Dear Members

On behalf of the Board of Directors ("the Board"), it gives me immense pleasure to present the Thirty-Seventh (37^th) Annual Report on the business and operations of your Company together with the Audited Financial Statements for the year ended 31^st March, 2026.

FINANCIAL RESULTS: (H in crores, except EPS)

OPERATIONAL AND FINANCIAL PERFORMANCE

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

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

RESERVES & DIVIDEND

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

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

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

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

STATE OF COMPANY'S AFFAIRS

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

SHARE CAPITAL

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

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

CREDIT RATING

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

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

DECLARATION OF INDEPENDENT DIRECTORS

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

BOARD EVALUATION

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

CONSOLIDATED FINANCIAL STATEMENTS

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

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

SUBSIDIARIES

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

Pursuant to the provisions of Section 129(3) of the Act read with Rules made thereunder, a statement containing salient features of the financial position of subsidiaries is given in Form AOC-1 attached as ‘Annexure 1' forming integral part of this Report. As required under Section 134 of the Act, the said form also highlights performance of the subsidiaries.

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

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment / Re-appointment

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

Retirement by rotation

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

Cessation

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

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

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

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

Key Managerial Personnel

As on the date of this report, the following are Key Managerial Personnel of your Company as per Section 2(51) and 203 of the Act: Mr. Kamal Mitra, Whole-time Director Mr. K. Muralidharan, President - Finance & Group CFO Mr. Manish Bhatia, Senior Vice President - Finance & CFO Mr. Satnam Saini, Company Secretary & GM - Legal

NUMBER OF BOARD MEETINGS

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

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

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

DIRECTORS' RESPONSIBILITY STATEMENT

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

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

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

3. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

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

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

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

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

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

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

AUDIT COMMITTEE

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

AUDITORS Statutory Auditors

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

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

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and rules made thereunder read with Regulation 24A of Listing Regulations, at the 36^th AGM held on 19^th August, 2025, M/s. Vikas R Chomal & Associates, Practicing Company Secretary (FCS No.: F11623; CP No: 12133) were appointed as Secretarial Auditor to conduct Secretarial Audit of the Company for the first term of five (5) consecutive years i.e. from FY 2025-26 till FY 2029-30.

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

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

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

SEGMENT

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

PUBLIC DEPOSITS

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

CORPORATE GOVERNANCE REPORT

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

MANAGEMENT DISCUSSION AND ANALYSIS

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

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

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

ANNUAL RETURN

In terms of Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company is available on the website of the Company at https://www.indocount. com/images/investor/Draft-Annual-Return-Form-MGT-7-FY-2025-26.pdf

SECRETARIAL STANDARDS

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

RELATED PARTY TRANSACTIONS

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

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

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

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

RISK MANAGEMENT

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

VIGIL MECHANISM /WHISTLE BLOWER POLICY

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

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

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

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

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

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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

The internal control systems include a well-defined delegation of authority and a comprehensive Management Information System coupled with quarterly reviews of operational and financial performance and a well-structured budgeting process with regular monitoring of expenses and internal audits. The Internal Audit reports are periodically reviewed by the management and the Audit Committee and necessary improvements are undertaken, if required.

SIGNIFICANT OR MATERIAL ORDERS PASSED BY THE REGULATORS /COURTS

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

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

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

AWARDS

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

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

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

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

4. Honoured with the "Shikshan Sahyogi Mitra" award by the Kolhapur Municipal Corporation, in recognition of impactful CSR contributions to 42 schools in Kolhapur, including provision of toilets for girl students, e-learning kits, benches, and other essential facilities.

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

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

GENERAL

Your Directors state that:

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

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

ACKNOWLEDGEMENTS AND APPRECIATION

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

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