Your Directors are pleased to present the 33^rd (Thirty Third) Annual Report of “Redington Limited” (“Redington” or “the Company”)
along with the audited financial statements for the financial year ended on March 31, 2026.

Consolidated Financial Results

SISA (Singapore, India & South Asia) & ROW (Rest of the World)
Financial Performance

The standalone and consolidated financial statements of the
Company for the financial year 2025-26 have been prepared in
accordance with the Indian Accounting Standards (“Ind AS”) as
required under Section 133 of the Companies Act, 2013 (“Act”).

Pursuant to Section 129(3) of the Act and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”) the said consolidated financial
statements form part of this Annual Report.

The consolidated revenue of the Company for the financial
year was '1,19,162.36 crores as against '99,333.65 crores
in the previous financial year, registering a growth of 19.96%,
while the consolidated net profit for the year grew by 16.85%
to '1,565.46 crores as against '1,339.72 crores in the previous
financial year (excluding the impact of exceptional items in both
the years).

The Basic Earnings per Share (EPS) on a consolidated basis
increased to '20.02 for the financial year under review as
compared to '17.14 for the previous financial year (excluding
the impact of exceptional items in both the years).

A detailed analysis on the financial performance of the
Company is given as part of the Management Discussion and
Analysis Report, which forms part of the Annual Report.

Dividend

In line with the Company's dividend distribution policy, (https://
redingtongroup.com/wp-content/uploads/2023/09/Dividend-
Distribution-Policv.pdf) the Board of Directors at their meeting
held on May 13, 2026, recommended a dividend of '6/- per
equity share (i.e., 300% of the face value) for the financial
year 2025-26. This dividend, expected to result in pay-out of
'469.06 crores is subject to the approval of members at the
ensuing Annual General Meeting and deduction of income tax
at source, as applicable.

The financial statements of the Company for the year ended
March 31, 2026, were approved by the Board of Directors
on May 13, 2026, on which date the statutory auditors of the
Company submitted their report thereon.

Transfer to Reserves

Your Company does not propose to transfer any amount to the
general reserve out of the amount available for appropriation.

Share Capital

As on March 31,2026, your Company's paid-up equity share
capital stood at '156.35 crores consisting of 78,17,74,431
equity shares of '2 each.

During the financial year, the Company's paid-up equity share
capital remained unchanged.

Credit Rating

In recognition of the Company's robust financial performance,
leading credit rating agencies CRISIL and ICRA have reaffirmed
its long-term credit rating at AA (Stable) and short-term credit
rating at A1 (Stable), reflecting confidence in the Company's
financial stability.

Business Performance

The Company's performance is discussed in the Management's
Discussion and Analysis Report, which form part of this
Annual Report.

Subsidiaries, Associates and Joint Ventures

As on March 31, 2026, the Company has two direct and one
step-down subsidiary in India, and two direct and 49 step-
down subsidiaries, overseas. The details of the subsidiaries
incorporated/ceased and under liquidation during the financial
year under review, as applicable, are given as part of Notes to
the consolidated financial statements.

Indian Subsidiaries

(i) ProConnect Supply Chain Solutions Limited

ProConnect Supply Chain Solutions Limited
(“ProConnect”), a wholly owned subsidiary of Redington
Limited, delivered a strong operating and financial
performance in FY 2025-26 while continuing to strengthen
its position as a reliable, compliant, and scalable supply
chain solutions provider. The year was marked by
disciplined execution, sharper customer focus, progress
in technology enablement, and continued investment in
governance and operational capability.

During the year under review, the Company reported
Revenue from Operations of '682.08 crores, reflecting
approximately 17.5% year-on-year growth, while Profit
After Tax stood at '22.70 crores. Performance was
supported by gross margin expansion, disciplined
cost management, stronger collections, and improved
operating leverage. Q4FY26 was the strongest quarter in
the Company's history, with consistent monthly revenue

above approximately '60 crores and broad-based
outperformance across key financial parameters.

During the year, ProConnect enabled multiple customer
go-lives and service expansions across locations, while
also improving real-time visibility, controls, and process
consistency through technology initiatives such as
single sign-on enablement, readiness of CostmatePro a
Costing Tool for go-live and developing own Warehouse
Management System (WMS).

ProConnect further enhanced its governance and control
framework during the year. The Head Office achieved
certification under ISO/IEC 27001:2022, reinforcing the
Company's commitment to information security and
data governance. In addition, ISO 14001:2015 and ISO
45001:2018 certifications were secured for the Head Office
and ten key warehouses, strengthening the Company's
environmental management and occupational health and
safety practices.

The Company also advanced its sustainability agenda
during the year and was recognized with an EcoVadis
badge, underscoring its progress across environmental,
social, ethical, and responsible supply chain practices.

The treasury position also strengthened materially during
the year mainly on account of highest-ever quarterly
collections in Q4FY26 resulting in full repayment of the
term loan, a meaningful reduction of interest cost and
sharp reduction of net debt by year end.

) Redserv Global Solutions Limited

Redserv Global Solutions Limited (RGS), a wholly owned
subsidiary of Redington Limited, operates as the Captive
Global Capability Centre (GCC) for the Redington Group,
providing a resilient and scalable shared-services platform.
During the year, the Company further strengthened this
role through deeper stakeholder engagement and the
continued expansion of functional capabilities.

RGS supports the Redington Group's operations
across the Middle East, Africa, Turkey, India, and
Singapore. Services delivered include sales order and
purchase order processing, credit management, master
data management, and finance operations covering
accounting, audit support, reconciliations, reporting, and
payroll processing.

The finance function manages end-to-end accounting
operations, including receivables, payables, payroll,
service accounting, management information systems
(MIS), and the preparation of financial statements. The
function continues to be strengthened through automation
and continuous improvement initiatives, including the
use of a consolidation tool for financial reporting and
the deployment of robotic process automation (RPA) to
enhance efficiency and the control environment.

I n recent years, RGS has increased the adoption of
Artificial Intelligence (AI) tools and advanced automation to
enhance service delivery. These initiatives have improved
the speed, efficiency, and accuracy of transaction
processing, while supporting sustainable, long-term cost
efficiencies for Redington Group.

Indian Associate

Redington (India) Investments Limited, an associate Company
of Redington Limited, was operating Apple retail stores in
South India through its wholly owned subsidiary, Currents
Technology Retail (India) Limited. It exited its business in
FY21 and accordingly, the Company is evaluating available
restructuring options including winding up.

Overseas Operations

Redington's overseas operations are carried out through
its two wholly owned subsidiaries, Redington International
Mauritius Limited, UAE and Redington Distribution Pte Limited,
Singapore. The Management's Discussion and Analysis
cover the business performance of both the entities and
their subsidiaries.

(i) Redington International Mauritius Limited, Mauritius
(RIML)

RIML delivered revenue growth across the Middle East,
Turkey, and Africa (META), with revenue increasing to
USD 5.70 billion in FY26 from USD 5.42 billion in FY25.
The performance was achieved despite geopolitical
uncertainties, supply-side constraints, varying market
conditions across the region, and the impact of a full
month of West Asia conflict-related disruption during the
final month of the financial year. The business continued
to demonstrate resilience through portfolio diversification,
disciplined execution, and a balanced presence across
markets and technology segments.

• Cloud business in META continued to deliver
strong growth (40%), reflecting accelerating cloud
adoption and the successful expansion of cloud-led
engagements across the region.

• Overall, the SSG business in META delivered
20% year-on-year growth, driven by continued
momentum across software, cybersecurity and
emerging technology solutions.

• The UAE remained one of the strongest-performing
markets, and has been growing at a CAGR of
10% for the last 5 years. This year's growth is
supported by sustained investments in go-to-
market capabilities, deeper enterprise penetration,
and strong momentum across Software, Security &
Cloud, Commercial GTM, and Mobility Solutions.

• GCCL delivered an exceptional performance with
revenues growing by 27%, supported by broad-
based growth across countries and strategic
business units.

• I n Saudi Arabia, despite a slower market recovery
driven by deferred mega and giga projects, and
heightened regional geopolitical uncertainties, the
business delivered marginal topline growth year-on-
year, reflecting the resilience of its operating model
and underlying market position.

• Africa posted 8% growth, with Egypt outperforming
the region at over 45% growth.

• In Turkey, revenue decreased by 20% primarily due
to exit from Turkish Lira denominated businesses,
including transfer of supply agreement with
Vodafone, besides divestment of Paynet business
in February 2025. During the year, the Company
recognised an impairment loss on its investment
in Arena, considering the challenging economic
conditions and revised future outlook.

• RIML continues to strengthen its position across
META through a balanced portfolio approach,
investments in strategic growth areas, and disciplined
execution across diverse market environments.

(ii) Redington Distribution Pte Limited, Singapore
(RDPL)

In FY26, RDPL moved from ASEAN market entry to a
more structured regional expansion phase. With Malaysia
established as the first step into Southeast Asia, RDPL is
now focused on strengthening its presence, building local
capabilities, and creating the foundation for wider growth
across ASEAN.

RDPL's established South Asia operations across
Bangladesh, Sri Lanka, Nepal, Bhutan, and the Maldives
continue to provide a strong base of regional experience,
customer relationships, and operational stability. Building
on this foundation, the company is expanding its focus
toward Southeast Asia, where digital transformation,
enterprise technology adoption, cloud services,
cybersecurity, AI, and modern infrastructure solutions
are creating strong opportunities.

Malaysia remains a strategic entry point for RDPL's
ASEAN journey, supported by its mature technology
ecosystem, skilled talent pool, strong connectivity, and
access to neighboring Southeast Asian markets. In FY26,
RDPLs focus is on deepening engagement in Malaysia,
strengthening partnerships, and developing locally
relevant offerings that can support future expansion
across the region.

During FY26, RDPL took necessary foundation steps
for its next phase of ASEAN growth, including planned
expansion into Indonesia and Thailand in FY27. These
markets offer significant potential due to their scale,
digital adoption, growing enterprise technology needs,
and strategic importance within Southeast Asia.

Other Group entities

During the year under review:

• Redington Kenya (EPZ) Limited, a wholly owned
subsidiary of Redington Kenya Limited and a step-
down subsidiary of the Company was dissolved on
January 28, 2026.

• Pursuant to scheme of internal restructuring, 100%
of the ownership of Arena Connect Teknoloji Sanayi
ve Ticaret A.S (Arena Connect, a wholly owned
subsidiary of Arena) was transferred to Arena Mobile
Iletisim Hizmetleri ve Tuketici Elektronigi Sanayi ve
Ticaret A.S (Arena Mobile, also a wholly owned
subsidiary of Arena Bilgisayar Sanayi Ve Ticaret A.S
(Arena) and Arena Mobile was merged with Arena
Connect, the subsisting entity, effective February
9, 2026.

• Redington International Mauritius Limited, completed
its re-domiciliation from Mauritius to Dubai, United
Arab Emirates as a Company registered in Dubai
International Financial Centre (DIFC) and the requisite
Certificate of Continuation from DIFC was received
on February 23, 2026.

• The step-down subsidiary of the Company,
Redington Gulf FZE (RGF) has acquired the
balance 30% shareholding stake of Redington
Gulf & Co. SPC and 50.8% of Redington Bahrain
WLL from Middle East Holding Company Limited
without any purchase consideration. This resulted
in change in shareholding of Redington Gulf &
Co SPC from 70% to 100% and of Redington
Bahrain WLL from 49% to 99.8%. Earlier these
shares were held by Middle East Holding Company
Limited due to regulatory requirements while RGF
continued to be 100% beneficial owner. Relaxation
in local regulations in the jurisdictions where these
subsidiaries operate, had enabled RGF to increase
the shareholding percentage.

Pursuant to the provisions of Section 129(3) of the Act
read with Rule 5 of the Companies (Accounts) Rules,
2014, a statement containing salient features of the
financial statements of the Company's subsidiaries and
Associates in Form AOC-1 is attached as Annexure E to
this report.

Pursuant to the provisions of Section 136 of the Act,
the financial statements of the Company, consolidated
financial statements along with relevant documents and
separate financial statements in respect of the subsidiaries
are available on the website of the Company athttps://
redingtongroup.com/financial-reports/

The Company has formulated a Policy for determining
Material Subsidiaries. The Policy is available on the
Company's website and can be accessed athttps://

redingtongroup.com/wp-content/uploads/2025/03/

Policy-for-determining-Material-Subsidiaries.pdf

Material Changes and Commitments Affecting the
Financial Position of the Company Between the End
of the Financial Year and the Date of the Report

There are no material changes and commitments affecting the
financial position of the Company which occurred between the
end of the financial year to which the financial statements relate
and the date of this report. There has also been no change in
the business of the Company.

Corporate Governance

Your Company believes in adopting best practices of corporate
governance and adhering to corporate governance guidelines,
as laid out in SEBI Listing Regulations. Corporate governance
is about promoting fairness, transparency, and accountability
in the management and decision-making processes of an
organisation. It is the foundation for building trust with members
and stakeholders. The Corporate Governance Report of the
Company for the financial year 2025-26 forms part of the
Annual Report.

The Company has obtained a certificate from M/s. B
Chandra & Associates, Company Secretaries, on compliance
with corporate governance norms under the SEBI Listing
Regulations and the Chief Executive Officer/Chief Financial
Officer (CEO/CFO) certification as required under the
SEBI Listing Regulations is appended to the Corporate
Governance Report.

The Corporate Governance Report of the Company contains
the necessary declaration regarding compliance with the Code
of Conduct of the Company for the financial year 2025-26.

Directors and Key Managerial Personnel

Mr. V.S Hariharan (DIN: 05352003) was appointed as the
Managing Director & Group Chief Executive Officer of the
Company for a period of five years with effect from February
05, 2025, to February 04, 2030. The same was approved by
the members of the Company through postal ballot on April 9,
2025, and approved by the Central Government on November
21,2025.

Based on the recommendations of the Nomination and
Remuneration Committee, the Board unanimously approved
the re-appointment of Mr. S V Krishnan (DIN: 07518349), as a
Whole-time Director of the Company, designated as Finance
Director, for a period of five years with effect from May 13,
2026 to May 12, 2031 (both days inclusive), liable to retire by
rotation, subject to the approval of members of the Company
at the ensuing Annual General Meeting.

Mr. S V Krishnan, (DIN: 07518349), Finance Director (Whole¬
time) retires by rotation at the ensuing Annual General Meeting
(“AGM”) and being eligible, offers himself for re-appointment.

The resolutions seeking approval of the members for his re¬
appointment has been incorporated in the Notice to the AGM

of the Company along with brief details. Based on performance
evaluation and the recommendation of the Nomination and
Remuneration Committee, the Board recommends his re¬
appointment.

During the year, Mr. Ramesh Natarajan was elevated to the role
of Chief Executive Officer - India and Middle East, effective
July 1, 2025. Further, Mr. Rajat Vohra was elevated to the role
of Chief Executive Officer - India Operations, effective July
1, 2025.

The Company has received declarations from all the
Independent Directors of the Company confirming that,

(a) they meet the criteria of independence prescribed under
the Act and the SEBI Listing Regulations;

(b) t hey have registered their names in the Independent
Directors' Databank, and

(c) there have been no change in the circumstances which
may affect their status as Independent Director during
the year.

All Independent Directors have affirmed compliance to the
code of conduct for Independent Directors as prescribed in
Schedule IV to the Act.

The terms and conditions of appointment of the Independent
Directors are placed on the website of the Company athttps://
redingtongroup.com/wp-content/uploads/2024/05/Terms-
and-Conditions-of-Appointment-of-Independent-Director.pdf

The Company has also disclosed the Director's
familiarization programme on its website atFamiliarisation-
Programme-2025-26.pdf

During the year, the Non-Executive Directors of the
Company had no pecuniary relationship or transactions
with the Company, other than sitting fees, commission and
reimbursement of expenses incurred by them for attending
meetings of the Company.

The details of the composition of the Board and its Committees
and various meetings held during the financial year are given
in the Corporate Governance Report which forms part of this
Annual Report.

All the recommendations made by the Nomination and
Remuneration Committee were approved by the Board.

Pursuant to the provisions of Section 2(51) and 203 of the Act,
the Key Managerial Personnel of the Company are Mr. V.S.
Hariharan, Managing Director & Group Chief Executive Officer,
Mr. S V Krishnan, Finance Director (Whole-time), Mr. Ramesh
Natarajan, Chief Executive Officer - India and Middle East,
Mr. Rajat Vohra, Chief Executive Officer - India Operations,
Mr. V Ravi Shankar, Chief Financial Officer and Mr. K Vijayshyam
Acharya, Head Legal & Company Secretary.

Directors' Responsibility Statement

Pursuant to the provisions of Section 134(5) of the Act, the
Board of Directors, to the best of their knowledge and ability,
confirm that:

a) i n the preparation of the annual financial statements
for the year ended March 31, 2026, the applicable
Accounting Standards had been followed along with
proper explanation relating to material departures.

b) for the financial year ended March 31, 2026, such
accounting policies as mentioned in the notes to the
financial statements have been applied consistently
and judgments and estimates that are reasonable and
prudent have been made to give a true and fair view of the
state of affairs of the Company at the end of the financial
year and of the profit of the Company for the financial year
ended March 31, 2026;

c) that proper and enough 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;

d) the annual financial statements have been prepared on a
going concern basis;

e) that proper internal financial controls were followed by
the Company and that such internal financial controls are
adequate and were operating effectively;

f) that proper systems have been devised to ensure
compliance with the provisions of all applicable laws
were in place and that such systems were adequate and
operating effectively.

AuditorsStatutory Auditors

M/s. Deloitte Haskins & Sells, Chartered Accountants
(Firm Registration No.008072S) Statutory Auditors of the
Company hold office till the conclusion of thirty- fourth AGM
of the Company.

The Auditor's report to the Members on the standalone and
consolidated financial statement for the year ended March
31, 2026, does not contain any qualification, observation or
adverse comment. The Auditor's Report is enclosed with the
financial statements in this Annual Report.

Cost Records and Cost Audit

Maintenance of Cost Records and requirement of Cost Audit
as prescribed under Section 148(1) of the Act do not apply to
the business activities carried out by the Company.

Secretarial Auditors

Pursuant to Section 204 of the Act read with Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014, and SEBI Listing Regulations, M/s. B Chandra
& Associates, Company Secretaries, (Firm Registration
No.P2017TN065700), were appointed as the Secretarial

Auditors of the Company for a term of five (5) years commencing
from April 1, 2025 to March 31,2030.

The Secretarial Audit report for the financial year ended March
31, 2026, in Form No. MR-3 is attached as Annexure D to
this Report. The Secretarial Audit report does not contain any
qualification, reservation or adverse remark.

Pursuant to Regulation 24(A) of SEBI Listing Regulations, the
Company has obtained an annual secretarial compliance report
from M/s. B Chandra & Associates, Company Secretaries, and
the same has been submitted to the stock exchanges within
the prescribed time limit.

During the year under review, the Company has complied with
all the applicable provisions of Secretarial Standard - 1 and
Secretarial Standard - 2 issued by the Institute of Company
Secretaries of India and notified by the Ministry of Corporate
Affairs of India.

Details of Fraud Reported by Auditors in Terms of
Section 143(12) of the Companies Act, 2013

During the year under review, neither the Statutory Auditor nor
the Secretarial Auditor has reported to the Audit Committee,
under Section 143(12) of the Act, any instances of fraud
committed against the Company by its officers or employees.

Annual Return

Pursuant to Section 92(3) read with Section 134(3) of the
Act and Rule 12 of the Companies (Management and
Administration) Rules, 2014, the Annual Return of the Company
as on March 31, 2026, is available on Company's website at
https://redingtongroup.com/financial-reports/.

Board Meetings Held During the Year

Six (6) meetings of the Board of Directors of your Company
were held during the financial year 2025-26. The maximum
time gap between any two Board meetings was less than 120
days. Necessary quorum was present throughout all the Board
meetings. A separate meeting of the Independent Directors of
the Company was held on February 4, 2026.

The particulars of the meetings held and the attendance of
the Directors in the meetings are detailed in the Corporate
Governance Report, which forms part of this Annual Report.

Committees

As on March 31, 2026, the Company had the
following Committees:

• Audit Committee,

• Nomination and Remuneration Committee

• Stakeholders' Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility & Environmental, Social
and Governance Committee, and

• Finance Committee.

Detailed notes on the composition of the Board and its
Committees are provided in the Corporate Governance
Report, which form part of the Annual Report.

Policy on Appointment and Remuneration of
Directors

The Board based on the recommendation of the Nomination
and Remuneration Committee, has laid down a policy on
appointment of Directors and remuneration to the Directors,
Key Managerial Personnel and Other Employees.

- The objective of the policy for the appointment of
Directors is to facilitate the Nomination and Remuneration
Committee to evaluate the Directors and recommend to
the Board for their appointment/ re-appointment and
to ensure an optimum composition of Executive, Non¬
Executive and Independent Directors to maintain the
independence of the Board and separate its functions of
governance and management.

- The objective of the Remuneration Policy is to attract,
motivate and retain qualified industry professionals for
the Board and Management to achieve its strategic goals
and to encourage behavior that is focused on long-term
value creation while adopting the highest standards of
good corporate governance. The remuneration policy of
the Company is aimed at rewarding performance, based
on a continuous review of achievements and aligns with
the existing industry practices.

- The Remuneration Policy provides a framework for the
remuneration of Directors, Key Managerial Personnel, and
other employees.

The Company's policy on appointment of Directors and
remuneration and other matters provided in Section 178(3) of
the Act is available at the website athttps://redingtongroup.
com/wp-content/uploads/2024/05/Nomination-and-
Remuneration-Policy.pdf

Particulars of Employees

Disclosure pertaining to the remuneration and other details
as required under Section 197 (12) of the Act and Rule 5 of
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, is given in Annexure B and form part
of this report.

The statement under Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 forms a part of this Report. However, as per first
proviso to Section 136(1) of the Act and second proviso of
Rule 5(3) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 the Report and Financial
Statements are being sent to the Members of the Company
excluding the said statement.

Performance Evaluation of the Board, Its
Committees and Directors

The evaluation of all the Directors, Committees and the Board
as a whole was conducted based on the criteria and framework
approved by the Nomination and Remuneration Committee.

The Board evaluation process was completed for the financial
year 2025-26. The evaluation parameters and the process
have been explained in the corporate governance report.

Particulars of Loans, Guarantees or Investments
Under Section 186 of The Companies Act, 2013

The particulars of loans, guarantees and investments under
Section 186 of the Act, read with the Companies (Meetings
of Board and its Powers) Rules, 2014, for the financial year
2025-26 form part of the Notes to the financial statements
provided in this Annual Report. The Company has neither given
guarantees nor provided security under Section 186 of the Act.

Particulars of Contracts or Arrangements with
Related Parties

During the financial year 2025-26, none of the transactions
with related parties falls under the scope of section 188(1)
of the Act. Information on transactions with related parties
pursuant to section 134(3) (h) of the Act read with rule 8(2) of
the Companies (Accounts) Rules, 2014 are given in Annexure
F in Form AOC-2.

The Policy on Materiality of Related Party Transactions and
on dealing with Related Party Transactions, as approved by
the Board, is available on the Company's website and can
be accessed athttps://redingtongroup.com/wp-content/
uploads/2025/12/REDINGTON-RPT-POLICY-05022025.pdf

Corporate Social Responsibility Initiatives

Redington primarily carries out Corporate Social Responsibility
(CSR) activities through the, Foundation for CSR @ Redington,
by supporting its projects in the areas of education, employability
skills training for the underprivileged and specially abled,
healthcare and environmental sustainability. The Corporate
Social Responsibility & Environment, Social and Governance
(CSR & ESG) Committee has formulated and recommended
to the Board a policy on CSR indicating the activities to be
undertaken by the Company which is available on the website
of the Company athttps://redingtongroup.com/wp-content/
uploads/2023/09/CSR-Policy-Redington-Limited-.pdf

During the year, the Company spent '21.65 crores on CSR
activities. The initiatives undertaken by the Company on CSR
activities and executive summary of the impact assessment
carried out during the year are set out in Annexure C of this
report. The composition of the CSR Committee is disclosed
in the Corporate Governance Report which forms part of the
Annual Report.

Further, the Chief Financial Officer of the Company has
certified that CSR spending of the Company for the financial
year 2025-26 has been utilized for the purpose and in the
manner approved by the Board of Directors of the Company.

Business Responsibility & Sustainability Report and
Environmental, Social and Governance (ESG)

Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulations,
the Business Responsibility & Sustainability Report forms part
of this Annual Report. The CSR & ESG Committee discharges

its oversight responsibility on matters related to organization
wide ESG initiatives, priorities, and leading ESG practices. The
CSR & ESG Committee meets regularly at various intervals
to review progress on the ESG strategy of the Company and
reports to the Board.

Vigil Mechanism/Whistle-Blower Policy

The Company believes in the conduct of affairs of its
constituents fairly and transparently by adopting the highest
standards of professionalism, honesty, integrity and ethical
behaviour. Pursuant to the provisions of Section 177(9) of the
Act, read with Rule 7 of the Companies (Meetings of Board
and its Powers) Rules, 2014 and Regulation 4 of the SEBI
Listing Regulations, and in accordance with the requirements
of Securities and Exchange Board of India (Prohibition of
Insider Trading) (Amendment) Regulations, 2018, the Board
of Directors had approved the Policy on Vigil Mechanism /
Whistle Blower to provide a framework for the Company's
employees and Directors to promote responsible and secure
whistleblowing in the organization across levels. It also protects
whistle-blowers who raise concerns about serious irregularities
within the Company.

The whistle Blower policy is hosted on the website of the
Company athttps://redingtongroup.com/wp-content/
uploads/2023/05/Whistle-Blower-Policy-1.2.pdf

Investor Education and Protection Fund

Pursuant to the provisions of the Companies Act, 2013 read
with Investor Education and Protection Fund [IEPF] Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016, the
Company is required to transfer the unpaid or unclaimed
dividend and shares in respect of which dividend entitlements
are remaining unpaid or unclaimed for a period of seven
consecutive years or more by any shareholder, to IEPF.
Accordingly, the Company has transferred the unclaimed
dividend of '1,62,671.80 pertaining to the financial year 2017¬
18 which remained unclaimed for seven consecutive years and
2,969 shares to the IEPF authority.

Dividend for financial year 2024-25 on shares held by IEPF
authority amounting to '93,676.80 was also transferred to
IEPF. The details of the shares due to be transferred to IEPF
during the financial year 2026-27 are available on our website
under Shareholders' information.

During the financial year, the Company undertook a special
voluntary initiative to reduce the quantum of unclaimed
dividends as part of its commitment to strong shareholder
governance. These efforts resulted in a significant reduction in
the unclaimed dividend amount from '1,55,73,680 as on June
30, 2025, to '72,79,860 as on March 31, 2026, via structured
shareholder outreach.

Accordingly, the Members are requested to claim the
dividend(s), which have remained unclaimed, by sending a
written request to the Company at investors@redingtongroup.
com or to the Company's Registrar and Transfer Agent
at investor@cameoindia.com.

Deposits

Your Company has not accepted any deposit within the
meaning of provisions of Chapter V of the Act, read with the
Companies (Acceptance of Deposits) Rules, 2014, during the
year ended March 31, 2026.

Details Of Significant and Material Orders Passed
by the Regulators or Courts or Tribunals

There are no significant and material orders passed by the
Regulators or Courts or Tribunals that would impact the going
concern status of the Company.

No Pending Proceedings Under the Insolvency and
Bankruptcy Code, 2016

Your Board confirms that there is no proceeding pending
against the Company under the Insolvency and Bankruptcy
Code, 2016 and that there is no instance of a one-time
settlement with any Bank or Financial Institution, during the
year under review.

Internal Control Systems and Their Adequacy

The Company has prepared a comprehensive document on
Internal Financial Controls (IFC) in line with the requirements
under the Act which includes Entity Level Controls (ELC),
Efficiency Controls, Risk Controls, Fraud Preventative Controls,
Information Technology General Controls (ITGC) and Internal
Controls on Financial Reporting (ICFR). A brief note on IFC
including ICFR is enclosed in this Report as Annexure A. The
Company has adopted policies and procedures for ensuring
orderly and efficient conduct of its business, including
safeguarding its assets, prevention and detection of fraud,
error reporting mechanisms and ensuring accuracy and
completeness of financial statements. Based on the results
of assessments carried out by Management, no reportable
material weaknesses or significant deficiencies in the design
or operation of internal financial controls were observed.
The Board opines that the internal controls adopted and
implemented by the Company for the preparation of financial
statements are adequate and sufficient.

Risk Management

Pursuant to Regulation 17 and Regulation 21 read with Part D of
Schedule II of SEBI Listing Regulations, the Risk Management
Committee evaluates the significant internal and external risks
and ensures that appropriate methodology, processes and
systems are in place to monitor and evaluate risks associated
with the business of the Company. The Board of Directors
reviewed the risk assessment and procedures adopted by the
Company for risk control and management and is of the opinion
that there are no risks that may threaten the existence of the
Company. The terms of reference of the Risk Management
Committee and activities of the Committee during the year are
elaborated in the Corporate Governance Report.

Research and Development, Conservation of

Energy, Technology Absorption, Foreign Exchange

Earnings and Outgo

A. Conservation of Energy:

The operations of your Company involve low energy
consumption. Adequate measures have, however, been
taken to conserve energy by way of optimizing the usage
of energy. Specific measures undertaken by the Company
during the financial year towards energy conservation and
adoption of best practices are detailed in the the Business
Responsibility and Sustainability Report.

B. Technology Absorption:

Efforts made towards technology absorption: The
Company continues to leverage emerging technologies
to enhance the quality, efficiency, and scalability of its
operations and services. Continuous investments in
digital transformation - spanning cloud computing,
virtualization, mobility solutions, and process automation
- have delivered measurable improvements in operational
efficiency and turnaround times. The adoption of advanced
Business Intelligence (BI) and analytics platforms has
further strengthened data-driven decision-making and
optimized business processes across the organization.

The Company has successfully implemented a secure
and resilient hybrid work environment, ensuring that all
employees have seamless access to the technology
infrastructure, collaboration tools, and connectivity
solutions required to perform their responsibilities
efficiently and without disruption. This initiative reflects
the Company's broader commitment to building an
agile, future-ready workforce supported by robust
digital foundations.

The Company plays a pivotal role in facilitating technology
absorption across the markets it serves. By connecting
leading global technology providers with a diverse and
geographically dispersed customer base, the Company
accelerates the adoption of innovative solutions,
expands access to cutting-edge technologies, and
actively supports digital transformation across industries
and regions. Through its extensive ecosystem and
market reach, the Company continues to contribute
meaningfully to capability development and technological
advancement in every geography it operates in.

I mport of Technology: The Company has not imported
any technology during the year.

C. Expenditure on Research and Development:

As a Company involved in the distribution of technology
products, your Company constantly innovates via
strategic and qualitative initiatives to empower adoption
of cutting-edge ttechnologies. There is no expenditure on
R&D.

Foreign Exchange earnings and outgo

The details of Foreign Exchange earnings and
expenditures during the year are given below:

Earnings in Foreign Currency:

Expenditure in foreign currency:

Prevention Of Sexual Harassment at Workplace

Your Company has constituted Internal Complaints Committees
as required under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013
(POSH Act), to consider and resolve all sexual harassment
complaints. Your Company has framed a policy on prevention
of sexual harassment of women to ensure a free and fair enquiry

process on complaints received from women employees
about sexual harassment, also ensuring complete anonymity
and confidentiality of information. Adequate workshops and
awareness on the policy are also created by implementing
learning modules for the employees. During the year under
review, no complaints were filed under the POSH Act.

Compliance with Maternity Benefit Act, 1961

The Company has complied with the applicable provisions of
the Maternity Benefit Act, 1961.

Foreign Exchange Management Act, 1999

The Company is in compliance with the Foreign Exchange
Management Act, 1999 and the Regulations made
thereunder with respect to downstream investments made in
its subsidiaries.

Acknowledgment

Your directors take this opportunity to gratefully acknowledge
the cooperation and support received from the Members,
suppliers, vendors, customers, bankers, business partners/
associates, channel partners, bankers, financial institutions,
and Regulatory/Government authorities to the Company. The
Directors record their appreciation for the contributions made
by employees of the Company, its subsidiaries and associates,
for their hard work and commitment, towards the success of
the Company. Their dedication and competence have ensured
that the Company continues to be a significant and leading
player in the industry. We thank the Governments of various
countries where we have our operations.

On behalf of the Board of Directors

Professor J. Ramachandran

Place: Chennai Chairman

Date: May 13, 2026 DIN: 00004593