For the Financial Year Ended 31st March 2026

To,

The Members,

SARLA PERFORMANCE FIBERS LIMITED

Survey No. 59/1/4, Amli Piparia Industrial Estate,

Silvassa - 396 230, U.T. of Dadra & Nagar Haveli.

Your Directors have pleasure in presenting the Thirty-Third (33rd) Annual Report of Sarla Performance Fibers Limited (the Company or SPFL), together with the Audited Standalone and Consolidated Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL PERFORMANCE

The Audited Standalone and Consolidated Financial Statements of your Company as on March 31, 2026, are prepared in accordance with the relevant applicable Indian Accounting Standards (Ind AS) and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations) and the provisions of the Companies Act, 2013 (Act).

The summarised financial highlights are depicted below:

(Rs in Lakhs, unless otherwise stated)

1. Previous year figures have been regrouped/re-arranged wherever necessary.

2. PERFORMANCE OVERVIEW

During the year under review, SARLA continued to strengthen its position as a trusted yarn supplier to leading international brands, leveraging a balanced approach of direct sales and established intermediary networks. In FY 2025-26, approximately 72% of the Companys revenue was generated from long-standing clients with relationships extending beyond

five years, underscoring its commitment to customer-centricity and quality-driven growth.

This performance was supported by a diversified product portfolio encompassing Textured Polyester Yarn, Textured Nylon Stretch Yarn, High-Bulk Textured Polyester Yarn, Sewing Threads, Specialty Sewing Threads, High- Tenacity Covered Dyed Yarns and Threads, Barre-Free Nylon Yarn, and Covered Yarns.

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The Companys robust customer relationships and a favourable policy environment - including supportive tariff structures that enhanced Indias competitiveness as a sourcing hub - provided a strong foundation for sustained growth.

Global sourcing dynamics continued to evolve in response to tariff escalations and geopolitical realignments, positioning India as a preferred destination due to its stable policy framework and integrated manufacturing capabilities.

Performance Highlights

During the year under review:

Q The Standalone Revenue from Operations stood at 39,634.33 Lakhs for FY 2025-26, as against 42,366.67 Lakhs in FY 2024-

25.

Q The Consolidated Revenue from Operations for FY 2025-26 amounted to 40,123.22 Lakhs, as against 42,710.09 Lakhs in FY 2024-25.

Q The Value of Exports stood at 23,991.01 Lakhs for FY 2025-26 on a Standalone basis, as against 23,604.24 Lakhs in FY 2024-25. The Actual Foreign Exchange Inflows (cash basis) for FY 2025-26 were 13,418.56 Lakhs, as disclosed in Annexure III. The difference between the value of exports and actual inflows represents export receivables outstanding at year- end, which are in the process of being realised.

Q Profit Before Interest, Depreciation and Tax (PBIDT) was 11,569.86 Lakhs on a Standalone basis, as against 10,567.61 Lakhs in FY 2024-25.

Q Profit Before Interest, Depreciation and Tax (PBIDT) was 9,972.83 Lakhs on a Consolidated basis, as against 11,452.45 Lakhs in FY 2024-25.

3. DIVIDEND

The Board of Directors of the Company, at its meeting held on April 22, 2026, has recommended a Final Dividend of 2.00 (Rupees Two Only) per equity share of face value of 1.00 each, i.e., at the rate of Two Hundred Percent (200%) , for the financial year ended 31st March 2026, subject to approval of the Members at the ensuing 33rd Annual General Meeting.

The Board has recommended the Final Dividend

after careful consideration of the Companys

financial performance, profitability, future m

growth plans, and liquidity position, ensuring an appropriate balance between shareholder returns and capital requirements for business operations.

The proposed Final Dividend, if approved by the Members at the ensuing 33rd Annual General Meeting, will result in a total cash outflow of approximately 7,16,31,586/- (to public shareholders, after accounting for Promoter/ Promoter Group waiver, as detailed below).

The Promoter and Promoter Group have, as a gesture of support to the Companys growth objectives, voluntarily waived their entitlement to the Final Dividend for FY 2025-26. The Company has received letters in writing from all members of the Promoter and Promoter Group expressing their intention to voluntarily waive their entitlement to the Final Dividend for FY 2025-26. The waiver letters have been duly taken on record by the Board of Directors. Necessary disclosures in this regard have been made to the Stock Exchanges pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI LODR).

The Final Dividend, if declared at the 33rd AGM, shall be paid within the statutory timelines prescribed under the Companies Act, 2013 and the SEBI LODR.

Dividend Distribution Policy

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the mandatory formulation and disclosure of a Dividend Distribution Policy is presently applicable to the top 1,000 listed entities by market capitalisation. As the Company does not currently fall within the top 1,000 listed entities, this requirement is not applicable to the Company at this time.

The Board of Directors, however, endeavours to maintain a consistent and transparent approach to dividend declaration, balancing the interests of shareholders with the Companys capital requirements for growth and operations, as reflected in the dividend recommendation for FY 2025-26.

TRANSFER TO RESERVES

The Board of Directors has not proposed any transfer to the General Reserve for the financial year ended 31st March 2026. The entire earnings for the year under review, after payment of the dividend, are proposed to be retained in the Profit & Loss Account.

5. SHARE CAPITAL

There has been no change in the Share Capital of the Company during the year under review.

As on 31st March 2026:

Q The Authorised Share Capital of the Company stood at 1,000.00 Lakhs, divided into 10,00,00,000 (Ten Crore) Equity Shares of 1/- each.

Q The Paid-Up Equity Share Capital of the Company stood at 835.03 Lakhs, comprising 8,35,03,000 (Eight Crore Thirty-Five Lakhs Three Thousand) Equity Shares of 1/- each, fully paid-up.

The Company has not issued any Shares or convertible securities, including Equity Shares with differential voting rights, nor has it issued any sweat equity shares or shares under any employee stock option or stock appreciation scheme during the year under review.

Employees Stock Option Scheme 2025

The Company has in place the Sarla Performance Fibers Limited - Employees Stock Option Scheme 2025 (ESOP Scheme 2025), approved by the Board of Directors at their meeting held on January 30, 2025 and subsequently approved by the Members through Postal Ballot on March 06, 2025, in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SEBI ESOP Regulations) and Section 62(1)

(b) of the Companies Act, 2013. There has been no material change to the ESOP Scheme 2025 during the year under review.

During the financial year ended 31st March 2026, no stock options have been granted, vested, exercised, or lapsed under the ESOP Scheme 2025. The details required under Regulation 14 of the SEBI ESOP Regulations are set out below:

There has been no change in the paid-up share capital of the Company pursuant to the ESOP Scheme 2025 during FY 2025-26.

6. DEPOSITS UNDER CHAPTER V OF THE COMPANIES ACT, 2013

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 (the Act), read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the disclosures required under Chapter V of the Act are not applicable. As on 31st March 2026, there are no deposits remaining unpaid or unclaimed, nor any default in repayment of deposits or payment of interest thereon.

7. PROMOTERS

Incorporated in 1993, the Company was established as a family-driven enterprise and has since evolved into a professionally managed, publicly listed entity. Sarla Performance Fibers Limited today exemplifies a harmonious blend of promoter stewardship, professional governance, and listed company compliance, earning industry-wide recognition for its focus

on quality, integrity, and long-term sustainability.

As on 31st March 2026, the Promoters / Promoter Group of the Company are as under:

Q Krishna Madhusudan Jhunjhunwala

Q Vrinda Krishna Jhunjhunwala

Q Kanav Krishna Jhunjhunwala

Q Neha Krishna Jhunjhunwala

Q Sarladevi Madhusudan Jhunjhunwala

Q Sarladevi Madhusudan Jhunjhunwala (as Partner of Hindustan Cotton Company)

Q Krishnakumar and Sons HUF

Q Madhusudan Jhunjhunwala and Sons HUF

Q Satidham Industries Private Limited

Q Sarla Estate Developers Private Limited

Q Harmony Estates Private Limited

As of 31st March 2026, the Promoter and Promoter Group collectively held 57.11% of the total paid-up Equity Share Capital of the Company. There were no changes in the classification of Promoters during the year under review.

8. CHANGE IN THE NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the Company. The Company continues to operate in its core business segments of Speciality Yarn Manufacturing and Wind Power Generation, maintaining its strategic focus and operational efficiency. The Company remains engaged in the production and global export of Textured Polyester Yarn, Textured Nylon Stretch Yarn, High-Bulk Textured Polyester Yarn, Sewing Threads, Specialty Sewing Threads, High- Tenacity Covered Dyed Yarns and Threads, Barre- Free Nylon Yarn, and Covered Yarns, catering to both domestic and international markets.

9. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

As on 31st March 2026, the Company has a total of six (6) overseas subsidiaries (both direct and indirect), comprising two (2) wholly owned subsidiaries and four (4) step-down subsidiaries, along with three (3) overseas Joint Ventures. The Company does not have any Indian Subsidiary, Joint Venture, or Associate Company. There has been no material change in the nature of business of the subsidiaries and joint ventures during the year under review.

Performance Overview of Subsidiaries

Sarlaflex Inc. (SFI), USA: SFI is a 100% directly held wholly owned subsidiary of the Company, which in turn holds 100% of its own step-down subsidiaries. The subsidiary continues to have a negative networth, reported Revenue from Operations of 926.92 Lakhs and Profit/(Loss) After Tax of (1,622.46) Lakhs for the year under review.

Sarla Overseas Holding Ltd. (SOHL), British Virgin Islands: SOHL, a 100% wholly owned holding subsidiary, reported Revenue from Operations of 337.29 Lakhs and Profit/(Loss) After Tax of (42.47) Lakhs for the year under review. The subsidiarys performance remains down for this year but the management continues to assess strategic options for this entity.

Joint Ventures - Update

SOHL holds investments in three overseas

Joint Ventures: Sarla Tekstil Filament Sanayi Ve a

Tic. (Turkey, 45%), MRK S.A. De C.V. (Mexico, 33.33%), and M/s. Savitex, S.A. De C.V. (Mexico, 40%). The total investment in the JVs stands at 542.22 Lakhs. Updated audited financial statements of the Joint Ventures for the years subsequent to FY 2021-22 have not been made available to the Company despite managements continued efforts. The Board has assessed that no additional impairment is warranted based on the information available. The management continues to actively pursue receipt of updated financial information from the Joint Ventures.

In accordance with Section 136 of the Companies Act, 2013, the Annual Report, including Standalone and Consolidated Financial Statements, is available on the Companys website at www.sarlafibers.com. Annual Financial Statements of each subsidiary are also hosted on the same website. Shareholders desirous of obtaining copies may write to the Company Secretary & Compliance Officer at investors@sarlafibers.com.

A statement containing the salient features of the financial statements of subsidiaries, associates, and joint ventures in Form AOC-1 is annexed hereto as Annexure - I .

0. COMPANIES WHICH BECAME OR CEASED TO BE SUBSIDIARIES, JOINT VENTURES OR ASSOCIATES

During the financial year under review, no company has become or ceased to be a Subsidiary, Joint Venture, or Associate Company of Sarla Performance Fibers Limited. The structure of subsidiaries and joint ventures remained unchanged throughout the year.

1. CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements of the Company and its subsidiaries for the financial year ended 31st March 2026 have been prepared in accordance with Section 129(3) of the Companies Act, 2013, the Companies (Accounts) Rules, 2014, and the Indian Accounting Standards (Ind AS) as notified under the Companies (Indian Accounting Standards) Rules, 2015. The consolidated financial statements comply with Regulation 33 of the SEBI LODR. In accordance with Regulation 34 of the SEBI LODR, the Audited Consolidated Financial Statements, along with the Independent Auditors Report thereon, form an integral part of the Annual Report and are available on the Companys website at www.sarlafibers.com.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year under review, the Company has complied with the provisions of Section 186 of the Companies Act, 2013 in respect of loans, guarantees, and investments. Details as required under Section 186(4) of the Act and Schedule V of the SEBI LODR are provided in the Notes to the Financial Statements forming part of this Annual Report.

13. DIRECTORS

As on 31st March 2026, the Board of Directors of the Company comprises six (6) Directors,

Re-designation of Mr. Kanav Krishna Jhunjhunwala (DIN: 09507192)

The Board of Directors, at their meeting held on April 25, 2025, approved the re-designation of Mr. Kanav Krishna Jhunjhunwala from Executive Director to Whole-Time Director of the Company, with effect from April 25, 2025, for a term of five (5) years up to April 24, 2030. Mr. Kanav Krishna Jhunjhunwala continues to be a Key Managerial Personnel of the Company within the meaning of Section 203 of the Companies Act, 2013. He is not debarred from holding the office of Director pursuant to any order of SEBI, MCA, RBI, or any other authority.

Retirement by Rotation

In accordance with Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Ms. Neha Krishna Jhunjhunwala

(DIN: 07144529), Director (Executive), retires by rotation at the ensuing 33rd Annual General Meeting and, being eligible, offers herself for re-appointment. The disclosures required under Regulation 36(3) of the SEBI LODR and Secretarial Standard on General Meetings (SS-2) are provided in the Notice of the 33rd AGM forming part of this Annual Report. Ms. Neha Krishna Jhunjhunwala is not debarred from holding the office of Director pursuant to any order of SEBI, MCA, RBI, or any other authority.

including three (3) Executive Directors and three (3) Non-Executive Independent Directors, with one (1) Woman Director on the Board, in compliance with Section 149 of the Companies Act, 2013 and Regulation 17 of the SEBI LODR.

The Independent Director requirement for a woman independent director is applicable only to the top 1,000 listed entities; since the Company does not fall within the top 1,000, this additional requirement is not applicable

The current composition of the Board of Directors is as under:

Declaration by Independent Directors

Pursuant to Section 149(6) and Section 149(7) of the Companies Act, 2013, and Regulation 16(1)(b) read with Regulation 25(8) of the SEBI LODR, all Independent Directors have furnished declarations confirming that:

Q They meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)

(b) of the SEBI LODR, as amended from time to time.

Q They are not aware of any circumstance or situation which exists, or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

In compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors)

Rules, 2014, all Independent Directors have confirmed registration with the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA) and confirmed compliance with the online proficiency self-assessment test requirement.

The Board of Directors has taken on record the declarations submitted by the Independent Directors and, in its opinion pursuant to Regulation 25(9) of the SEBI LODR, the

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Independent Directors fulfil the conditions of independence specified under the Companies Act, 2013 and SEBI LODR and are independent of the management. The Board further affirms that all Independent Directors possess integrity, relevant expertise, experience, and proficiency as required under applicable laws.

Familiarisation Programme for Independent Directors

In accordance with Regulation 25(7) of the SEBI LODR, the Company has conducted a structured Familiarisation Programme for Independent Directors to enable them to understand their roles, rights, and responsibilities, the nature of the industry in which the Company operates, and the business model of the Company. Details of the programme, including the number of sessions and hours, are disclosed in the Corporate Governance Report forming part of this Annual Report and are available on the Companys website.

Annual Performance Evaluation of the Board

Pursuant to Section 134(3)(p) and Section 178(2) of the Companies Act, 2013 and Regulation 17(10) of the SEBI LODR, the Board carried out the Annual Performance Evaluation of its own performance, the performance of its Committees, and of individual Directors, including the Chairman, for FY 2025-26. The evaluation was conducted based on structured questionnaires covering Board composition and

diversity, quality and timeliness of information flow, effectiveness of Board processes, individual Director contribution, and adherence to terms of reference by Committees. The process was informed by the SEBI Guidance Note on Board Evaluation dated 5th January 2017. The performance of the Board, its Committees, and individual Directors was found to be satisfactory.

14. KEY MANAGERIAL PERSONNEL

Pursuant to Section 203 of the Companies Act, 2013, the Key Managerial Personnel (KMPs) of the Company as on the date of this Report are:

Q Mr. Krishna Madhusudan Jhunjhunwala - Chairman & Managing Director (re- designated and re-appointed w.e.f. October 01, 2024 for a term up to September 30, 2029).

Q Ms. Neha Krishna Jhunjhunwala - Director (Executive) (appointed on March 31, 2015; current term up to February 11, 2027).

Q Mr. Kanav Krishna Jhunjhunwala - Whole- Time Director (re-designated from Director (Executive) w.e.f. April 25, 2025; term up to April 24, 2030).

Q Mr. Kayvanna Shah - Chief Financial Officer.

Q Mr. Mustafa Yusuf Manasawala, (Membership No. A76344) - Company Secretary & Compliance Officer (appointed w.e.f. November 11, 2025).

Changes in Key Managerial Personnel during FY 2025-26

15. MEETINGS OF THE BOARD OF DIRECTORS

During the Financial Year ended 31st March 2026, four (4) meetings of the Board of Directors were held on the following dates. The Board met at least once every quarter, and the interval between any two consecutive Board meetings did not exceed one hundred and twenty (120) days, in compliance with the Companies Act, 2013 and Secretarial Standard-1 (SS-1):

Postal Ballot - Special Resolutions passed during FY 2025-26

The Board, at their meeting held on February 04, 2026, approved the dispatch of a Postal Ballot Notice for passing the following Special Resolutions through remote e-voting, pursuant to Sections 108 and 110 of the Companies Act, 2013 read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI LODR:

Q Creation of charges / mortgages / hypothecation on the movable and/or immovable assets of the Company, both present and future, in favour of its lenders, pursuant to Section 180(1)(a) of the Companies Act, 2013.

Q I ncrease in the overall borrowing limits of

the Company, pursuant to Section 180(1)

(c) of the Companies Act, 2013.

The remote e-voting was conducted through National Securities Depository Limited (NSDL)

as the authorised e-voting agency for the said Postal Ballot, from February 12, 2026 to March 13, 2026. CS Vyoma Desai (Membership No. F11166, COP No. 23010), Partner, M/s. Abbas Lakdawalla & Associates LLP , Practising Company Secretaries, was appointed as Scrutinizer for the said Postal Ballot. Both Special Resolutions were approved by the Members with an overwhelming majority of approximately 99.99% of votes cast in favour. The resolutions are deemed to have been passed on 13th March 2026, being the last date of the remote e-voting period. The results were declared on March 14, 2026 and communicated to BSE and NSE.

Note: For the 33rd Annual General Meeting, the Company has appointed MUFG Intime India Private Limited (formerly Link Intime India Private Limited) as the e-Voting agency.

Further details regarding the composition of the Board, attendance of Directors at Board and Committee meetings, and other related disclosures are provided in the Corporate Governance Report forming part of this Annual Report.

16. STATUTORY COMMITTEES OF THE BOARD

Pursuant to the Companies Act, 2013 and the SEBI LODR, the Company has constituted the following Statutory Committees of the Board:

During the year under review, all recommendations made by the aforementioned Committees were accepted and approved by the Board. Details of the composition, terms of reference, and meetings of each Committee are provided in the Corporate Governance Report forming part of this Annual Report.

17. LISTING OF SECURITIES

The Equity Shares of the Company are listed on BSE Limited (BSE Code: 526885) and the National Stock Exchange of India Limited (NSE Symbol: SARLAPOLY). The ISIN of the Companys equity shares is INE453D01025. The

Company has duly paid the annual listing fees for FY 2025-26 to both BSE and NSE within the prescribed time.

18. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has in place adequate internal financial controls with reference to financial statements, commensurate with the size, scale, and complexity of its operations. These controls are designed to provide reasonable assurance regarding reliability of financial reporting, compliance with applicable laws and regulations, and safeguarding of assets. The operating

effectiveness of these controls is periodically reviewed by management and the Internal Auditor. Corrective actions, where required, are undertaken promptly. During FY 2025-26, no material weaknesses in the design or operation of internal financial control systems were reported. The Internal Auditor submits quarterly reports, which are regularly placed before the Audit Committee. Further details are provided in the Management Discussion and Analysis Report forming part of this Annual Report.

19. AUDITORS

(a) Statutory Auditors

The Members of the Company at the 29th Annual General Meeting re-appointed M/s. CNK & Associates LLP, Chartered Accountants, Mumbai (Firm Registration No.: 101961W) , as Statutory Auditors for a second term of five (5) consecutive years, to hold office from the conclusion of the 29th AGM until the conclusion of the 34th AGM. Pursuant to the MCA Notification dated 7th May 2018, the requirement for ratification of the Statutory Auditors appointment at every AGM has been dispensed with; accordingly, no such resolution is proposed at the ensuing 33rd AGM.

M/s. CNK & Associates LLP have issued a qualified audit opinion on the standalone and consolidated audited financial statements of the Company for the financial year ended March 31, 2026. Following are as under:

1. The Statutory Auditors, CNK &

Associates LLP, have issued a

qualified audit opinion on the

standalone audited financial

statements of the Company for the

financial year ended March 31, 2026.

The qualification relates to the sale by

the Company of 11 Non-Cumulative

Redeemable Preference Shares held

in its wholly owned subsidiary, Sarla

Flex Inc. (United States of America),

for a consideration of USD 1,21,000,

resulting in a loss of 5,433.16 lakhs

which has been fully recognised as

an Exceptional Item in the financial

statements for the year ended March

31, 2026. The Company has applied

to the Regulators for the necessary

approvals in respect of the said sale,

write-off of investment, and credit of m

the sale proceeds to the Companys account, which approvals are pending as on date.

2. The Statutory Auditors, CNK & Associates LLP, have issued a qualified audit opinion on the consolidated audited financial statements of the Company for the financial year ended March 31,2026. The qualification relates to the sale by the Company of 11 Non-Cumulative Redeemable Preference Shares held in its wholly owned subsidiary, Sarla Flex Inc. (United States of America), for a consideration of USD 1,21,000, resulting in a loss of 7,713.26 lakhs which has been fully recognised as an Exceptional Item in the financial statements for the year ended March 31, 2026. The Company has applied to the Regulators for the necessary approvals in respect of the said sale, write-off of investment, and credit of the sale proceeds to the Companys account, which approvals are pending as on date.

The Board has taken note of the qualification made by the Statutory Auditors. The Company had consulted its Authorised Dealer Bank, IndusInd Bank, regarding the regulatory requirements for the sale of the preference shares. Based on the guidance received, the sale of the preference shares did not require prior RBI approval. However, the Company had applied for the necessary regulatory approval in respect of the write-off of investment and related matters.

The Authorised Dealer Bank has informed the Company that the approval process is a routine regulatory matter and is expected to be completed in due course. As on the date of this Report, the approval is awaited. The Board and the management do not foresee any uncertainty regarding the receipt of the requisite approvals.

During the year under review, no orders were issued by the National Financial Reporting Authority (NFRA) in respect of the Company.

(b) Secretarial Auditor

Pursuant to Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and Regulation 24A of the SEBI LODR, the Members at the 32nd AGM held on June 25, 2025 approved the re-appointment of CS Swati Gupta, Practising Company Secretary (Membership No. F5766, C.P. No. 12245) , as Secretarial Auditor of the Company for a period of five (5) consecutive years commencing from FY 2025-26 up to FY 2029-30.

CS Swati Gupta has conducted the Secretarial Audit of the Company for FY 2025-26 and has issued the Secretarial Audit Report in Form MR-3, which is annexed hereto as Annexure - VI . The Secretarial Audit Report contains certain observations. The key highlights thereof are as follows:

O Statutory Compliance : The

Company has generally complied with the provisions of the Companies Act, 2013, SEBI Regulations, and other applicable laws.

O Board Processes: The Board of Directors was duly constituted with an appropriate balance of Executive, Non-Executive, and Independent Directors. While Board Meeting notices and agendas were generally sent seven days in advance, in a few instances notes on agenda items were circulated at shorter notice with the consent of the Board members.

O Specific Observations:

o The Company sold preference

shares held in its Wholly Owned Subsidiary; however, approval for the transaction and the credit of sale proceeds remains pending with the Authorised Dealer.

o Management has consulted

Authorised Dealers to resolve discrepancies in previously reported Annual Performance Reports (APRs).

o The Secretarial Auditor has

advised the Company to ensure all paid-off charges are duly satisfied on the MCA portal to accurately reflect the Companys position.

The Board has taken note of the observations made by the Secretarial Auditor and informs that necessary steps are being taken to address the same. The Company is actively pursuing the pending approvals from the Authorised Dealer Bank in relation to the sale of preference shares held in its wholly owned subsidiary and related regulatory compliances. Necessary actions are also being undertaken to rectify discrepancies identified in the Annual Performance Reports filed in previous years. Further, the Company is in the process of filing the requisite forms with the Registrar of Companies to ensure that all satisfied charges are appropriately reflected on the MCA portal. The Board is closely monitoring these matters and is committed to ensuring timely compliance with all applicable regulatory requirements.

The Company does not have any material subsidiary as per Regulation 16(1)(c) of the SEBI LODR; accordingly, secretarial audit of material subsidiaries is not applicable.

(c) Cost Auditors

The Company has duly prepared and maintained cost records as prescribed under Section 148(1) of the Companies Act, 2013 for the financial year ended March 31, 2026.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 and the rules made thereunder, the Board of Directors, on the recommendation of the Audit Committee, had re-appointed M/s. Kasina & Associates, Cost Accountants (Firm Registration No. 104088), as the Cost Auditors of the Company for the financial year 2025-26 at its meeting held on April 25, 2025. The remuneration payable to the Cost Auditors was subsequently ratified by the Members at the 32nd Annual General Meeting of the Company.

The Cost Audit Report for the financial year 2025-26 is under finalisation and shall be filed with the Ministry of Corporate Affairs within the prescribed statutory timelines.

m

Further, based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on April 22, 2026, approved the re-appointment of M/s. Kasina & Associates, Cost Accountants (Firm Registration No. 104088), as the Cost Auditors of the Company for the financial year 2026-27. In accordance with Section 148 of the Companies Act, 2013, the remuneration payable to the Cost Auditors is required to be ratified by the Members and accordingly, a resolution seeking such ratification forms part of the Notice convening the 33rd Annual General Meeting.

(d) Internal Auditor

The Board of Directors, on the recommendation of the Audit

Committee, appointed M/s. KD Practice Consulting Private Limited (Ms. Pooja Dharewa, Chartered Accountant, Membership No. 135998, CIN: U74999MH2017PTC290264) , Bhayandar West, Thane, as Internal Auditor of the Company for FY 2025-26, pursuant to Section 138(1) of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014. The Internal

Auditor reports directly to the Audit Committee and submits quarterly reports, which are regularly placed before the Audit Committee for review and action.

20. REPORTING OF FRAUDS

Pursuant to Section 143(12) of the Companies Act, 2013, the Statutory Auditors, Cost Auditors

and Secretarial Auditor have not reported

any instance of fraud committed against the Company by its officers or employees to the Audit Committee, the Board or the Central Government during the financial year 2025-26.

21. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The disclosures required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in Annexure - II to this Report.

DISCLOSURE OF EXCESS MANAGERIAL REMUNERATION UNDER SECTION 197

During FY 2025-26, the remuneration paid to Ms. Neha Krishna Jhunjhunwala exceeded the limits prescribed under Section 197(1) of the Companies Act, 2013, as computed in

accordance with Section 198 of the Act. The net profit computed under Section 198 for FY 2025- 26 was 14,34,35,168/-, and the permissible limit of 1% of such net profit worked out to 14,34,352/-. The remuneration paid to the said Director was 37,05,000, resulting in an excess of 22,70,648/-

The Board of Directors has noted the said position. The Statutory Auditors have reported the same pursuant to Section 197(16) of the Companies Act, 2013. The Board is seeking approval of the Members by Special Resolution at the ensuing 33rd Annual General Meeting for waiver of recovery of the remuneration paid in excess of the prescribed limits, in accordance with Section 197(10) of the Companies Act, 2013. Members are requested to refer to Item No. 6 of the Notice of the 33rd AGM.

The statement of particulars of employees as required under Rule 5(2) and 5(3) of the said Rules forms part of this Report.

22. NOMINATION AND REMUNERATION POLICY

In terms of Section 178(3) of the Companies Act, 2013, the Board of Directors, on the recommendation of the Nomination and Remuneration Committee (NRC), has framed a Nomination and Remuneration Policy (NRC Policy). The salient features of the Policy are as under:

Q Qualifications & Experience: Directors

and KMPs shall possess appropriate qualifications, expertise, and experience relevant to their roles. Independent Directors shall additionally meet the criteria of independence prescribed under the Act and SEBI LODR at all times.

Q Positive Attributes: Directors shall

demonstrate integrity, ethical conduct, financial literacy, and commitment to the Companys governance standards.

Q Independence: Independent Directors shall

satisfy all criteria specified under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI LODR.

Q Remuneration Structure: Remuneration to

Executive Directors and KMPs is determined based on the Companys performance, industry benchmarks, individual performance, and applicable statutory limits. Independent Directors receive sitting fees within the limits prescribed under the Act. No commission was paid to any Non- Executive Director during FY 2025-26.

The full NRC Policy is available on the Companys website at: https://www.sarlafibers.com/wp-

content/uploads/2024/01/9.Nomination-and- Remuneration-Policy.pdf

23. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors hereby confirms that, to the best of their knowledge and belief, and according to the information and explanations obtained:

a) In the preparation of the annual accounts for FY 2025-26, the applicable accounting standards have been followed, along with proper explanations relating to material departures, if any.

b) Appropriate accounting policies have

been selected and applied consistently. Judgements and estimates have been

made reasonably and prudently so as to give a true and fair view of the state of affairs of the Company as at 31st March 2026, and of the profit of the Company for that financial year.

c) Proper and sufficient care has been

taken 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.

d) The annual accounts for FY 2025-26 have been prepared on a going concern basis.

e) Proper internal financial controls have

been laid down and are followed by the Company, and such internal financial controls are adequate and are operating effectively.

f) 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.

For the purpose of this statement, the term internal financial controls means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business, including adherence to the Companys 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

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

The particulars relating to 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 of the Companies (Accounts) Rules, 2014, are annexed hereto as Annexure - III .

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions (RPTs) entered into during FY 2025-26 were on an arms length basis and in compliance with Section 188 of the Companies Act, 2013 and Regulation 23 of the SEBI LODR. All RPTs were placed before the Audit Committee for prior / omnibus approval, and the Audit Committee reviewed such transactions on a quarterly basis.

During the year, certain transactions, while conducted on an arms length basis, were not in the ordinary course of business and accordingly required and received Board approval under Section 188 of the Companies Act, 2013, on the recommendation of the Audit Committee. These transactions relate to:

Q Leasing of office premises from Mr. Krishna Madhusudan Jhunjhunwala, Managing Director.

Q Leasing of office premises from

Madhusudan Jhunjhunwala and Sons HUF.

Q Leasing of premises from M/s. Hindustan Cotton Company.

Q CSR Contribution to Shivchandrai

Jhunjhunwala Charitable Trust

The details of the aforesaid Related Party Transactions are disclosed in Form AOC-2, annexed hereto as Annexure - IV . There were no materially significant Related Party Transactions that had any potential conflict with the interests of the Company at large.

The Related Party Transaction Policy is available at: https://www.sarlafibers.com/wp-content/

uploads/2024/01/14.Related-Party-Transaction- Policy.pdf. Details of all RPTs as required under Ind AS 24 are provided in the Notes to the Financial Statements.

26. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During FY 2025-26, the total CSR obligation of the Company under Section 135 of the Companies Act, 2013 amounted to 86.31 Lakhs

i

(being 2% of the average net profit of 4,315.60 Lakhs for the preceding three financial years). After adjusting the carried-forward set-off surplus of 6.33 Lakhs from previous years, the net CSR obligation for FY 2025-26 stood at 79.97 Lakhs. The Company spent 82.00 Lakhs on CSR activities during FY 2025-26, focused primarily on promoting healthcare in and around its areas of operation.

Pursuant to Rule 7(3) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has spent 2.02 Lakhs in excess of its net CSR obligation for FY 2025-26. This excess amount, duly recorded in Section 8(g) of the Annual CSR Report ( Annexure V ), is eligible to be set off against CSR obligations for the three immediately succeeding financial years (FY 2026-27 to FY 2028-29).

The Annual Report on CSR Activities as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed hereto as Annexure - V . The CSR Policy approved by the Board is available at: https://www.sarlafibers.com/wp-content/ uploads/2024/01/11.-CSR-Policy.pdf

27. CORPORATE GOVERNANCE AND

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

The Company is committed to maintaining the highest standards of corporate governance in letter and spirit, in compliance with the SEBI LODR. A comprehensive Corporate Governance Report is annexed hereto as Annexure - VII .

A certificate from CS Swati Gupta, Practising Company Secretary (COP No. 12245, UDIN: F005766H000089883), confirming compliance with corporate governance norms, and a Certificate of Non-Disqualification of Directors (UDIN: F005766H000089806), both dated

April 14, 2026, are appended as Annexure B and Annexure C respectively to the Corporate Governance Report.

The Management Discussion and Analysis Report required under Regulation 34(2)(e) of the SEBI LODR forms an integral part of this Annual Report.

Business Responsibility and Sustainability Report (BRSR): Pursuant to Regulation 34(2)(f) of the SEBI LODR, the Business Responsibility and Sustainability Report is mandatorily required for the top 1,000 listed entities by market capitalisation. As the Company does not fall within the top 1,000 listed entities by market capitalisation, as per the list published by the Stock Exchanges in accordance with Regulation

i

3 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (based on average market capitalisation for the period July 2025 to December 2025) in terms of the SEBI (LODR) (Third Amendment) Regulations, 2024, the BRSR is not applicable to the Company for FY 2025-26.

28. POLICY FOR DETERMINATION OF MATERIALITY OF EVENTS / INFORMATION

In compliance with SEBI Circular No. SEBI/HO/ CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, which, inter alia, introduced quantitative thresholds for determination of materiality of events and information under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors of the Company reviewed and updated the Policy for Determination of Materiality for Disclosure of Events or Information at its meeting held on January 24, 2024. The updated Policy is available on the Companys website at www.sarlafibers.com.

29. RELATED PARTY TRANSACTION POLICY

In accordance with Regulation 23(1) of the SEBI LODR, which requires the Board to review the Related Party Transaction Policy at least once every three years, the Board has reviewed and confirmed that the current policy remains appropriate. The Policy is available at: https://www.sarlafibers.com/wp- content/uploads/2024/01/14.Related-Party- Transaction-Policy.pdf

30. WHISTLE BLOWER / VIGIL MECHANISM POLICY

The Company has in place a Vigil Mechanism / Whistle Blower Policy as required under Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the SEBI LODR. The Policy provides a formal mechanism for Directors, employees, and stakeholders to raise concerns about unethical behaviour, actual or suspected fraud, or violations of the Code of Conduct. Adequate safeguards against victimisation of complainants are provided. During FY 2025- 26, the Board affirms that no personnel were denied access to the Audit Committee. The Policy is available at: https://www.sarlafibers. com/wp-content/uploads/2024/01/15-Whistle- Blower-Policy.pdf

31. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Company has a Code of Conduct for

Prohibition of Insider Trading, framed in accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 (PIT Regulations), to regulate, monitor, and report trading of securities by Designated Persons. The Code lays down procedures for maintaining Unpublished Price Sensitive Information (UPSI), prevention of its leakage, and procedures for fair disclosure of UPSI. Mr. Mustafa Yusuf Manasawala, Company Secretary & Compliance Officer, has been designated as the Compliance Officer under the PIT Regulations. The Code is available on the Companys website at www. sarlafibers.com.

Mr. Kayvanna Shah, Chief Financial Officer was designated as interim Compliance Officer under PIT Regulations during the transition period i.e. September 4, 2025 - November 11, 2025.

32. COMPLIANCE MANAGEMENT FRAMEWORK

The Company has instituted a structured compliance management framework to monitor adherence to applicable laws and regulations and provide periodic updates to Senior Management and the Board. The Board reviews the status of compliance on a quarterly basis.

Compliance with Secretarial Standards

During FY 2025-26, the Company has complied with the applicable Secretarial Standards issued by ICSI, viz. SS-1 and SS-2. Certain agenda notes were circulated at shorter notice with the prior consent of the Board members, as recorded in the minutes. Such instances have been noted in the Secretarial Audit Report.

Risk Management

The Company has an adequate Risk Management framework to identify, assess, monitor, and mitigate business risks. The Board periodically reviews the Companys risk profile and the adequacy of risk mitigation measures at each quarterly meeting. Pursuant to Regulation 21 of the SEBI LODR, the mandatory requirement to constitute a Risk Management Committee (RMC) applies to the top 1,000 listed entities by market capitalisation. As the Company does not fall within the top 1,000 listed entities by market capitalisation as per the list published by the Stock Exchanges based on average market capitalisation for the period July 2025 to December 2025 in terms of the SEBI (LODR) (Third Amendment) Regulations, 2024, the mandatory constitution of a Risk Management Committee is not applicable to the Company.

The Board, however, ensures that risk governance is embedded in its regular agenda through its internal risk oversight process. The Risk Management Policy is available at: https://www.sarlafibers.com/wp-content/ uploads/2024/01/13.Risk-Management-Policy. pdf.

Based on the risk assessments conducted during FY 2025-26, the Board is of the opinion that the following elements of risk, if not adequately mitigated, may in the Boards opinion threaten the existence of the Company:

(i) significant volatility in raw material prices, which could adversely compress operating margins;

(ii) material adverse movements in foreign exchange rates, given the substantial proportion of the Companys revenue denominated in foreign currencies;

(iii) adverse regulatory changes including modifications to export/import duty structures, FEMA compliance requirements pertaining to overseas investments, or adverse regulatory actions by SEBI or MCA;

(iv) supply chain disruptions arising from geopolitical developments or global logistics constraints affecting key international markets; and

(v) cyber security breaches or IT system failures that could impact business continuity, data integrity, or regulatory compliance.

The Company has put in place appropriate risk mitigation strategies for each of the above, as detailed in the Management Discussion and Analysis Report forming part of this Annual Report

Cyber Security and Information Technology Risk

The Company recognises that cyber security and information technology risks are an integral part of its overall risk management framework. The Company has in place appropriate IT security measures, access control mechanisms, data backup and recovery protocols, and network security systems to protect its digital assets and sensitive business information.

Periodic reviews of IT infrastructure and security protocols are conducted to identify vulnerabilities and implement corrective measures. The management ensures that adequate controls are in place to mitigate risks

arising from cyber threats, data breaches, and IT system failures. No material cyber security breach or IT failure was reported during FY 2025-26.

The Company continuously reviews and strengthens its cyber security and information technology risk management framework in line with evolving business requirements, emerging cyber threats, and generally accepted industry practices.

33. ANNUAL RETURN

The Annual Return of the Company in Form MGT- 7 for the financial year ended 31st March 2026 will be filed with the Registrar of Companies within sixty (60) days from the conclusion of the 33rd Annual General Meeting. Upon filing, the Annual Return shall be made available and accessible on the Companys website at https:// www.sarlafibers.com/reports/. Members may access the said URL after filing for inspection of the current Annual Return.

34. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace. A Policy on Prevention, Prohibition, and Redressal of Sexual Harassment (POSH Policy) has been adopted in line with the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the Rules thereunder. An Internal Complaints Committee (ICC) has been duly constituted in accordance with the said Act, including the appointment of an external member as required. The POSH Policy is available at: https^www.sarlafibers.com/wp- content/uploads/2024/01/POSH-Policy-Sarla. pdf

55. MATERNITY BENEFIT COMPLIANCE

The Company affirms its compliance with the Maternity Benefit Act, 1961 and rules made thereunder. All eligible women employees are provided maternity leave and associated benefits in accordance with statutory requirements and the Companys internal policies.

56. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During FY 2025-26, no significant or material order was passed by any Regulator, Court, or Tribunal that would impact the going concern status of the Company or its future operations. The Companys ongoing legal matters are disclosed in the Corporate Governance Report (Section 4, Clause iii) forming part of this Annual Report.

57. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION

The Board of Directors of the Company, at their meeting held on April 22, 2026, has recommended a Final Dividend of 2.00 (200%) per Equity Share of face value of 1.00 each for the Financial Year ended 31st March 2026, as detailed in Section 3 of this Report, subject to approval of the Members at the 33rd AGM. Save and except the aforesaid, there are no other material changes or commitments affecting the financial position of the Company which have occurred between the end of the financial year (March 31, 2026) and the date of this Report.

38. CREDIT RATING

During FY 2025-26, no new credit rating actions were carried out by Acuite Ratings & Research Limited. The Company continues to hold the ratings assigned vide Acuites letter dated February 24, 2025, the details of which are as follows:

The rating rationale is available on the website of Acuite Ratings & Research Limited at Acuite Ratings & Research Limited.

39. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During FY 2025-26, the Company transferred 12,22,358/- to the IEPF Authority, pertaining to the Final Dividend for FY 2017-18. Additionally, 78,518 underlying Equity Shares were transferred to the IEPF Authority as per applicable provisions of the Companies Act, 2013 and the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules. 2016

Shareholders may reclaim their dividends and/ or shares transferred to IEPF by filing Form IEPF-5 (available at www.iepf.gov.in) along with the requisite documents. No claim shall lie against the Company in respect of amounts or shares duly transferred to IEPF. The table below provides details of outstanding unclaimed dividends and the respective last dates for claiming before transfer to IEPF:

Note: The FY 2017-18 Final Dividend has been fully transferred to IEPF (last date 2nd November 2025 has expired). No dividends were declared for FY2019-20 and FY2020-21.

Pursuant to Rule 7(2A) of the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, Mr. Krishna Madhusudan Jhunjhunwala, Chairman & Managing Director (DIN: 00097175), has been designated as the Nodal Officer and Mr. Mustafa Yusuf Manasawala, Company Secretary & Compliance Officer (A76344), has been designated as the Deputy Nodal Officer of the Company for the purposes of the said Rules.

40. INSURANCE

All the properties of the Company, including buildings, plant and machinery, and inventories, have been adequately insured against risks and contingencies during FY 2025-26.

41. PROCEEDINGS UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND ONE-TIME SETTLEMENT

There were no proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016 during FY 2025-26. There were no instances of one-time settlement with any bank or financial institution during the year; accordingly, details of valuation are not applicable.

42. DISCLOSURE PURSUANT TO SEBI CIRCULAR ON FUND RAISING BY LARGE CORPORATES

Pursuant to SEBI Circular No. SEBI/HO/DDHS/ CIR/P/2018/144 dated 26th November 2018, the Company does not fall under the category of Large Corporate as defined in the said Circular. The Company has not raised any funds through issuance of debt securities during the year under review.

43. ACKNOWLEDGEMENTS AND APPRECIATION

Your Board of Directors takes this opportunity to place on record its deep appreciation for the continued support, trust, and confidence reposed by the Members, customers, suppliers, bankers, business associates, and all other stakeholders. The Directors also express their sincere gratitude to BSE Limited, the National Stock Exchange of India Limited, the Securities and Exchange Board of India, the Ministry of Corporate Affairs, the Ministry of Finance, the Government of India, State Governments, and all other regulatory and statutory authorities for their valuable guidance and continued support. The Directors place on record their wholehearted appreciation for the commitment, dedication, and hard work of all employees across all levels, who remain the driving force behind the Companys sustained performance.