OPERATIONAL AND FINANCIAL PERFORMANCE

Despite a challenging global trade environment and the
heightened impact of tariff-related developments on
the home textile sector, the Company maintained stable
performance and further strengthened its position as one
of the leading global home textile manufacturers during
the year under review. Your Company has achieved sales
volume of 94.1 million meters and turnover of H4,141.35
crores on a consolidated basis during the year under review.
At a consolidated level, the total income H4,210.85 crores
for FY 2025-26 as against H4,190.90 crores in the previous
year. EBIDTA for the year under review is H461.47 crores as
against H576.74 crores in the previous year. Net Profit for the
year under review is H126.68 crores as against H250.00 crores
in the previous year.

On a standalone basis, total income H3,179.00 crores for the
year ended 31^st March, 2026 as against H3,821.21 crores in
the previous year. Further, EBIDTA for the year under review
is H378.79 crores as against H513.52 crores in the previous
year. Net Profit for the year under review is H144.61 crores as
against H237.21 crores in the previous year. The financial and
operational performance overview and outlook is provided
in detail in the Management Discussion and Analysis
forming part of this Annual Report.

RESERVES & DIVIDEND

During the year under review, your Company has not
transferred any amount to the General Reserves. As on
31^st March, 2026, Reserves and Surplus (other equity) of
the Company were at H2,276.87 crores including retained
earnings of H2,289.57 crores.

Continuing the past trend of declaring dividend, your
Directors are pleased to recommend a Final Dividend @
75% i.e. H 1.50 per equity share of face value of H2/- each
subject to the approval of members of the Company at the
ensuing Annual General Meeting ("AGM”). The aforesaid
dividend is in line with the Dividend Distribution Policy
adopted by the Company.

The said dividend, if approved by the Members at the
ensuing AGM will be paid to those Members whose names
appear on the register of Members (including Beneficial
Owners) of the Company as on Monday, 17^th August, 2026.
The said dividend, if approved by the Members, would
involve cash outflow of H29.71 crores, resulting in a payout
of 20.50% of the net profit after tax for the year ended
31^st March, 2026.

Pursuant to Regulation 43A of the Securities and Exchange
Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (Listing Regulations), the
Board has approved and adopted the Dividend Distribution
Policy and the same has been displayed on the Company's
website at the link -https://www.indocount.com/images/
investor/Dividend-Distribution-Policy.pdf

STATE OF COMPANY'S AFFAIRS

The state of your Company's affairs has been covered as part
of the Management Discussion and Analysis for the year under
review, which as stipulated under the SEBI Listing Regulations
is presented in a separate section forming part of this Annual
Report.

SHARE CAPITAL

The paid-up equity share capital of the Company as on
31^st March, 2026 was H 39,61,08,680/-. During the year under
review, there has been no change in the Authorised, Issued,
Subscribed and Paid-up Share Capital of your Company.

Your Company has not issued any equity shares with
differential voting rights, convertible securities, warrants
or sweat equity shares. Further, your Company does not
have any employee stock option scheme or employee stock
purchase scheme.

CREDIT RATING

During the year under review, for long term bank facilities
of your Company, credit rating re-affirmed by ICRA and
CareEdge is "AA-” (Double A minus) with Stable outlook.
This credit rating signifies strong degree of safety regarding
timely servicing of financial obligations. Such facilities carry
low credit risk.

Further, for the Company's short term bank facilities, credit
rating re-affirmed by ICRA and CareEdge is "A1 ” (A One
Plus). This credit rating signifies very strong degree of
safety regarding timely payment of financial obligations.
Such facilities carry lowest credit risk.

DECLARATION OF INDEPENDENT DIRECTORS

Pursuant to Section 134(3)(d) of the Companies Act, 2013
("Act”) your Company confirm having received necessary
declarations from all the Independent Directors under
Section 149(7) of the Act declaring that they meet the
criteria of independence laid down under Section 149(6) of
the Act and Regulation 16(b) of the SEBI Listing Regulations.

BOARD EVALUATION

Pursuant to provisions of the Act and the SEBI Listing
Regulations, the Board has carried out an annual evaluation
of the performance of the Board, its Committees and of
individual Directors. Performance evaluation has been
carried out as per the Nomination & Remuneration Policy
of the Company.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of your Company
are prepared in accordance with the Indian Accounting
Standards (Ind-AS) notified under the Companies
(Indian Accounting Standards) Rules, 2015. The Audited
Consolidated Financial Statements of the Company for the
year ended 31^st March, 2026 along with the Auditors' Report
forms part of this Annual Report.

The Audited Financial Statements of your Company and
subsidiaries are available on the website of the Company
at www.indocount.com. Further, a copy of the Audited
Financial Statements of the subsidiaries shall be made
available for inspection at the registered office of the
Company during business hours on any working day up
to the date of the AGM. As per Section 136 of the Act, any
shareholder interested in obtaining a copy of separate
Financial Statements of the subsidiaries shall make a specific
request in writing to the Company Secretary.

SUBSIDIARIES

As on 31^st March, 2026, your Company has the following
wholly owned/ step-down subsidiaries -

Pursuant to the provisions of Section 129(3) of the Act read
with Rules made thereunder, a statement containing salient

features of the financial position of subsidiaries is given in
Form AOC-1 attached as 'Annexure 1' forming integral part
of this Report. As required under Section 134 of the Act, the
said form also highlights performance of the subsidiaries.

Your Company does not have any Associate Company as
defined under the Act and has not entered into any joint
venture agreement during the year under review.

During the year under review, Indo Count Global, Inc. is a
material subsidiary in terms of Regulation 16(1)(c) of SEBI
Listing Regulations. Your Company has adopted a policy
on material subsidiaries and the same is uploaded on the
website of the Company which can be accessed through
the web-linkhttps://www.indocount.com/images/investor/
Policy-on-Material-Subsidiaries.pdf

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointment / Re-appointment

The Board of Directors through resolution passed by
circulation on 8^th May, 2026, based on the recommendation
of the Nomination and Remuneration Committee
of the Company, approved the re-appointment of
Mrs. Ambika Sharma (DIN: 08201798) as Non-Executive,
Independent Director of the Company for a second
term of five (5) consecutive years w.e.f. 27^th May, 2026 to
26^th May 2031, subject to the approval of the members at
the ensuing AGM. Mrs. Ambika Sharma fulfils the criteria and
conditions specified in the Act for such re-appointment.

Retirement by rotation

Mr. Mohit Jain (DIN: 01473966), Whole-time Director of
the Company, retires by rotation and being eligible offers
himself for re-appointment. The Board recommends his
re-appointment and the same forms part of the notice of 37^th
AGM. The disclosures required regarding re-appointment
of Mr. Mohit Jain pursuant to Regulation 36(3) of the SEBI
Listing Regulations and Secretarial Standard on General
Meeting issued by the Institute of Company Secretaries of
India (ICSI) are given in the Notice of AGM, forming part of
the Annual Report.

Cessation

Mr. Kailash R. Lalpuria ceased to hold office as a Director
of the Company with effect from 11^th February 2026, in
accordance with Section 167(1 )(b) of the Act, due to his
absence from all Board Meetings held during the preceding
twelve (12) months.

Subsequently, the Board also approved his cessation as
Chief Executive Officer and Key Managerial Personnel of
the Company with effect from 13^th February 2026, owing
to his prolonged absence and inability to discharge his
responsibilities due to health-related reasons.

The Board places on record its sincere appreciation for the
valuable contributions made by Mr. Kailash R. Lalpuria during
his tenure as Executive Director & CEO to the growth and
progress of the Company.

All Independent Directors of the Company have registered
themselves in the Independent Directors databank
maintained with the Indian Institute of Corporate Affairs
(IICA). Further, in the opinion of the Board of Directors of
the Company, all Independent Directors possess requisite
integrity, expertise and experience including the proficiency
required to discharge the duties and responsibilities as
Directors of the Company.

Key Managerial Personnel

As on the date of this report, the following are Key Managerial
Personnel of your Company as per Section 2(51) and 203 of
the Act:

• Mr. Kamal Mitra, Whole-time Director

• Mr. K. Muralidharan, President - Finance & Group CFO

• Mr. Manish Bhatia, Senior Vice President - Finance & CFO

• Mr. Satnam Saini, Company Secretary & GM - Legal

NUMBER OF BOARD MEETINGS

During the financial year ended 31^st March, 2026, four (4)
Board Meetings were held with a minimum of one (1)
meeting in each quarter and the gap between two (2)
consecutive Board meetings was less than one hundred
and twenty days (120). For details of the meetings of the
Board, please refer to the Corporate Governance Report,
which forms part of this report.

COMPANY'S POLICY ON APPOINTMENT AND
REMUNERATION OF DIRECTORS

Pursuant to Section 178(3) of the Act, the NRC has formulated
the "Nomination and Remuneration Policy” which deals
inter-alia with the appointment and remuneration of
Directors, Key Managerial Personnel, Senior Management
and other employees. The said policy is uploaded on the
website of the Company and web-link thereto ishttps://
www.indocount.com/images/investor/Nomination-and-
Remuneration-Policy.pdf

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(3)(c) and 134(5) of
the Act, your Directors, to the best of their knowledge and
belief and according to the information and explanations
obtained by them, state and confirm that:

1. In the preparation of the annual accounts for the year
ended 31^st March, 2026, the applicable accounting
standards have been followed along with proper
explanation relating to material departures, if any;

2. Such accounting policies as mentioned in the notes to
the Financial Statements for the year ended 31^st March,
2026 have been selected and applied consistently
and judgments and estimates have been made that
are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company as at
31^st March, 2026 and of the profit of the Company for
the year ended on that date;

3. Proper and sufficient care has been taken 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;

4. The annual financial statements for the year ended
31^st March, 2026 have been prepared on a going
concern basis;

5. Internal financial controls to be followed by the
Company have been laid down and that the said
financial controls were adequate and were operating
effectively;

6. Proper systems to ensure compliance with the
provisions of all applicable laws have been devised and
such systems were adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Guided by the core philosophy "Every Smile Counts”,
your Company remains deeply committed to creating
meaningful social impact through its Corporate Social
Responsibility (CSR) initiatives.

Your Company's CSR programs are primarily executed
through the Indo Count Foundation with strategic
collaborations with various non-profit organizations
to enhance reach and effectiveness. The Company's
CSR efforts have made significant contributions across
key development areas such as Education, Healthcare,
Sports Promotion, Women & Child Development, Skill
Development and Water & Sanitation in the communities
in which we operate.

As per Section 135 of the Act, the Company's total
obligation towards Corporate Social Responsibility (CSR)
activities for the financial year ended 31^st March, 2026
was H718.03 lakhs. Against which the Company has spent
H729.01 lakhs, resulting in an excess expenditure of H11.23
lakhs, which will be carried forward to the next financial
year. The CSR initiatives undertaken by the Company during
the financial year ended 31^st March, 2026 are detailed in
the format prescribed under the Companies (Corporate
Social Responsibility Policy) Amendment Rules, 2021, and
are provided as 'Annexure 2' to this Report. The updated
CSR Policy is also available on the Company's website at
the following link:https://www.indocount.com/images/
investor/Corporate-Social-Responsibility-CSR-Policy.pdf

AUDIT COMMITTEE

As on 31^st March, 2026, the Audit Committee comprises
of five (5) Directors/Members out of which four (4) are
Independent Directors. The said composition is as per
Section 177 of the Act and Regulation 18 of the Listing
Regulations. More details on the Audit Committee
are given in the Corporate Governance Report. All the
recommendations made by the Audit Committee during
the year under review were accepted by the Board.

AUDITORS
Statutory Auditors

In accordance with the provisions of Section 139 of
the Act, at the AGM held on 29^th September, 2022,
M/s. Price Waterhouse Chartered Accountants LLP (Firm
Registration No. 012754N/N500016) were appointed as
the Statutory Auditors of the Company for a term of five (5)
years commencing from the conclusion of 33^rd AGM till the
conclusion of the 38^th AGM of the Company to be held in
the Financial Year 2027-28.

The Auditors' Report on standalone and consolidated
financial statements for the year ended 31^st March, 2026
forms integral part of this Annual Report. The Auditors'
Report does not contain any qualifications, reservations,
adverse remarks or disclaimer. Notes to the Financial
Statements are self-explanatory and do not call for any
further comments.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and
rules made thereunder read with Regulation 24A of Listing
Regulations, at the 36^th AGM held on 19^th August, 2025,
M/s. Vikas R Chomal & Associates, Practicing Company
Secretary (FCS No.: F11623; CP No: 12133) were appointed

as Secretarial Auditor to conduct Secretarial Audit of the
Company for the first term of five (5) consecutive years i.e.
from FY 2025-26 till FY 2029-30.

The Secretarial Audit Report under Section 204 of the Act read
with Rules made thereunder, is set out in 'Annexure 3' to this
Report. Further, Secretarial Compliance Report in relation to
compliance with all the applicable SEBI Listing Regulations /
Circulars /Guidelines issued thereunder, Secretarial Standards
issued by the Institute of Company Secretaries of India,
pursuant to requirement of Regulation 24A of the Listing
Regulations.

The Secretarial Audit Report and Secretarial Compliance
Report do not contain any qualifications, reservations or
adverse remarks.

During the year under review, the Statutory Auditors and
Secretarial Auditor have not reported any instances of frauds
committed in the Company by its Officers or Employees
under Section 143 (12) of the Act, details of which need to
be mentioned in this Report.

SEGMENT

The Company operates only in a single segment, i.e., Textiles.
PUBLIC DEPOSITS

During the year under review, your Company has not accepted
any deposits from the public under Chapter V of the Act.

CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with Schedule V of the
Listing Regulations, your Company has complied with
the requirements of corporate governance. A Corporate
Governance Report along with a Certificate from
M/s. Vikas R Chomal & Associates, Practicing Company
Secretary, confirming compliance of corporate governance
for the year ended 31^st March, 2026 is provided separately
and forms an integral part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to Regulation 34 of the Listing Regulations,
the Management Discussion and Analysis containing
information, inter alia, on industry trends, your Company's
performance, future outlook, opportunities and threats for
the year ended 31^st March, 2026, is provided in a separate
section forming an integral part of this Annual Report.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

A separate section on Business Responsibility and
Sustainability Reporting forms part of this Annual Report as
required under Regulation 34(2)(f) of the Listing Regulations.

ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the
Companies (Management and Administration) Rules,
2014, the Annual Return of the Company is available on
the website of the Company athttps://www.indocount.
com/images/investor/Draft-Annual-Return-Form-MGT-7-
FY-7075-76.pdf

SECRETARIAL STANDARDS

During the year under review, your Company has complied
with all the applicable Secretarial Standards i.e. SS-1 and
SS-2 relating to 'Meeting of the Board of Directors' and
'General Meetings' respectively. The same has also been
confirmed by the Secretarial Auditors of the Company in
the Secretarial Audit Report.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPT) entered during FY 2025¬
26 were on arm's length basis and in the ordinary course of
business and in compliance with the applicable provisions
of the Act and the Listing Regulations. During the year under
review, your Company did not enter into any material RPT
under the provisions of Section 188 of the Act and Listing
Regulations; accordingly, the disclosure of related party
transactions, as required under Section 134(3)(h) of the Act
in Form AOC-2 is not applicable to the Company and hence
does not form part of this report.

The prior approval of the Audit Committee is obtained for all
Related Party Transactions. Certain transactions, which were
repetitive in nature, were approved through omnibus route.
A statement of all Related Party Transactions is reviewed by
the Audit Committee on a quarterly basis. Your Company
has adopted a policy on Related Party Transactions,
and it has been uploaded on the Company's website at
https://www.indocount.com/images/investor/Policy-on-
Related-Party-Transactions.pdf

PARTICULARS OF LOANS, INVESTMENTS, GUARANTEES,
SECURITIES UNDER SECTION 186 OF THE COMPANIES
ACT, 2013

During the year under review, your Company provided loans
to, and corporate guarantees on behalf of, its wholly owned
subsidiary, Indo Count Global, Inc., in accordance with the
provisions of Section 186 of the Companies Act, 2013.
The particulars of such loans, guarantees and investments
along with the disclosure required under Section 186(4) of
the Act are provided in the notes to the standalone financial
statements.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part
of the business and is committed to manage risks in
a proactive and efficient manner. Your Company has
adopted a Risk Management Policy for risk identification,
assessment and mitigation. Major risks identified by the
Company are systematically addressed through mitigating
actions on a continuous basis. Some of the risks that
the Company is exposed to are competition risk, credit
risk, ESG risk, raw material risk, concentration risk, cyber
security risk, etc. Risk factors and mitigation are covered
extensively in the ESG Report. The Internal Audit Reports
and Risk Management Framework are reviewed by the
Audit Committee. The Company also has in place a Risk
Management Committee to assess the risks and to review
the risk management plans of the Company.

VIGIL MECHANISM /WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(10) of the
Act and Regulation 22 of the Listing Regulations, your
Company has established a vigil mechanism for Directors
and employees of the Company to report concerns about
unethical behaviour, actual or suspected incidents of fraud
or violation of the Code of Conduct. The details of the
Vigil Mechanism / Whistle Blower Policy are provided in
the Corporate Governance Report. The Vigil Mechanism /
Whistle Blower Policy may be accessed on the Company's
website athttps://www.indocount.com/images/investor/
Whistle-Blower-Policy-Vigil-Mechanism.pdf

POLICY ON PREVENTION, PROHIBITION AND
REDRESSAL OF SEXUAL HARASSMENT OF WOMEN AT
WORKPLACE

Your Company always endeavours to provide a conducive
work environment that is free from discrimination and
harassment, including sexual harassment. Your Company
has zero tolerance towards sexual harassment at the
workplace and has adopted a policy for prevention of
Sexual Harassment of Women at the workplace. It has set
up an Internal Committee under the Sexual Harassment
of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 to look into complaints relating to
sexual harassment of women at the workplace. During the
year under review, no complaints pertaining to sexual
harassment were received and no complaint was pending
as on 31^st March, 2026.

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

Information on Conservation of Energy, Technology
Absorption, Foreign Exchange Earnings and Outgo
required under Section 134(3)(m) of the Act read with rules
thereunder is given as 'Annexure 4' forming part of this
Report.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information required pursuant to Section 197(12) of the
Act read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
regarding Remuneration of Directors, Key Managerial
Personnel and other related disclosure is given as 'Annexure
5' to this Report.

Information required under Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 viz. details of top ten
(10) employees of the Company in terms of remuneration
drawn during FY 2025-26 and particulars of employees
drawing remuneration in excess of the limits specified
in Rule 5(2) of the said rules is provided in said Annexure
forming part of this Report. As per the provisions of Section
136 of the Act, the Annual Report and Accounts are being
sent to the members of the Company excluding the said
Annexure. Any member interested in obtaining a copy of
said Annexure may write to the Company Secretary at the
Registered Office of the Company. The said annexure will be
available for inspection by the members at the Registered
Office of the Company twenty-one (21) days before and up
to the date of the ensuing AGM during business hours on
any working day.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company maintains adequate internal control systems
and procedures commensurate with its size and nature of
operations. The internal control systems are designed to
provide reasonable assurance over reliability in financial
reporting, ensure appropriate authorisation of transactions,
safeguard the assets of the Company, prevent misuse /
losses and ensure legal compliance.

The internal control systems include a well-defined
delegation of authority and a comprehensive Management
Information System coupled with quarterly reviews of

operational and financial performance and a well-structured
budgeting process with regular monitoring of expenses and
internal audits. The Internal Audit reports are periodically
reviewed by the management and the Audit Committee
and necessary improvements are undertaken, if required.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE
REGULATORS /COURTS

During the year under review, no significant or material
orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and the Company's
operations in future.

MATERIAL CHANGES AND COMMITMENTS AFFECTING
THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting
the financial position of the Company which have occurred
between the end of the financial year 2025-26 and the date
of this Annual Report.

AWARDS

During the year under review, the Company/ Indo Count
Foundation has received the following awards:

1. Honoured with the Indian Social Impact Awards 2025
for the Best Education Support Initiative of the Year-
2025 (Corporate Foundation), recognizing outstanding
efforts in empowering communities through
education and driving sustainable social impact.

2. Honoured with 6^th Edition Silver Feather Award
for Excellence in Education & Skill Development in
recognition of a strong commitment to empowering
communities through education, skill-building, and
sustainable development.

3. Honored for contributions to the TB-Free India
campaign under the Prime Minister's TB Mukt
Bharat Abhiyan, for providing nutritional food kits to
tuberculosis patients in Kolhapur, Maharashtra.

4. Honoured with the "Shikshan Sahyogi Mitra” award by
the Kolhapur Municipal Corporation, in recognition of
impactful CSR contributions to 42 schools in Kolhapur,

including provision of toilets for girl students,
e-learning kits, benches, and other essential facilities.

5. Honoured for contributions to healthcare initiatives,
particularly support for the TB Elimination Programme
in the Umargam, Valsad by Shri Kanubhai Desai,
Hon'ble Minister of Finance and Energy, Government
of Gujarat.

6. Honoured for significant contributions to the
Model School initiative in Valvada and the Saksham
Anganwadi Program in Umargam, Valsad by the
Education and WCD Departments, Government of
Gujarat.

GENERAL

Your Directors state that:

1. During the year under review, there was no change in
the nature of business of the Company.

2. Cost audit was not applicable to the Company during
the year under review. However, pursuant to the Order
made by the Central Government for the maintenance
of cost records under Section 148(1) of the Act, the
prescribed accounts and records have been made and
maintained.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors wish to place on record their appreciation
for the dedicated service and contribution made by the
employees of the Company at all levels.

Your Director's would also like to place on record their
appreciation for the continued co-operation and support
received by the Company during the year from its customers,
suppliers, bankers, financial institutions, business partners,
government departments and other stakeholders.

On behalf of the Board of Directors
Anil Kumar Jain

Date: 30^th May, 2026 Executive Chairman

Place: Mumbai DIN: 00086106