the Company. The Internal Audit reports are periodically reviewed by the Audit Committee.

The Company has, in material respects, adequate internal financial control over financial reporting, and such controls are operating effectively. Internal Audits are carried out to review the adequacy of the internal control systems and compliance with policies and procedures. Internal Audit areas are planned based on inherent risk assessment, risk score, and other factors such as probability, impact, significance, and strength of the control environment. Its adequacy was assessed, and its operating effectiveness was also tested.

30. COMPLIANCE TO THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) ACT, 2013 READ WITH THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION, AND REDRESSAL) RULES, 2013.

The Company has zero tolerance for sexual harassment at workplace and has a mechanism in place for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. The Company is committed to provide equal opportunities without regard to their race, caste, sex, religion, color, nationality, disability, etc. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological. All employees (permanent, contractual, temporary, trainees) are covered.

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment at workplace. During the year under review, Company has not received any complaints on sexual harassment and hence there are no complaints pending as on the end of the Financial Year 2025-26 on sexual harassment.

31. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNAL IMPACTING THE GOING CONCERNS STATUS AND COMPANYS OPERATIONS IN FUTURE

The Company has not received any significant or material orders passed by any regulatory authority, court or tribunal which shall impact the going concern status and Companys operations in future.

32. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Internal Auditors or Secretarial Auditors of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under section 143(12) of the Act, including rules made there under.

33. CORPORATE SOCIAL RESPONSIBILITY (CSR)

In compliance with Section 135 of the Companies Act, 2013 read with the Rules made thereunder, the Company has formed Corporate Social Responsibility ("CSR") Committee.

The Company has framed a Corporate Social Responsibility (CSR) Policy as required under Section 135 of the Companies Act, 2013 read with Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, to oversee the CSR activities initiated by the Company. The CSR Committee has adopted a CSR Policy in accordance with the provisions of

Section 135 of the Companies Act, 2013 and rules made there under (Annexure C).

34. RISK MANAGEMENT

Pursuant to provisions of Section 134(3)(n) of the Companies Act, 2013 and Regulation 17(9) & 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted the Risk Management Committee and laid down a framework to inform the Board about the particulars of Risks Identification, Assessment and Minimization Procedures. In the opinion of the Board, there is no such risk, which may threaten the existence of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting were observed.

35. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT (BRSR):

The Business Responsibility and Sustainability Report pursuant to Regulation 34(2)(f) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is not applicable to the Company for the financial year ended on March 31, 2026.

Reason for not Applicable BRSR:

In accordance with current regulatory guidelines, our company, being listed on the SME Exchange and not within the top 1,000 listed companies, is not mandated to submit a Business Responsibility and Sustainability Report (BRSR).

However, we recognize the value of transparency and commitment to sustainable practices. While the submission of BRSR is voluntary for our category, we are evaluating the potential benefits of adopting such reporting to further enhance our accountability and align with best practices in business responsibility.

36. CORPORATE GOVERNANCE

The Equity Shares of the Company are listed on the SME platform (BSE-SME) of BSE Limited. Pursuant to Regulation 15(2) SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 the compliance with the Corporate Governance provision as specified in Regulation 17 to 27 and clause (b) to (i) of sub regulations (2) of regulation 46 and par as C, D and E of Schedule V of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 shall not apply.

The Company voluntarily adopted various practices of governance conforming to highest ethical and responsible standards of business and is committed to focus on long term value creation for its shareholders. Hence, Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

37. DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have confirmed that they meet the criteria of independence laid down under Section 149(6) read with Schedule IV of the Act and Regulation 16(l)(b) of the Listing Regulations and that they are not aware of any circumstance or situation, which exist or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The board of directors have taken on record the declaration and confirmation submitted by the independent directors after undertaking due assessment of the veracity of the same and is of the opinion that they fulfil the conditions specified in the Act and the Listing Regulations and that they are independent of the management.

38. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Independent Directors have been updated with their roles, rights and responsibilities in the Company by specifying them in their appointment letter along with necessary documents, reports and internal policies to enable them to familiarize with the Companys procedures and practices.

The Company endeavours, through presentations at regular intervals to familiarize the Independent Directors with the strategy, operations and functioning of the Company. The details of such familiarization programs for Independent Directors are posted on the website of the Company and can be accessed at https://www.sugslloyds.com/investor/

39. TERMS AND CONDITIONS OF APPOINTMENT OF INDEPENDENT DIRECTORS

The terms and conditions of the appointment of Independent Directors have been disclosed on the website of the Company https://www.sugslloyds.com/investor/

40. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Independent Directors of the Company met separately on October 27, 2026 without the presence of non-independent Directors and members of Management. In accordance with the Listing Regulations, read with Section 149 (8) and Schedule-IV of the Act, the following matters were, inter alia, reviewed and discussed in the meeting:

i) Performance of Non-Independent Directors and the Board of Directors as a whole;

ii) Performance of the Chairman of the Company taking into consideration the views of Executive and Non-Executive Directors;

iii) Assessment of the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors were present at the meeting.

41. VIGIL MECHANISM AND WHISTLE-BLOWER

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy in accordance with the provisions of Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Rule 7 of the Companies (Meeting of the Board and its Power) Rules 2014. The policy enables directors, employees, and business associates to report unethical behaviour, malpractices, wrongful conduct, fraud, violation of Companys code of conduct, leak or suspected leak of unpublished price sensitive information without fear of reprisal for appropriate action. Under the vigil mechanism, all directors, employees, business associates have direct access to the Chairman of the Audit Committee. The whistle blower policy can be accessed at https://www.sugslloyds.com/investor/

42. CODE FOR PREVENTION OF INSIDER-TRADING

In accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015, the Company has in place the following: -

a) Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).

b) Policy for determination of "legitimate purposes" forms part of this Code.

c) Policy and procedures for inquiry in case of leak of UPSI/ suspected leak of UPSI

All compliances relating to Code of Conduct for Prevention of Insider Trading which includes maintenance of structural digital data base (SDD) are being managed through a software installed by the Company in-house including maintenance structural digital data base (SDD). This code lays down guidelines advising the designated employees and other connected persons, on procedures to be followed and disclosures to be made by them while dealing with the shares of the company, and while handling any unpublished price sensitive information.

43. CODE OF CONDUCT

Commitment to ethical professional conduct is a must for every employee, including Board members and senior management personnel of the company. The duties of Directors including duties as an Independent Director as laid down in the Act also form part of the Code of Conduct. The Code of Conduct is available on the website of the Company https://www.sugslloyds.com/investor/. All Board members and senior management personnel affirm compliance with the Code of Conduct annually.

44. POLICIES OF THE COMPANY

The Company is committed to a good corporate governance and has consistently maintained its organizational culture as a remarkable confluence of high standards of professionalism and building shareholder equity with principles of fairness, integrity and ethics. The Board of Directors of the Company have from time to time framed and approved various Policies as required by the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations. These Policies and Codes are reviewed by the Board and are updated, if required. The aforesaid policies can be accessed at https://www.sugslloyds.com/investor/.

45. SCORES

SEBI processes investor complaints in a centralized web-based complaints redressal system i.e. SCORES. Through this system a shareholder can lodge complaint against a company for his grievance. The company uploads the action taken on the complaint which can be viewed by the shareholder. The company and shareholder can seek and provide Clarifications online through SEBI.

46. INVESTOR GRIEVANCE REDRESSAL

During the financial year 2025-26, there were no complaints received from the investors. The designated email id for Investor complaints is compliance@sugslloyds.com.

47. ACKNOWLEDGEMENTS

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. Board acknowledges with gratitude the co-operation and assistance provided to the company by its bankers, financial institutions, and government as well as non-government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review.

The Company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your directors give their sincere gratitude to the customers, clients, vendors and other business associates for their continued support in the Companys growth.

The Board also takes this opportunity to express its deep gratitude for the continued co-operation and support received from its valued shareholders.

By the order of the Board of Directors
For SUGS LLOYD LIMITED
(Formerly Known as SUGS LLOYD PRIVATE LIMITED)
PRITI SHAH	SANTOSH KUMAR SHAH
Whole Time Director	Managing Director
DIN:06553013	DIN:02248087
DATE: 31/08/2026
PLACE: NOIDA