2. (A) FINANCIALS:

Revenue from operations for the year ended 31^st March, 2026 aggregated to 12,396.7 Crores as against 12,533.9 Crores achieved during the previous year. Proft after tax for the year ended 31^st March, 2026 was 1290.3 Crores as against 1140.9 Crores earned during the previous year.

For Subsidiary Companies' performance please refer to Annexure II.

On a Consolidated basis, your Company's Total Income for the year ended 31^st March, 2026 stood at 19,866.4 Crores, as compared to 13,379.0 Crores for the year ended 31^st March, 2025.

During the year under review, your Company has delivered a robust financial and operational performance on Revenue and EBITDA margins. The group has business EBITDA of 1579 Crores during the current financial year compared to 1402 Crores in previous year.

(B) EXPORTS:

Your Company continues to focus on export markets. Initiatives are directed towards engaging with overseas markets with a view to testing and demonstrating international competitiveness and seeking profitable opportunities for growth. Your Company continues to remain watchful towards international geographies considering ongoing geo-political issues.

(C) OPERATIONS:

Information on the operations of the Company and details on state of affairs of the Company are covered in the Management Discussion and Analysis Report.

(D) CAPACITY EXPANSION:

During the Financial Year 2025-26, the Company continued its expansion plans and has incurred capex spend of 129.0 Crores during the year under review. This capital expenditure is primarily aimed at augmenting production capacities at Roha and Mahad facilities.

(E) ACQUISITION OF GLOBAL PIGMENT BUSINESS OPERATIONS OF HEUBACH GROUP AND UPDATE ON OPEN OFFER CONSEQUENT TO ACQUISITION

Sudarshan Europe B.V., Wholly Owned Subsidiary of the Company ("SEBV") had entered into a definitive agreement on 11^th October, 2024 for the acquisition of Global Pigment Business Operations of Heubach Group through a combination of an asset and share deal, subject to completion of customary conditions and receipt of requisite regulatory approvals. The said acquisition was completed on 3^rd March, 2025 for a preliminary purchase consideration of approx. 11,389.90 Crores.

The acquisition comprised of the acquisition of (a) Assets and business operations of (i) Heubach Colorants Germany GmbH, (ii) Heubach GmbH (iii) Dr. Hans Heubach GmbH and (iv) Heubach Group GmbH and participations held by Sudarshan Switzerland HLD1 AG (formerly known as Heubach Holding Switzerland AG) in downstream Group Companies in various countries; and (b) 100% shareholding of Sudarshan Lux Holding S.a.r.l (formerly known as Heubach Holding S.a.r.l) a Luxemburg based Heubach Group Company having investments in shareholding of companies based in India and USA. The said acquisition was funded by combination of equity and debt.

Pursuant to the acquisition related agreements, the acquisition of assets, business operations and shares were interdependent and were executed together to acquire the entire business operations of the Heubach Group. This acquisition was a strategic move aimed at consolidating market expertise and expanding global reach in the pigment industry.

Subsequent to the said acquisition, and pursuant to the applicable provisions of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, (hereinafter "SEBI (SAST) Regulations") SEBV (hereinafter the "Acquirer"), along with the Company (designated as "PAC-1"), Sudarshan Switzerland HLD1 AG (formerly known as Heubach Holding Switzerland AG, designated as "PAC-2"), and Sudarshan Switzerland HLD2 AG (formerly known as Heubach EBITO Chemiebeteiligungen AG, designated as "PAC-3"), (Collectively to be referred as "PACs") was mandatorily required to make an open offer to acquire up to 60,01,268 fully paid-up equity shares of Sudarshan Colorants India Limited (formerly known as Heubach Colorants India Limited) (the "Target Company") at an offer price

of 1602.03 per equity share (the "Open Offer") aggregating upto 1361.0 Crores (approximately).

In connection with the Open Offer, the Acquirer along with the PACs completed the dispatch of the Letter of Offer dated 1^st September, 2025, to the eligible shareholders of the Target Company on 3^rd September, 2025. The tendering period, during which eligible shareholders of the Target Company were eligible to participate in the Open Offer by tendering their shares at the offer price of 1602.03 per equity share of the Target Company, was open from 11^th September, 2025 upto 24^th September, 2025.

O n 3^rd October, 2025, 36,68,036 shares (15.89%) were acquired by the Acquirer in the said Open Offer against which an amount of 1220.83 Crores (approximately) was paid to the Shareholders of the Target Company through Open Offer Escrow Account maintained with the Bank. Post the Open Offer, the Company indirectly holds 1,62,16,847 shares (70.25%) of the Target Company through the Acquirer, PAC-2 and PAC-3.

(F) HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARY / ASSOCIATE / JOINT VENTURE COMPANIES:

Shareholders are requested to refer Annexure II for highlights of performance of the subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company during the year under review.

As on 31^st March, 2026, the Company has 56 subsidiaries (including step-down subsidiaries) and 2 joint venture companies. Pursuant to Rule 8(5)(iv) of the Companies (Accounts) Rules, 2014, the names of the companies which have been incorporated or ceased to be the subsidiaries, or associate companies during the year under review are provided in Annexure II.

3. DIVIDEND

The Board of Directors at its meeting held on 25^th July, 2025, had recommended a Final Dividend of 14.50/-(Rupees Four and Fifty Paise only) per Equity Share of 12.00/- each (i.e. 225%), which was declared by the shareholders at the 74^th Annual General Meeting held on 29^th September, 2025. The Final Dividend was paid to the eligible shareholders within the statutory timelines.

The Board of Directors at its meeting held on 25^th May, 2026, recommended Final Dividend of 15.00/-(Rupees Five only) per Equity Share of 12.00/- each (i.e. 250%), for the Financial Year 2025-26, which shall be paid within statutory timelines after declaration

of the Dividend at the ensuing 75^th Annual General Meeting i.e., on or before 8^th September, 2026.

In terms of provisions of the Income Tax Act, 1961, as amended by the Income Tax Act, 2025, dividend paid or distributed by the Company shall be fully taxable in the hands of Shareholders at their applicable slab rates. Accordingly, the Company shall make the payment of Final Dividend after deduction of tax at source (TDS). There will be no Dividend Distribution Tax (DDT) payable by the Company. The dividend, if declared, will be taxable in the hands of the shareholders subject to TDS at the applicable rates. The TDS rate would vary depending on the residential status of the shareholders and the documents submitted by them and accepted by the Company.

The dividend payout is in accordance with the Dividend Distribution Policy of the Company. The Dividend Distribution Policy is provided as Annexure III to this Report, and is also available on the website of the Company at https://www.sudarshan.com/investor/ company-policies-sudarshan/

4. (A) SHARE CAPITAL:

During the Financial Year 2025-26, there was no public issue, rights issue, bonus issue, issue of shares with differential voting rights or issue sweat equity shares. However, following changes in the Share Capital occurred during the period under review.

Allotment of Equity Shares under Sudarshan Employee Stock Option Plan, 2018

During the Financial Year 2025-26, the Company made allotments of employee stock options ("ESOPs") under the Sudarshan Employee Stock Option Plan, 2018 in the following manner:

Pursuant to these allotments, as on 31^st March, 2026, the total issued capital of the Company increased from 115.71 Crores comprising 7,85,73,385 shares to 115.72 Crores comprising 7,86,12,436 shares, and the total paid-up capital increased from 115.71 Crores comprising 7,85,72,885 shares to 115.72 Crores comprising 7,86,11,936 shares.

Further, subsequent to Financial Year 2025-26, on 27^th April, 2026, the Company made allotment of 15,640 ESOPs. As a result, the total issued capital of the Company increased from 115.72 Crores comprising of 7,86,12,436 shares to

115.73 Crores comprising of 7,86,28,076 shares and the total paid-up capital increased from

115.72 Crores comprising of 7,86,11,936 shares to

115.73 Crores comprising of 7,86,27,576 shares.

Fund Raising through Preferential Issue

During the Financial Year 2024-25, on 13^th December, 2024, the Company made preferential allotment of 9,80,000 Warrants each convertible into or exchangeable for 1 (One) fully paid-up Equity Share of face value of 12.00/- each to Mr. Rajesh Rathi, Chairman and Managing Director and member of the Promoter and Promoter Group at a conversion price of 11,019.75/- per Warrant (including a premium of 11,017.75/- per Warrant), pursuant to the provisions of Chapter V of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("SEBI ICDR Regulations").

In accordance with the terms of issue and as per the provisions of SEBI ICDR Regulations, 25% of issue price amounting to 12,498 Lakh (approximately) was received by the Company at the time of subscription and allotment of the said Warrants as initial payment and balance 17,495 Lakh (approximately) will be received at the time of conversion of the said Warrants into equivalent number of Equity Shares within a period of 18 months from the date of allotment of the Warrants viz., 13^th December, 2024. As on 31^st March, 2026, the said Warrants have not been converted into Equity Shares.

(B) NON - CONVERTIBLE DEBENTURES:

Based on the approval of the Board including its Committees and Shareholders, the Company made allotment of 990 (Nine Hundred and Ninety only) Unsecured, Rated, Listed, Taxable, Redeemable, Non-Convertible Debentures ("NCDs") with face value of 110,00,000/- each on private placement basis on 18^th July, 2022 and which were listed on the Wholesale Debt Market Segment of BSE Limited.

During the Financial Year 2025-26, on 18^th July, 2025 the said NCDs were redeemed in full. All the statutory formalities have been duly complied with. Therefore, as on 31^st March, 2026, the Company has no outstanding debt securities.

(C) EMPLOYEE STOCK OPTION:

The Company grants share-based benefits to eligible employees with a view to attracting and retaining talent, to encourage employees to align individual performance with the Company objectives and to promote their increased participation in the growth of the Company.

"Sudarshan Employee Stock Option Plan 2018 ("Sudarshan ESOP Plan 2018 / Plan")" and "Sudarshan Employee Stock Option Scheme 2018 ("Sudarshan ESOP Scheme 2018 / Scheme")" were approved based on the approvals accorded by the Nomination and Remuneration Committee and Board of Directors dated 27^th June, 2018 and approval accorded by the Shareholders at the 67^th Annual General Meeting held on 9^th August, 2018. The Plan and Scheme were introduced pursuant to provisions of SEBI (Share Based Employee Benefits) Regulations, 2014.

In 2021, SEBI introduced new Regulations viz. SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, for regulating the ESOP Schemes. Therefore, an approval of Shareholders at the 73^rd Annual General Meeting held on 2^nd August, 2024 for making consequential amendments / changes for implementation of Sudarshan ESOP Plan 2018 was obtained in terms of the aforesaid SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

During the year under review, the Nomination and Remuneration Committee, at its meetings held on 22^nd April, 2025 and 29^th August, 2025, approved vesting of ESOPs to the eligible employees of the Company as per Sudarshan ESOP Plan 2018 and in line with the vesting criteria approved by the Committee. During the year under review, the Committee did not approve any options / Stock Appreciation Rights ("SARs") to eligible employees.

During the Financial Year 2025-26, there were no material changes in the Sudarshan ESOP Plan 2018 and the same is in compliance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021.

M/s. J. B. Bhave & Co., Company Secretaries, Secretarial Auditor of the Company has reviewed and certified that the Schemes of the Company have been implemented in accordance with the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 and the resolutions passed by the Members for the respective Schemes. Copy of the compliance certificate is available on the website of the Company at https://www.sudarshan.com/investor/company-policies-sudarshan/ and the same shall be placed at the ensuing AGM for inspection by the Members.

Disclosures pursuant to SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 are given in the Notes to Accounts section of this Annual Report.

(D) RECLASSIFICATION UNDER

REGULATION 31A OF SEBI LISTING REGULATIONS, 2015:

Mr. Anuj Narayandas Rathi (5,447,620 equity shares held i.e. 6.93%), Mr. Narayandas Jagannath Rathi (437,650 equity shares held

i.e. 0.56%), Mrs. Archana Anuj Rathi (nil equity shares held), Anuj Narayandas Rathi (HUF) (nil equity shares held) and NJR Finance Private Limited (nil equity shares held), belonging to the category of "Promoter and Promoter Group" of the Company, had each vide requests for reclassification dated 14^th February, 2025 under Regulation 31A of SEBI Listing Regulations, 2015 requested the Company for reclassification to the "Public" category. The Board of Directors at its meeting held on 14^th February, 2025 considered the aforesaid requests and were of the view that the aforesaid requests made were in compliance with the provisions of Regulation 31A of SEBI Listing Regulation, 2015. The Company received no objection / approval letters from the Stock Exchanges on 4^th April, 2025. Further, approval of the Shareholders by way of an Ordinary Resolution through Postal Ballot was accorded on 24^th May, 2025. Accordingly, Mr. Anuj Narayandas Rathi, Mr. Narayandas Jagannath Rathi, Mrs. Archana Anuj Rathi, Anuj Narayandas Rathi (HUF) and NJR Finance Private Limited (collectively holding 5,885,270 equity shares i.e. 7.49%) had been reclassified from "Promoter and Promoter Group" category to "Public" category effective 24^th May, 2025.

Mr. Pradeep Ramwilas Rathi (3,424,740 equity shares held i.e. 4.36%), Mr. Rahul Pradeep Rathi (3,023,859 equity shares held i.e. 3.85%) and Mrs. Subhadra Pradeep Rathi (nil equity shares held), belonging to the category of Promoter and Promoter Group"of the Company, had each vide requests for reclassification dated 29^th May, 2025 under Regulation 31A of SEBI Listing Regulations, 2015 requested the Company for reclassification to the "Public" category. The Board of Directors at its meeting held on 29^th May, 2025 considered the aforesaid requests and were of the view that the aforesaid requests made were in compliance with the provisions of Regulation 31A of SEBI Listing Regulation, 2015. The Company received no objection / approval letters from the Stock Exchanges on 15^th July, 2025. Further, approval of the Shareholders by way of an Ordinary Resolution through Postal Ballot was accorded on 6^th September, 2025. Accordingly, Mr. Pradeep Ramwilas Rathi, Mr. Rahul Pradeep Rathi and Mrs. Subhadra Pradeep Rathi (collectively holding 6,448,599 equity shares i.e. 8.21%) had been reclassified from "Promoter and Promoter Group" category to "Public" category effective 6^th September, 2025.

5. TRANSFER TO RESERVE:

As permitted by the Companies Act, 2013, and Rules made thereunder, the Directors do not propose to transfer any amount to the General Reserve pertaining to Financial Year 2025-26.

6. FIXED DEPOSITS:

During the year under review, the Company has not accepted any deposit from the public / members pursuant to Section 73 and Section 76 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014, as amended from time to time, and hence as on 31^st March, 2026, no amount of deposit remains outstanding.

7. DIRECTOR'S RESPONSIBILITY STATEMENT:

As required under Section 134(3)(c) of the Companies Act, 2013, Directors of the Company, to the best of their knowledge and belief with respect to Financial Year 2025-26, state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed with proper explanation relating to material departures;

ii. the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of Financial Year and of the profit and loss of the Company for that period;

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the Directors have prepared the annual accounts on a going concern basis;

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

8. CORPORATE GOVERNANCE:

Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations, 2015") a separate chapter titled 'Report

on Corporate Governance' has been included in this Annual Report, along with the reports on the Management Discussion and Analysis and General Shareholder Information.

All the Board members and Senior Management Personnel have affirmed compliance with the Code of Conduct for Directors and Senior Management Personnel of the Company for the Financial Year ended 31^st March, 2026. A declaration to this effect signed by the Managing Director of the Company is contained in this Annual Report.

The Managing Director and Chief Financial Officer have certified to the Board with regard to the financial statements and other matters as specified under the SEBI Listing Regulations, 2015.

A certificate from a Practising Company Secretary regarding compliance with the conditions of corporate governance is given separately in this Annual Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A Management Discussion and Analysis Report covering a wide range of issues relating to industry trends, Company Performance, Business and Operations is given separately in the Annual Report.

10. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

In terms of Regulation 34(2) of the SEBI Listing Regulations, 2015, as amended, and as per SEBI circulars issued from time to time, the Company has included Business Responsibility and Sustainability Report ("BRSR") for the Financial Year 2025-26 in the prescribed format as part of this Annual Report.

11. CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES:

All transactions entered into with related parties during the Financial Year were in the ordinary course of business and at arm's length basis, which were approved by the Audit Committee. The Board has approved a policy for related party transactions which is available on the Company's website at https:// www.sudarshan.com/investor/company-policies-sudarshan/

The particulars of contracts or arrangements made with related parties pursuant to Section 188 of the Companies Act, 2013, is covered in Notes to the Financial Statements and material contracts / arrangements made with related parties is given in Form AOC-2 which is attached as Annexure IV to this report. None of the transactions with any of the related parties were in conflict with the interest of the Company. Attention of the members is drawn to the

disclosure set out in Notes to Financial Statements forming part of the Annual Report.

The particulars of loans / advances / investments, etc., required to be disclosed pursuant to Para A of Schedule V of SEBI Listing Regulations, 2015, are furnished as a part of the Financial Statements.

The transaction(s) of the Company with any person or entity belonging to the promoter / promoter group which hold(s) more than 10% shareholding in the Company as required pursuant to Para A of Schedule V of the SEBI Listing Regulations, 2015 is disclosed separately in the Financial Statements of the Company.

Prior omnibus approvals are granted by Audit Committee for Related Party Transactions which are of repetitive nature, entered in the ordinary course of business and are on arm's length basis.

There were no Material Related Party Transactions entered into by the Company or its subsidiaries

During the Financial Year 2025-26, the following changes took place in the composition of the Audit Committee:

1. Mr. Apurva Chandra, Mr. Amitabha Mukhopadhyay and Mr. Sanjay Asher were appointed as Members of the Audit Committee effective close of business hours on 12^th November, 2025.

2. Mr. Naresh Raisinghani ceased as a Member of the Audit Committee effective close of business hours on 12^th November, 2025 and was again re-inducted as a Member of the Committee effective 19^th February, 2026.

All recommendations made by the Audit Committee were deliberated and accepted by the Board during the Financial Year 2025-26.

Details of composition of the Committee are also available on website of the Company at https:// www.sudarshan.com/investor/company-policies-sudarshan/

14. OTHER COMMITTEES OF THE BOARD

The following Committees constituted by the Board to effectively cater its duties towards diversified role

requiring approval of the Members of the Company in terms of Regulation 23 of the SEBI Listing Regulations, 2015 and Section 188 of the Companies Act, 2013.

12. NUMBER OF MEETINGS OF THE BOARD:

During the year under review, 6 (Six) Board meetings were held. The details of the meetings held and attended by the Directors during the Financial Year 2025-26 are provided in Report on Corporate Governance.

13. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Companies Act, 2013, and Rules made thereunder and Regulation 18 of the SEBI Listing Regulations, 2015, the Company has in place an Audit Committee.

As on 31^st March, 2026, the Audit Committee of the Board consisted of the following Directors: under the Companies Act, 2013 and the SEBI Listing Regulations, 2015:

1. Nomination and Remuneration Committee

2. Stakeholders' Relationship Committee

3. Risk Management Committee

4. Corporate Social Responsibility Committee

Details of composition, terms of reference and number of meetings held in Financial Year 2025-26 for the aforementioned committees are given in the Report on Corporate Governance, which forms part of this Report.

15. CORPORATE SOCIAL RESPONSIBILITY:

The Company has in place a Corporate Social Responsibility ("CSR") Committee constituted as per the provisions of Section 135 of the Companies Act, 2013, and Rules made thereunder, details of which are mentioned in the Report on Corporate Governance forming part of this Annual Report. The Company has been carrying out various CSR activities in the areas specified in terms of Section 135 read with Schedule VII of the Companies Act, 2013, and Rules made

thereunder. The details of CSR activities undertaken by the Company are annexed herewith as Annexure V. The CSR Policy of the Company is available on the Company's website at https://www.sudarshan.com/ investor/company-policies-sudarshan/

CSR Policy in brief: The focus of CSR activities is on women empowerment, environment, health, community development, and education etc., and the projects are planned and implemented accordingly.

The Company shall spend at least 2% (two per cent) of the average net profits, calculated in accordance with the provisions of the Companies Act, 2013, and Rules made thereunder, made by it in the three immediately preceding financial years. The Annual Report on CSR activities is annexed herewith as Annexure V.

16.RISK MANAGEMENT AND CONTROL:

The Company has put in place appropriate risk assessment and minimisation procedures, which are reviewed by the Risk Management Committee, Audit Committee and the Board. As per the requirements of SEBI Listing Regulations, 2015, a Risk Management Committee has been constituted with responsibility of preparation of Risk Management Plan, reviewing and monitoring the same on regular basis, to identify and review critical risks on regular basis, to report key changes in critical risks to the Board on an ongoing basis, to report critical risks to Audit Committee in detail on yearly basis and such other functions as may be prescribed by the Board. The Committee is supported by an Enterprise Risk Management ("ERM") team which provides advice on various risks and the appropriate governance framework and ensures that risks are identified, measured and managed in accordance with the Company's policies and risk objectives. The Committee holds meetings periodically where gap between two meetings does not exceed 210 days and that at least two meetings are held in a Financial Year. The risks faced by the Company and their minimization procedures are assessed periodically.

According to Section 134(5)(e) of the Companies Act, 2013, and Rules made thereunder, the term Internal Financial Control ("IFC") means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Company has a well-placed, proper and adequate internal financial control system which ensures that all assets are safeguarded and protected and that the transactions are authorised, recorded and reported correctly. The Company's internal financial control system also comprises due compliances with Company's policies and Standard Operating Procedures ("SOPs")

18. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the Financial Year 2025-26, the following changes took place in the composition of Board of Directors:

a. Mr. Ashish Vij (DIN:08140194), Whole-Time Director, was liable to retire by rotation, and being eligible, had offered himself for the re-appointment at the 74^th Annual General Meeting held on 29^th September, 2025. Based on the recommendation of the Nomination and Remuneration Committee and Board of Directors, approval of Shareholders was accorded at the 74^th Annual General Meeting for re-appointment of Mr. Ashish Vij as a Whole-Time Director, liable to retire by rotation.

b. Mr. Pradeep Rathi (DIN:00018577) resigned as a Chairman and Non-Executive and NonIndependent Director of the Company effective close of business hours on 29^th May, 2025.

c. The Board, at its meeting held on 29^th May, 2025, appointed Mr. Rajesh Rathi (DIN:00018628) as a Chairman, in addition to his current role as a Managing Director, effective close of business hours on 29^th May, 2025.

d. Mrs. Shubhalakshmi Panse (DIN:02599310), ceased as a Non-Executive and Independent Director effective close of business hours on 13^th August, 2025, on account of completion of her second term as an Independent Director of the Company.

e. Based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on 23^rd September, 2025, approved appointments of Mr. Apurva Chandra (DIN:02531655) and Mr. Rajendra Mariwala (DIN:00007246) as an Independent Directors (Additional) and of Mr. Amitabha Mukhopadhyay (DIN:01806781) as a Non-Executive and NonIndependent Director (Additional), liable to retire by rotation, effective 1^st October, 2025. Further, based on the recommendation of the Nomination and Remuneration Committee, the Board at its meeting held on 12^th November, 2025 approved appointment of Mr. Sanjay Asher (DIN:00008221) as a Non-Executive and NonIndependent Director (Additional), liable to retire by rotation, effective close of business hours on 12^th November, 2025. All these appointments were approved by the Shareholders on 25^th December, 2025 by way of Postal Ballot.

As per the provisions of Section 152 of the Companies Act, 2013, and Rules made thereunder and as per the Articles of Association of the Company and based on the recommendations of the Nomination

and Remuneration Committee (NRC) and Board of Directors, for the Financial Year 2025-26, Mr. Amitabha Mukhopadhyay (DIN:01806781) a Non-Executive and Non-Independent Director of the Company, retires by rotation and being eligible, offers himself for reappointment. A resolution seeking Shareholders' approval for his re-appointment forms part of Notice of the 75^th Annual General Meeting.

During the year under review, the Non-Executive Directors of the Company had no material pecuniary relationship or transactions with the Company, other than sitting fees, commission, if any and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board / Committee of the Company.

The Board has made the recommendation for the above appointment(s) / re-appointment(s) of Director(s) based on the recommendation of NRC. The NRC has made its recommendation after ensuring that none of the Director(s) seeking appointment(s) / re-appointment(s) is debarred from holding the position of a Director by virtue of any Order from SEBI, The Ministry of Corporate Affairs ("MCA") or any other Regulatory Authority.

The Board is of the opinion that the Independent Directors appointed / re-appointed / proposed to be appointed, as the case may be, are of integrity and possess the requisite expertise and experience (including the proficiency). Details of the Director(s) seeking appointment(s) / re-appointment(s) including profile of such Director(s), are given in the Notice convening the 75^th Annual General Meeting of the Company.

KEY MANAGERIAL PERSONNEL:

In accordance with the provisions of Section 203 of the Companies Act, 2013, and Rules made thereunder, following are the Key Managerial Personnel of the Company for the year ended 31^st March, 2026:

a. Mr. Rajesh Rathi, Chairman and Managing Director (Mr. Rajesh Rathi was appointed as a Chairman effective close of business hours on 29^th May, 2025, in addition to his current role of Managing Director)

b. Mr. Ashish Vij, Wholetime Director

c. Mr. Nilkanth Natu, Chief Financial Officer

d. Mr. Mandar Velankar, General Counsel and Company Secretary

19. DECLARATION BY INDEPENDENT DIRECTORS:

Pursuant to the provisions of Section 149 of the Companies Act, 2013, the Independent Directors have submitted declaration that each of them meets the

criteria of independence as provided in Section 149(6) of the Companies Act, 2013 along with Rules framed thereunder and Regulation 16(1)(b) of SEBI Listing Regulations, 2015.

The Independent Directors have also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. There has been no change in the circumstances affecting their status of Independent Directors of the Company. The Independent Directors have also given declaration in compliance with Rule 6(1) and 6(2) of the Companies (Appointment and qualification of Directors) Rules, 2014, as amended from time to time, with respect to their name appearing in the data bank of Independent Directors maintained by 'The Indian Institute of Corporate Affairs, Manesar' ("IICA") and that they are exempt / have cleared the Online Proficiency Assessment Test, as applicable.

In the opinion of the Board, all Independent Directors possess requisite qualifications, experience, expertise and hold high standards of integrity required to discharge their duties with an objective independent judgment and without any external influence. List of key skills, expertise and core competencies of the Board, including the Independent Directors forms part of the Report on Corporate Governance.

The Board has also laid down a Code of Conduct for Independent Directors pursuant to Section 149(8) read with Schedule IV of the Companies Act, 2013 which is a guide to professional conduct for Independent Directors of the Company. All Independent Directors have affirmed compliance with this Code for the Financial Year 2025-26.

Annual Evaluation of Board of Directors, its Committees and Individual Directors:

The Board of Directors upon recommendation of the Nomination and Remuneration Committee has laid down the criteria for performance evaluation of Board of the Company, its Committees and the individual Board members, including Independent Directors, and accordingly, an annual evaluation of the performance of the Board, Committees and individual Directors has been carried out pursuant to the provisions of the Companies Act, 2013 and SEBI Listing Regulations, 2015.

The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc.

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

The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on 5^th January, 2017.

In a separate meeting of Independent Directors held on 13^th March, 2026, the performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of Executive and NonExecutive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

At separate meetings of Nomination and Remuneration Committee and Board, the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated. The Directors were satisfied with the evaluation results, which reflected the overall commitment and sense of duty. The Board has also adopted a Board Diversity Policy. The policies of Board diversity and performance evaluation of Directors of the Company can be accessed from the company's website at https:// www.sudarshan.com/investor/company-policies-sudarshan/

20.INDUSTRIAL RELATIONS:

Industrial relations continue to remain cordial at Roha and Mahad plants and at R&D Laboratory situated at Ambadvet (Sutarwadi), Dist. Pune. The Board of Directors records its appreciation of the commitment and support of employees at all levels.

21. FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS:

The Company believes that a Board, which is well informed / familiarised with the Company and its affairs, can contribute significantly and effectively discharge its role of trusteeship in a manner that fulfils stakeholders' aspirations and societal expectations. In pursuit of this, the Directors of the Company are

updated on changes developments in the domestic / global corporate and industry scenario including those pertaining to statutes / legislations and economic environment and on matters affecting the Company. The details of the programmes are placed on the website at https://www.sudarshan.com/investor/ company-policies-sudarshan/

22.DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013:

Pursuant to the provisions of 'The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013', the Company has complied with the provisions relating to the constitution of the Internal Complaints Committee under the said Act. During the year under review, no complaint was received by the Internal Complaints Committee of the Company. To build awareness amongst its employees, the Company has been conducting induction/training programmes in the organisation on a continuous basis.

The Company has the Policy on Prevention of Sexual Harassment at Workplace which is available on the website of the Company at https://www.sudarshan. com/investor/company-policies-sudarshan/

Pursuant to the provisions of 'The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013', Annual Report for Calendar Year 2025 was submitted for all locations of the Company within the statutory timelines.

Further, below is the status of complaints received under 'The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013:

23.AUDITORS AND AUDITORS' REPORT:

Pursuant to the provisions of Section 139 and 142 of the Companies Act, 2013, and Rules made thereunder M/s. S R B C & CO LLP (Firm Registration No.: 324982E/ E300003), Chartered Accountants, Pune, were appointed as Statutory Auditors of the Company for a term of 5 (Five) years i.e. from the conclusion of 71^st

Annual General Meeting upto the conclusion of the 76^th Annual General Meeting to be held in year 2027.

The notes on the Audited Financial Statements referred to in the Auditor's Report are selfexplanatory and hence do not call for any further comments. The Auditor's Report on Standalone and Consolidated Financial Statements does not contain any qualifications, reservations, adverse remarks or disclaimer.

24.COST AUDITORS:

Pursuant to Section 148 of the Companies Act,2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board has appointed Mrs. Ashwini Kedar Joshi (Sole Proprietor), Cost Accountant, Pune (Registration No.: 102387) for conducting the cost audit of the Company for Financial Year 2026-27.

Mrs. Joshi has confirmed that her appointment is within the limits of Section 141(3)(g) of the Companies Act, 2013, and Rules made thereunder, and has also certified that she is free from any disqualifications specified under Section 141(3) and proviso to Section 148(3) read with Section 141(4) of the Companies Act, 2013 and Rules made thereunder.

As required under the Companies Act, 2013, the remuneration payable to the Cost Auditor is required to be ratified by the Shareholders of the Company. Accordingly, resolution seeking Shareholders' ratification for remuneration to be paid to Cost Auditor is included in the Notice convening the 75^th Annual General Meeting.

Further, the Board hereby confirms that the maintenance of cost records specified by the Central Government as per Section 148(1) of the Companies Act, 2013, and Rules made thereunder, is required and accordingly, such accounts / records have been made and maintained.

The Cost Auditors' Report for the Financial Year 202526 did not contain any qualifications, reservations, adverse remarks or disclaimer.

25.SECRETARIAL AUDIT AND SECRETARIAL STANDARDS:

In terms of Regulation 24A of SEBI Listing Regulations, 2015, as amended from time to time and Section 204 of the Companies Act, 2013, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, at the 74^th Annual General Meeting held on 29^th September, 2025, the Shareholders approved the appointment of M/s. J. B. Bhave & Co., Practising Company Secretaries, a peer reviewed firm (Peer Review Certificate No. 1238/2021

and UIN S1999MH025400) as the Secretarial Auditor of the Company for a period of five consecutive years commencing from the Financial Year 2025-26 till the Financial Year 2029-30. The Secretarial Audit Report submitted in the prescribed form MR - 3 is attached as Annexure VI and forms part of this report.

The Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimer.

Secretarial Audit Report of Material Unlisted Subsidiary

Pursuant to Regulation 24A of SEBI Listing Regulations, 2015, a listed company is required to annex the Secretarial Audit Report of its material subsidiary situated in India to its Annual Report. The Secretarial Audit Report of Sudarshan Colorants India Limited (formerly known as Heubach Colorants India Limited) and Sudarshan Gujarat MFG Private Limited (formerly known Heubach Colour Private Limited), material Subsidiaries of the Company for the Financial Year 2025-26, in the prescribed form MR-3 has been annexed to this Report as Annexure-VI as per SEBI Listing Regulations, 2015.

The Secretarial Audit of Sudarshan Colorants India Limited (formerly known as Heubach Colorants India Limited) was conducted by Mr. Jayavant Bhave, Proprietor J. B. Bhave & Co. Company Secretaries, (FCS No. 4266, C. P. No. 3068) Pune and Secretarial Audit of Sudarshan Gujarat MFG Private Limited (formerly known as Heubach Colour Private Limited) was conducted by M/s. Rajesh Karunakaran & Co., Practising Company Secretary, (FCS: 7441, CP No. 6581) Pune, as the Secretarial Auditors of these respective material subsidiaries for the Financial Year 2025-26. The said Reports do not contain any qualification, reservation, adverse remark or disclaimer.

The Company is compliant with the Secretarial Standard on Meetings of the Board of Directors ("SS-1") and Secretarial Standard on General Meetings ("SS-2"), issued by 'The Institute of Company Secretaries of India' ("ICSI").

26.INTERNAL AUDITORS:

PricewaterhouseCoopers Services LLP, Chartered Accountants, Pune, were appointed as Internal Auditors of the Company for the Financial Year 2025-26. As prescribed under Section 138 of the Companies Act, 2013, and Rules made thereunder, PricewaterhouseCoopers Services LLP carried out the Internal Audit of the Company. An action taken report containing significant audit observations /suggestions and corrective actions are periodically presented to

29.RESEARCH AND DEVELOPMENT:

The Company recognizes the need to have well equipped Research & Development ("R&D") facilities to meet customer requirements and developing cutting edge products. As a natural corollary, your Company continues to invest in a comprehensive R&D Programme leveraging its world-class infrastructure, benchmarked processes, state-of-the-art technology and a business focused R&D strategy.

The Company has spent 132.5 Crores during the year under review on R&D. Company's in-house R&D facilities are recognised by The Ministry of Science and Technology, New Delhi, on behalf of The Government of India.

Details related to Research and Development are mentioned in Annexure I to this Report.

Details of Expenditure incurred on Research and Development are as follows:

30.DISCLOSURES:

Board and its Committees:

The details of the Board and its Committees are given in the Report on Corporate Governance.

Meetings of the Board:

During the Financial Year 2025-26, 6 (Six) Board Meetings were held, details of which are given in the Report on Corporate Governance, which is a part of this Annual Report.

The maximum interval between any two meetings did not exceed 120 days as prescribed in the Companies Act, 2013 and Rules made thereunder.

Material changes and commitments if any, affecting the financial position of the Company:

There have been no material changes and commitments affecting the financial position of the Company, which have occurred between the end of the Financial Year and the date of this report.

Annual Accounts of Subsidiary Companies:

A copy of the Audited Financial Statements for each of the Subsidiary Companies for the year ended 31^st March, 2026, wherever applicable, will be made available to the members of the Company seeking such information at any point of time and will also

be available for inspection at the Registered Office of the Company during working hours till the date of the 75^th Annual General Meeting. The same shall also be placed on the website at www.sudarshan.com The salient features of Financial Statements of Subsidiary Companies is given in Annexure II of this report.

Sudarshan Colorants India Limited (formerly known as Heubach Colorants India Limited), Sudarshan Gujarat MFG Private Limited (formerly known as Heubach Colour Private Limited), Sudarshan Switzerland HLD1 AG (formerly known as Heubach Holding Switzerland AG), and Inventories Frankfurt GmbH are the Material Subsidiaries of the Company for the year ended 31^st March, 2026. The Company has complied with all the legal requirements in respect of the Material Subsidiary.

In conformity with the provisions of the SEBI Listing Regulations, 2015, the Board has formulated a policy for determining "Material Subsidiaries". The Policy can be accessed from the Company's website at https:// www.sudarshan.com/investor/company-policies-sudarshan/

There has been no material change in the nature of the business of Subsidiaries.

Consolidated Financial Statements:

Your Company's Board of Directors is responsible for the preparation of the Consolidated Financial Statements of your Company and its Subsidiaries ("the Group"), in terms of the requirements of the Companies Act, 2013 and in accordance with the accounting principles generally accepted in India, including the Indian Accounting Standards specified under Section 133 of the Act. The respective Board of Directors of the companies included in the Group are responsible for maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets and for preventing and detecting frauds and other irregularities, the selection and application of appropriate accounting policies, making judgments and estimates that are reasonable and prudent, and the design, implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error, which have been used for the purpose of preparation of the Consolidated Financial Statements by the Directors of your Company, as aforesaid. The Consolidated Financial Statements of the Company and its subsidiaries is provided separately and forms part of the Annual Report.

Reporting on Audit Trail Feature:

In terms of requirements prescribed by proviso to Rule 3(1) of the Companies (Accounts) Rules, 2014, for the Financial Year commencing on or after the 1^st day of April, 2023, every company that uses accounting software for maintaining its books of account should ensure that the accounting software used has an audit trail feature that cannot be disabled.

Your Company has used accounting software for maintaining its books of account which has a feature of recording audit trail (edit log) facility and the same has operated throughout the year for all relevant transactions recorded in the software, except that audit trail feature is not enabled for changes, if any, made using certain administrative access rights to the application and underlying database, as described in note 58 to the financial statements. These administrative rights were restricted to limited users. Further, these administrative access rights at the application level have been revoked and audit trail feature at database is enabled subsequent to the year end. Further, no instance of audit trail feature being tampered with was noted in respect of such accounting software where the audit trail has been enabled.

Vigil Mechanism / Whistle Blower Policy:

Your Company's Whistle Blower Policy encourages Directors and employees and business associates to bring to the Company's attention, instances of unethical behaviour, actual or suspected incidents of fraud or violation of the Code of Conduct that could adversely impact your Company's operations, business performance and / or reputation. The Policy provides that the Company investigates such incidents, when reported, in an impartial manner and takes appropriate action to ensure that requisite standards of professional and ethical conduct are always upheld. It is your Company's Policy to ensure that no employee is victimized or harassed for bringing such incidents to the attention of the Company. The practice of the Whistle Blower Policy is overseen by the Audit Committee and no employee has been denied access to the Committee.

During the year under review, no complaint was received from a whistleblower.

The vigil mechanism / whistle blower policy is available on the Company's website at https://www.sudarshan. com/investor/company-policies-sudarshan/

Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, and Rules made thereunder, the Annual Return of the Company in Form MGT-7 for the year under review is available on the website of the Company at www.sudarshan.com

Particulars of loans, guarantees or investments under Section 186:

Information regarding loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013, has been disclosed in the Audited Financial Statements.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:

Information regarding conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this Report vide Annexure I.

Particulars of Employees and Related Parties:

The information required pursuant to Section 197(12) of the Companies Act, 2013, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, has been provided as Annexure VII.

Disclosure pursuant to Section 197(14) of the Companies Act, 2013, and Rules made thereunder:

The Managing Director and Wholetime Director of the Company are not in receipt of any remuneration and / or commission from any Holding / Subsidiary Company, as the case may be.

Significant and Material Orders passed by the Regulators and Courts:

There are no significant material orders passed by regulators or courts which would impact the going concern status of the Company and its future operations.

Restriction on purchase by Company or giving of Loans by it for purchase of its Shares:

Pursuant to the provisions of Section 67(3)(c) of the Companies Act, 2013, and Rules made thereunder, the Company has not given any loan exceeding the limit mentioned therein, to persons in the employment of the Company other than its Directors or Key Managerial Personnel, for purchasing or subscribing to the shares of the Company.

Statement of Deviation(s) and Variation(s):

During the Financial Year 2022-23, the Company allotted 990 Rated, Listed, Taxable, Unsecured, Redeemable Non - Convertible Debentures ("NCDs") on 18^th July, 2022, on private placement basis. The

said NCDs were listed on the Wholesale Debt Market Segment of BSE Limited effective 21^st July, 2022. During the year under review, there is no deviation / variation in use of debt issue proceeds.

The Company has made necessary disclosures to the Stock Exchanges, Debenture Trustees, within statutory timelines, as per the provisions of SEBI Listing Regulations, 2015, and any other Rules & Regulations as may be applicable, confirming no deviation / variation in use of debt issue proceeds.

Further, during the Financial Year 2025-26, on 18^th July, 2025 the NCDs were redeemed in full. Therefore, as on 31^st March, 2026, the Company has no outstanding debt securities.

Fund raising through Preferential Allotment

On 13^th December, 2024, the Company made allotment of 9,80,000 warrants each convertible into, or exchangeable for, 1 (one) fully paid up equity share of the Company of face value of 12/- each, which may be exercised in one or more tranches during the period commencing from the date of allotment of the Warrants until expiry of 18 (Eighteen) months to Mr. Rajesh Rathi, Member of the Promoter and Promoter Group and Chairman and Managing Director at a price of 11,019.75 (Including premium of 11,017.75 per Warrant) for cash consideration of 12,498.31 Lakhs, being 25% of the total consideration amount of 19,993.55 Lakhs.

On 13^th January, 2025, the Company made allotment of 18,69,000 fully paid-up equity shares of face value of 12 each at a price of 11,043.33 (including premium of 11,041.33) per equity share aggregating to approximately 119,499.84 Lakhs, to the identified investors, not belonging to "Promoter and Promoter Group" of the Company by way of a preferential issue of Equity Shares on private placement basis, for cash consideration, pursuant to the provisions of Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Fund raising through Qualified Institutions Placement ('QIP')

On 29^th January, 2025, the Company made allotment of 74,76,635 fully paid up equity shares of face value of 12 each at a price of 11,070 per equity share (including premium of 11,068 per equity share), representing a discount of 137.89 to the floor price of 11,107.89 per equity share, to the eligible Qualified Institutional Buyers aggregating to approximately 179,999.99 Lakhs, in accordance with the provisions of Chapter VI of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018.

Pursuant to the provisions of regulation 32(7A) of the SEBI Listing Regulations, Issue proceeds

of the Preferential Issue of Convertible Warrants amounting to 12,498.31 Lakhs (being 25% of the total consideration) and Preferential Issue of Equity Shares of 119,499.84 Lakhs had been fully utilized by the Company during Financial Year 2024-25 for the same objects or purposes for which funds were raised and there is no unutilized amount as at the year ended 31^st March, 2026.

Out of the total proceeds of QIP Issue amounting to 179,999.99 Lakhs, 1286.87 Lakhs remained unutilized as on 31^st March, 2025, and the same were utilized for the same objects or purposes for which funds were raised during the Financial Year 2025-26. Therefore, there is no unutilized amount as at the year ended 31^st March, 2026.

The Company has made necessary disclosures to the Stock Exchanges within statutory timelines, as per the provisions of SEBI Listing Regulations, 2015, and any other Rules & Regulations as may be applicable confirming no deviation / variation in use of proceeds of preferential allotment and qualified institutional placement.

Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016, during the year along with their status as at the end of the Financial Year:

Nil, hence not applicable.

Details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof:

Nil, hence not applicable.

No. of employees as on the closure of the Financial Year:

Compliance of provisions of the Maternity Benefit Act, 1961:

In accordance with the Companies (Accounts) Second Amendment Rules, 2025 notified by the Ministry of Corporate Affairs on 30^th May, 2025, the Board confirms that the Company is fully compliant with the Maternity Benefit Act, 1961.

The Company remains committed to upholding its Maternity Policy in strict accordance with both the intent and provisions of the Maternity Benefit Act, 1961, and continues to provide maternity leave benefits, protection of employment during the maternity period, insurance coverage, while fostering a supportive and inclusive work environment.

31. RECOGNITION:

Details of the awards received during the year under review are disclosed separately in this Annual Report.

32. APPRECIATION:

The Directors thank the Company's employees, customers, vendors, investors and business partners for their continuous support.

The Directors also thank the Government of India, Governments of various states in India, Governments of various countries and concerned Government departments and agencies for their co-operation.

Your Directors place on record their gratitude to Bank of Maharashtra, State Bank of India, ICICI Bank Limited, HDFC Bank Limited, The Hongkong and Shanghai Banking Corporation Limited, Citi Bank N.A., Axis Bank Limited, Standard Chartered Bank and The Federal Bank Limited for their co-operation and assistance.

The Directors appreciate and value the contribution made by every member of the Sudarshan family.