The Board of Directors is pleased to present the 39^th Annual Report of the Company, along with the Audited Financial Statements
for the financial year ended 31^st March, 2025.

FINANCIAL PERFORMANCE AND HIGHLIGHTS

The audited financial statements (standalone and consolidated) of the Company, prepared in accordance with Indian
Accounting Standards (Ind AS), are provided in this Annual Report. Highlights of the financial performance (standalone and
consolidated) of the Company for the financial year ended 31^st March, 2025, is summarised below:

The Company's export revenue grew significantly to
' 1,122.51 Crore, up from ' 867.35 Crore in the previous
year. This marks an increase of 29.42%, with exports now
accounting for approximately 39.48% of the Company's
total revenue. This demonstrates the Company's growing
presence in international markets and its ongoing efforts
to strengthen its global footprint.

The Company has undertaken several initiatives to expand
its export market share, focusing on key regions with
strong growth potential. The increase in export revenue
underscores the effectiveness of these efforts.

Consolidated Performance:

The consolidated revenue from operations for the
year 2024-25 stood at ' 2,856.95 Crore, compared to
' 2,628.06 Crore in the previous year. This reflects an
increase of 8.71% and demonstrate consistent growth
across international markets. The growth was fueled by an
increase in exports.

The consolidated Net Profit After Tax (PAT) for Financial
Year 2024-25 was ' 31.80 Crore, a decrease from ' 40.82
Crore in Financial Year 2023-24. The decrease in PAT was
due to the increase in finance costs and depreciation.

EXPANSION PROGRAMME
SPINNING DIVISION

The Company is pleased to report that the ongoing
expansion and modernisation of its spinning unit located
at Village Sareri, Bhilwara (Rajasthan) is progressing as
planned. This strategic initiative, with a financial outlay of
' 344 Crore, is on track for completion within the stipulated
timeline.

The expansion project has been funded through a term
loan of ' 258 Crore from our bankers, with the balance
through internal accruals. Once completed, the upgraded
spinning unit will significantly enhance the Company's
production capacity, improve operational efficiency, and
elevate product quality, thereby supporting the Company's
long-term growth objectives.

WEAVING DIVISION

Similarly, the Company is nearing the completion of the
expansion and modernisation project for its weaving unit
at Village Atun, Chittorgarh Road, Bhilwara (Rajasthan).
The financial outlay for this project is ' 161 Crore and the
project is progressing according to the original schedule.

The expansion has been financed through a term loan of
' 120 Crore with the remaining portion funded from internal
accruals. Upon completion, this project will enhance
the Company's fabric production capabilities, enabling
us to meet increasing market demand. Additionally, it
will strengthen the Company's position in the market by
enabling the production of higher-value, value-added
products. This expansion is a key part of the Company's
strategy to enhance its market competitiveness and
position in the fabric manufacturing sector.

TRANSFER TO RESERVE

The Board of Directors has not proposed to transfer any
amount to the General Reserve during the financial year
under review.

DIVIDEND

The Board of Directors is pleased to recommend a dividend
of ' 2/- per equity share of ' 10/- each @ 20% for the
financial year 2024-25. This dividend is subject to the
approval of the shareholders at the ensuing Annual General
Meeting.

SHARE CAPITAL

During the year under review, there has been no change in
the authorised share capital.

During the financial year under review, there has been no
change in the paid-up share capital of the Company. The
paid-up share capital remains at ' 50,24,65,590 (Rupees
Fifty Crore Twenty-Four Lakhs Sixty-Five Thousand Five
Hundred Ninety Only), divided into 5,02,46,559 equity
shares of ' 10 each.

EMPLOYEES BENEFITS SCHEME(S)

The Company has implemented the Sangam (India) Limited
Employees Stock Option Scheme - 2022 (ESOP Scheme,
2022) as amended with a pool of 22,50,000 Options, which
is in compliance with the SEBI (Share Based Employee
Benefits and Sweat Equity Shares) Regulations, 2021 and
is administered by Sangam (India) Limited Employees
Welfare Trust under the supervision of Nomination &
Remuneration Committee and/or the Board of Directors.
The Sangam (India) Limited Employees Welfare Trust
acquires the shares of the company from secondary
market and implement the ESOP Scheme as the aforesaid
regulations.

The details and information required pertaining the ESOP
Scheme, 2022 is available on the website of the Company.
The Secretarial Auditors' certificate on the implementation
of ESOP Scheme-2022 in accordance with SEBI (Share
Based Employee Benefits and Sweat Equity Shares)
Regulation, 2021 will be made available during the 39^th
Annual General Meeting.

The Company has made the necessary disclosures as per
Regulation 14 of the SEBI (Share-Based Employee Benefits
and Sweat Equity) Regulations, 2021 on the website of the
company on following web link:. https://sangamgroup.
com/financials/Handbook/ESOP_Disclosure_FY_24-25.
pdf

WHOLLY OWNED SUBSIDIARY COMPANY

Sangam Ventures Limited (SVL), a wholly-owned subsidiary
of the Company, has been established with the aim of
setting up a world-class manufacturing plant for seamless
garments. SVL's product range will include garments
made from advanced blends such as polyamide, spandex,
polypropylene, and natural fibres. This initiative is in line with
the Company's strategy to expand its product portfolio and
tap into emerging segments of the garment manufacturing
industry.

The Company does not have any associate companies
during the period under review.

A statement detailing the salient features of the financial
statements of the subsidiaries, as required under the first
proviso to Section 129(3) read with Rule 5 of the Companies
(Accounts) Rules, 2014, is provided in Annexure I of this
report.

The Company has adopted a policy for determining
material subsidiaries in line with Regulation 16(1 )(c) of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015. This policy is available on the Company's
website for stakeholders reference. https://sangamgroup.
com/financials/Policies/Material_Subsidiaries_Policy.pdf.

CONSOLIDATED FINANCIAL STATEMENTS

The Audited Consolidated Financial Statements for the
financial year ending 31^st March, 2025, have been prepared
in accordance with applicable accounting standards
as prescribed under the Companies Act, 2013 and the
Companies (Accounts) Rules, 2014. These statements
have been consolidated based on the financials received
from the wholly-owned subsidiary, Sangam Ventures
Limited (SVL), and approved by the Board of Directors.

UNCLAIMED DIVIDEND AND SHARES

In accordance with the provisions of Sections 124 and
125 of the Companies Act, 2013, along with the relevant
provisions of the IEPF Authority (Accounting, Audit,
Transfer, and Refund) Rules, 2016 (hereinafter referred to
as "IEPF Rules"), the Company is mandated to transfer the
amount of any unclaimed dividend to the Investor Education
and Protection Fund (IEPF) after a period of seven years
from the date of such dividend becoming due for payment.
Furthermore, the IEPF Rules require the transfer of equity
shares to the IEPF if the dividend on such shares remains
unpaid or unclaimed for seven consecutive years.

During the year under review, the Company has transferred
the Unclaimed Dividend amount of ' 5,11,878 and 14,183
Equity Shares to the IEPF. Shareholders whose unclaimed
dividends or shares transferred to the IEPF may claim
these, including any benefits arising from such shares,
by following the procedure outlined under the applicable
provisions of the Companies Act, 2013.

The details of the unclaimed dividends and shares
transferred to the IEPF are available on the Company's
website at the following link: https://sangamgroup.com/
investors-handbook/.

PUBLIC DEPOSITS

During the financial year under review, the Company has
not accepted any deposits within the meaning of Section
73 to 76 of the Companies Act, 2013 and the Companies
(Acceptance of Deposit) Rules, 2014. There are no
outstanding deposit as on 31^st March, 2025.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED

Particulars of loans given, investments made, guarantees
provided and securities furnished by the Company in
accordance with Section 186 of the Companies Act, 2013
are included in the notes to the Standalone Financial
Statements of the Company. These transactions have been
conducted in compliance with the regulatory requirements.

PARTICULARS OF CONTRACTS AND ARRANGEMENTS
WITH RELATED PARTIES

All related party transactions during the financial year were
conducted on an arm's length basis and in the ordinary
course of business. These transactions have been carried
out in compliance with the provisions of the Companies
Act, 2013 and the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

There are no material related party transactions with
Promoters, Directors, Key Managerial Personnel (KMP), or
their relatives that may conflict with the interests of the
Company at large.

The particulars of contracts and arrangements with related
parties, as required under Section 188(1) of the Companies
Act, 2013, are disclosed in Annexure II of this Board's
Report, in the prescribed AOC-2 format.

Prior omnibus approval of the Audit Committee is sought
on an annual basis for related party transactions of a
repetitive nature, with specific approvals obtained for
unforeseen transactions. A statement detailing all related
party transactions is presented to the Audit Committee and
the Board of Directors on a quarterly basis, specifying the
nature, value, and terms and conditions of the transactions.

The policy governing Related Party Transactions as
approved by the Board is available on the Company's
website at: https://sangamgroup.com/financials/Policies/
RPT_Policy.pdf.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

The Board of Directors comprises of 8 members out of
which 4 are Independent Directors, including one woman
Independent Director.

As per Section 152(6) of the Companies Act, 2013, Mr. V.K.
Sodani, Executive Director, is liable to retire by rotation and,
being eligible, has offered himself for re-appointment at
the ensuing Annual General Meeting.

The following changes in the Directors and KMPs took
place during the year under review:

• Mr. Yaduvendra Mathur ceased to be a Non-Executive
Independent Director of the Company on 4^th May, 2024,

due to his sad demise. The Board places on record its
heartfelt gratitude for his invaluable contributions to
the growth of the Company and prays for the peace of
his soul.

• Mr. Dinesh Chander Patwari, Mr. Upendra Prasad
Singh, and Mrs. Irina Garg were appointed as Non¬
Executive Independent Directors of the Company with
effect from 12^th August, 2024, for a term of 3 years.

• Dr. Tapan Kumar Mukhopadhyay and Mr. Achintya
Karati ceased to be Non-Executive Independent
Directors of the Company on 23^rd September, 2024,
after completing two consecutive terms of 5 years
each.

• Mrs. Aparna Sahay ceased to be a Non-Executive
Independent Director of the Company on 26^th October,
2024, as her tenure was completed.

• Mr. Arjun Agal was appointed as the Company
Secretary of the Company on 31^st July, 2024.

The Key Managerial Personnel ("KMP") of the Company as
of the reporting date are:

• Mr. R.P Soni - Chairman

• Dr. S.N. Modani - Vice Chairman

• Mr. Anurag Soni - Managing Director

• Mr. V.K. Sodani - Executive Director

• Mr. S.R. Dakhera - Chief Financial Officer

• Mr. Arjun Agal - Company Secretary

All the Independent Directors have provided declarations
confirming that they meet the criteria of independence as
defined under Section 149(6) of the Companies Act, 2013
and Regulation 16(1)(b) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. They have
also confirmed compliance with the Code of Independent
Directors prescribed in Schedule IV of the Companies Act,
2013.

The terms and conditions of the appointment of the
Independent Directors are available on the Company's
website.

NOMINATION AND REMUNERATION POLICY OF THE
COMPANY RELATING TO DIRECTORS' APPOINTMENT,
REMUNERATION, AND DISCHARGE OF THEIR DUTIES

The Nomination and Remuneration Policy of the
Company governs the appointment of Directors and
Senior Management personnel, as well as the fixation of
their remuneration. The Nomination and Remuneration
Committee, along with the Board, has reviewed and
evaluate the performance of the Board, its committees,

and individual Directors and expressed satisfaction with their
performance.

In a separate meeting, the Independent Directors also
reviewed the performance of the non-independent directors,
the Chairperson, and the Board as a whole. They discussed
the quality, quantity, and timeliness of the information
shared with the Board and expressed their satisfaction in
this regard.

The Nomination and Remuneration Policy is available
on the Company's website at the following link: https://
sangamgroup.com/financials/Policies/Remuneration_
Policy.pdf.

BOARD OF DIRECTORS AND THEIR MEETINGS

The Board of Directors of the Company comprises eminent
individuals with proven credentials in their respective fields.
They bring with them strong financial acumen, leadership
capabilities, strategic insight, and a high degree of integrity.
In addition to their wide-ranging experience, the Directors
are committed to the long-term success of the Company
and actively contribute to Board discussions, policy-making,
and strategic planning.

BOARD MEETINGS

During the financial year 2024-25, the Board met five (5)
times on 10^th May, 2024, 31^st July, 2024, 12^th August, 2024,
25^th October, 2024 and 12^th February, 2025. The intervening
gap between the meetings was well within the limits
prescribed under the Companies Act, 2013, SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("Listing Regulations"), and Secretarial Standards-1
issued by the Institute of Company Secretaries of India
(ICSI).

The Board regularly reviews and monitors the Company's
performance, financials, strategy, risks, governance
practices, and regulatory compliance.

The details of attendance of Directors at Board meetings, the
composition of various Committees, and other disclosures
are provided in the Corporate Governance Report, which
forms an integral part of this Annual Report.

BOARD DIVERSITY AND COMPETENCY MAPPING

The Company recognises and values the importance of
a diverse Board in enhancing governance quality and
effectiveness. The Board's composition reflects a balance
of industry knowledge, functional expertise, and gender
diversity.

The core skills, expertise, and competencies identified
and mapped to each individual Director are outlined in the
Corporate Governance Report.

SECRETARIAL STANDARDS

The Company has complied with all applicable Secretarial
Standards issued by the Institute of Company Secretaries
of India (ICSI). The Directors have devised proper systems
and processes to ensure effective compliance, and these
systems have been found to be adequate and operating
effectively.

AUDIT COMMITTEE

The Company's Audit Committee is duly constituted in
accordance with the provisions of Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI (LODR)
Regulations, 2015.

All members of the Audit Committee are financially literate,
and the Committee is chaired by Mr. Dinesh Chander
Patwari, an Independent Director with rich experience
and financial expertise. The Committee plays a critical
role in the oversight of the Company's financial reporting
process, internal controls, audit function, and statutory
compliances.

The detailed terms of reference, composition, meetings
held, and attendance of members are disclosed in the
Corporate Governance Report, forming part of this Annual
Report.

MATERIAL CHANGES AND COMMITMENTS

Pursuant to Section 134(3)(l) of the Companies Act, 2013,
the Board confirms that there have been no material
changes and commitments affecting the financial position
of the Company between the end of the financial year and
the date of this Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT
DIRECTORS

In accordance with Regulation 25(7) of the SEBI (LODR)
Regulations, 2015, the Company has regularly organised
Familiarization Programme for Independent Directors. The
programme aims to provide insight into the nature of the
industry, the Company's business model, strategic direction,
governance practices, and their roles and responsibilities.

The details of the Familiarization Programme are available
on the Company's website at: https://sangamgroup.com/
investors-handbook/.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Your Company has always believed in inclusive and
sustainable growth. In accordance with Section 135 of
the Companies Act, 2013 and the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Board has
constituted a CSR Committee and formulated a CSR Policy.

CSR ACTIVITIES AND EXPENDITURE

During the year under review, the Company has undertaken
a wide array of CSR initiatives focused on health, education,
community development, and environmental sustainability.
A total expenditure of ' 499.43 Lakhs was incurred on CSR
activities in FY 2024-25.

The detailed annual report on CSR activities in the prescribed
format is annexed as Annexure - III to this Report.

RISK MANAGEMENT POLICY

The Company has formulated a comprehensive Risk
Management Policy in line with the provisions of the
Companies Act, 2013 and the Listing Regulations. The policy
outlines the Company's approach to identifying, assessing,
and managing key risks that may impact its objectives.

A Risk Management Committee has been constituted by
the Board, which regularly reviews the risk framework and
suggests appropriate mitigation measures. The key risks
and their mitigation strategies are reviewed periodically to
ensure resilience and continuity of business operations.

INTERNAL FINANCIAL CONTROLS AND THEIR ADEQUACY

The Company has in place an effective system of Internal
Financial Controls. These controls are designed to provide
reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements in
compliance with applicable laws.

The internal audit function, conducted by an independent
firm, operates under the supervision of the Audit Committee.
Reports from the internal auditors are reviewed periodically,
and corrective actions are taken where necessary.

The statutory auditors, M/s. R. Kabra & Co. LLP and M/s.

O.P Dad & Co., have confirmed in their audit report that
the Company has adequate internal financial controls with
reference to financial statements and that such controls
were operating effectively during the year.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has formulated the Whistle Blower Policy
/ Vigil Mechanism in pursuance of Section 177(9) of
the Companies Act, 2013 and Regulation 22 of the SEBI
(LODR) Regulations, 2015. With the objective of pursuing
the business in a fair and transparent manner by adopting
the highest standards of professionalism, honesty,
integrity and ethical behaviour and to encourage and
protect the employees who wish to raise and report their
genuine concerns about any unethical behaviour, actual
or suspected fraud or violation of Company's Code of
Conduct.

This mechanism encourages directors and employees to
report genuine concerns or unethical practices within the
organisation in a confidential manner.

The policy is available on the Company's website at:
https://sangamgroup.com/financials/Policies/Whistle_
Blower_Policy.pdf

During the year under review, no complaints were received
under the Vigil Mechanism. The Audit Committee reviews
the functioning of the mechanism at regular intervals.

CORPORATE GOVERNANCE REPORT

Your Company is firmly committed to upholding the
highest standards of Corporate Governance, ensuring
transparency, integrity, accountability, and ethical conduct
in all its operations and interactions with stakeholders.
The Company has consistently aligned its governance
framework and practices with the best-in-class standards
and has fully complied with the requirements laid down
in the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations").

The governance structure of the Company is designed
to support the effective management of business while
protecting and enhancing shareholder value. The Board of
Directors exercises its fiduciary responsibilities with active
oversight of the Company's business and strategic direction
through well-established Board Committees including
the Audit Committee, Nomination and Remuneration
Committee, Stakeholders Relationship Committee,
Corporate Social Responsibility Committee, and Risk
Management Committee.

A Corporate Governance Report, together with a certificate
from a Practicing Company Secretary, confirming
compliance with the provisions of the SEBI Listing
Regulations, forms an integral part of this Annual Report.

CODE OF CONDUCT

The Company has comprehensive Code of Conduct
applicable to the Board of Directors and the Senior
Management Personnel in accordance with Regulation
17(5) of the SEBI Listing Regulations.

The Code is intended to provide guidance on the conduct of
business and ethical behavior expected from the Directors
and Senior Management. It covers compliance with laws,
integrity in financial reporting, fair dealing, equal opportunity
employment, and protection of Company assets and
information.

All members of the Board and Senior Management have
affirmed compliance with the Code of Conduct for the

financial year ended 31^st March, 2025. A declaration to this
effect, duly signed by the Managing Director, is included in
this Report.

AUDITORS AND AUDITORS' REPORT

A. STATUTORY AUDITORS

In accordance with Sections 139 and 142 of the
Companies Act, 2013, read with the Companies
(Audit and Auditors) Rules, 2014, and pursuant to
the recommendations of the Audit Committee and
approval of the shareholders at the 36^th Annual General
Meeting held on 29^th September 2022:

• M/s. R. Kabra & Co. LLP Chartered Accountants
(Firm Registration No. 104502W/W100721),
appointed as Statutory Auditors for first term of
five years, and

• M/s. O.P Dad & Co., Chartered Accountants (Firm
Registration No. 002330C), were appointed for
second term of five years, to hold office until the
conclusion of the 41^st Annual General Meeting of
the Company to be held in the year 2027.

The Statutory Auditors' Reports on the standalone and
consolidated financial statements for the financial
year ended 31 ^st March, 2025, do not contain any
qualifications, reservations, adverse remarks, or
disclaimers. The relevant Notes to Accounts forming
part of the financial statements are self-explanatory
and provide further clarity on the financial matters
referred to in the Auditors' Reports. Accordingly, no
further explanation is required under Section 134(3)(f)
of the Companies Act, 2013.

B. COST AUDITORS

Pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Rules, 2014, the Company is required to maintain cost
records and conduct a cost audit for the applicable
products as prescribed by the Central Government.

In compliance with these provisions and based on the
recommendation of the Audit Committee, the Board of
Directors has appointed M/s. K.G. Goyal & Company,
Cost Accountants, Jaipur (Firm Registration No.
000017), as the Cost Auditors of the Company for the
financial year 2024-25.

Further, the Board of Directors on recommendation of
Audit Committee, at their meeting held on 29^th May,
2025 has approved the appointment of M/s. K.G.
Goyal & Company, Cost Accountants, Jaipur (Firm

Registration No. 000017), as the Cost Auditors of the
Company for the financial year 2025-26. A resolution
seeking approval of the Shareholders for ratifying the
remuneration payable to the Cost Auditors for financial
year 2025-26 is provided in the Notice of the ensuing
Annual General Meeting.

The Company has maintained all necessary cost
records as specified under the Act and the Rules made
thereunder. The Cost Auditor shall submit their report
to the Board within the prescribed timelines.

C. SECRETARIAL AUDITORS

In accordance with Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Board of Directors has appointed M/s. B K Sharma
and Associates, Company Secretaries (Membership
No. 6206), as the Secretarial Auditors to conduct the
Secretarial Audit of the Company for the financial year
2024-25.

The Secretarial Audit Report issued by the Secretarial
Auditor for the year ended 31^st March, 2025 is annexed
to this Report as Annexure IV. The report confirms
that the Company has complied with all applicable
laws, rules, and regulations and does not contain
any qualification, reservation, adverse remark, or
disclaimer. The observations made in the Report
are self-explanatory and do not require any further
explanation.

Further, the Board of Directors on recommendation
of Audit Committee, at their meeting held on 29^th
May, 2025 has approved the appointment of M/s. B
K Sharma and Associates, Company Secretaries, as
the Secretarial Auditors of the Company for a period
of five consecutive financial years commencing from
the Financial Year 2025-26 to Financial Year 2029-30,
subject to the approval of shareholders at the ensuing
Annual General Meeting.

Annual Secretarial Compliance Report

As mandated under Regulation 24A of the SEBI Listing
Regulations, the Company shall obtain an Annual
Secretarial Compliance Report from M/s. B K Sharma
and Associates, Company Secretaries, for the financial
year 2024-25.

This report will certify compliance with all applicable
SEBI Regulations and circulars/guidelines issued
thereunder and has been filed with the Stock
Exchanges and also made available on the website

of the Company at https://sangamgroup.com/wp-
content/uploads/2025/06/SCR_2025.pdf.

REPORTING OF FRAUDS BY AUDITORS

In accordance with the provisions of Section 143(12) of the
Companies Act, 2013, it is hereby confirmed that during
the financial year under review, no instance of fraud has
been reported by the Statutory Auditors, Internal Auditors,
Cost Auditors or Secretarial Auditors of the Company to the
Audit Committee or the Board of Directors.

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

The Company maintains a strong commitment towards
providing a safe, respectful, and inclusive work environment,
particularly for women employees. In compliance with
the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013, the Company has adopted a formal Prevention of
Sexual Harassment (POSH) Policy, which is gender-neutral
in nature.

An Internal Complaints Committee (ICC) has been duly
constituted in accordance with the statutory provisions to
address complaints, if any, related to sexual harassment
at the workplace. The Committee operates with complete
autonomy and is responsible for investigating and
redressing grievances, ensuring due process.

During the financial year ended 31 ^st March, 2025, the
Company did not receive any complaint pertaining to
sexual harassment.

PARTICULARS OF REMUNERATION OF DIRECTORS /
KMP / EMPLOYEES

In compliance with the provisions of Section 197(12) of
the Companies Act, 2013, read with Rule 5(1) and Rule
5(2) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, a statement
containing the requisite details is annexed to this Report
as Annexure-V.

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

As required under Section 134(3)(m) of the Companies
Act, 2013, read with Rule 8(3) of the Companies (Accounts)
Rules, 2014, relevant details relating to the conservation
of energy, technology absorption, and foreign exchange
earnings and outgo are furnished in Annexure-VI, forming
part of this Board's Report.

The Company continuously strives to minimise its
environmental footprint by implementing energy-
efficient technologies, waste management practices, and
sustainable production methods, thereby reinforcing its
commitment to environmental stewardship and resource
optimisation.

INVESTOR RELATIONS

Your Company places high importance on maintaining
transparent and continuous engagement with its investors.
During the year under review, the Company actively
interacted with both domestic and global investors through:

• One-on-one meetings

• Group conference calls

• Post-results earnings calls

• Investor presentations and reports

These interactions were aimed at providing accurate and
timely disclosures about the Company's performance,
strategy, and outlook. The transcripts and recordings of
these sessions are made available on the Company's
website under the "Press Release" section at:
https://sangamgroup.com/investors-handbook/.

PREVENTION OF INSIDER TRADING

The Board has adopted a Code of Conduct to Regulate,
Monitor and Report Trading by Designated Persons, in
accordance with the SEBI (Prohibition of Insider Trading)
Regulations, 2015 ("SEBI PIT Regulations") and concerned
persons, while in possession of UPSI and during the
Closure of trading windows.

The Code is designed to:

• Preserve confidentiality of unpublished price-
sensitive information (UPSI),

• Prevent misuse of such information,

• Regulate trading in the Company's securities by
designated persons and their immediate relatives
and concerned persons, while in possession of UPSI
and during the Closure of trading windows.

The Code of Conduct is published on the Company's
website at: https://sangamgroup.com/financials/Policies/
Code_Conduct_regulate_report_Designated_Persons.pdf.

Code of Practices and Procedures for Fair Disclosure of
UPSI, including a policy for determination of ‘legitimate
purposes', has also been adopted by the Board of Directors
and is available at: https://sangamgroup.com/financials/
Policies/Code_UPSI_Disclosure.pdf.

GENERAL DISCLOSURES

Your Directors further confirm that during the financial
year ended 31^st March, 2025, there were no transactions or
events requiring disclosure or reporting under the following
headings:

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

b) Significant and material orders passed by Regulators,
Courts, or Tribunals which may impact the going
concern status of the Company or its future operations;

c) Applications made or proceedings pending under
the Insolvency and Bankruptcy Code, 2016 (IBC), and
the status of such applications as at the end of the
financial year.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under clause (c) of sub-section
(3) of Section 134 of the Companies Act, 2013, the Board of
Directors hereby confirms and states that:

1. In the preparation of the annual financial statements
the Company has followed the applicable accounting
standards along with providing necessary explanations
and disclosures relating to any material departures, if
any;

2. They have selected and applied accounting policies
consistently and made judgments and estimates that
are prudent and reasonable so as to give a true and
fair view of the Company's state of affairs as on 31^st
March, 2025 and of the profit for the financial year
ended on that date;

3. They have taken proper and sufficient care to ensure
the maintenance of adequate accounting records
as required under the Companies Act, 2013, for
safeguarding the assets of the Company and for
preventing and detecting frauds and other irregularities;

4. The annual accounts have been prepared on a going
concern basis, reflecting the Company's continued
operational viability and future prospects;

5. They have laid down internal financial controls to
be followed by the Company and such controls are
adequate and have been operating effectively during
the year; and

6. They have devised proper systems to ensure
compliance with the provisions of all applicable laws
and such systems are adequate and are operating
effectively.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the
financial year ended 31 ^st March, 2025, as required under
the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, forms an integral part of this Annual
Report and is presented separately to provide insights into
the Company's business performance, industry outlook,
risks, opportunities, and future strategies.

LISTING OF SHARES

The equity shares of the Company continue to be listed on
the following Stock Exchanges:

• BSE Limited (BSE)

• National Stock Exchange of India Limited (NSE)

The listing fees for the financial year 2025-26 have been
duly paid to these Exchanges within the prescribed time.

DIVIDEND DISTRIBUTION POLICY

In compliance with Regulation 43A of the Securities and
Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Company has
formulated a Dividend Distribution Policy aimed at ensuring
transparency, sustainability, and fairness in dividend
declarations.

The Dividend Distribution Policy is available on the
Company's website and can be accessed at: https://
sangamgroup.com/financials/Policies/distrubution.pdf.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT(BRSR)

In accordance with Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015, the Company has prepared and presented the
Business Responsibility and Sustainability Report (BRSR)
for the financial year 2024-25.

The BRSR highlights the Company's performance on various
environmental, social, and governance (ESG) parameters
and reflects its commitment to sustainable and responsible
business practices. The report forms part of this Annual
Report.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Companies
Act, 2013 read with the Companies (Management and
Administration) Rules, 2014, the Annual Return of the
Company for the financial year 2024-25, in the prescribed
format, is available for inspection and can be accessed
on the Company's website at: https://sangamgroup.com/
investors-handbook/.

ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere
appreciation for the continued support, assistance, and
cooperation extended by the Company's customers,
vendors, financial institutions, banks, government
authorities, and all other stakeholders during the year
under review.

The Directors also acknowledge and appreciate the
dedicated efforts and commitment of the Company's
employees at all levels, whose hard work and perseverance
have been instrumental in the Company's sustained growth
and performance.

For and on behalf of the Board of Directors

R.P. Soni

Place: Bhilwara Chairman

Date: 29^th May, 2025 (DIN: 00401439)