Your Directors present their 38th Annual Report and the Audited Financial Statements for the year ended 31 March, 2026.
FINANCIAL RESULTS

Rs. In Lakhs

FINANCIAL PERFORMANCE

The present geo political unrest across the globe has affected trade and economics on macro level. This has been a challenging
period to the Export heavy enterprises and companies, continuous rise in commodity prices and logistics costs is also another
emerging issue. The situation has further developed in the last quarter of financial Year 2025-26 which has impact on the
financial results and business performance of the company. The management has taken corrective action and the corrective
measures being an ongoing real time activity the outcome of these measures will be seen in forth coming financial years.

The Company achieved a revenue of Rs. 43954.92 Lakhs in FY 2025-26 and a net profit of Rs. 537.24 Lakhs as against profit of
Rs. 540.17 Lakhs in the previous year. The Company progressed well in deploying several mechanization across the production
line, Marketing, new R&D and delivery of products to improve productivity and quality of execution.

DIVIDEND

The Board of Directors has not recommended a dividend.

BUSINESS OPERATIONS/PERFORMANCE OF THE COMPANY

Your directors inform the members that during the year under review, the operations of the Company stabilized. Your
Company geared itself to face the challenges and made all efforts to continue its operations with full efficiency and vigour.

TRANSFER TO RESERVES

An amount of Rs.20 crores was transferred to the General Reserve out of the Profit available for appropriation.

RESERVE AND SURPLUS

Reserves and Surplus stood at to Rs. 1,36,22,47,906 as at March 31, 2026 compared to Rs. 1,32,32,85,028 as at March 31,
2025.

SHARE CAPITAL DURING THE YEAR 2025-26

During the year under review, there is no change in share capital of the Company.

BOARD MEETINGS

The Board of Directors met nine (09) times during the financial years 2025-26. The Meetings were held on May 26, 2025, July
24, 2025, August 02, 2025, October 14, 2025, November 28, 2025, January 16, 2026, February 26, 2026, March 17, 2026 and
March 2 5,2026. The time gaps between any two consecutive meetings are in compliance with the provision of the Companies
Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors. On March 31,2026 the Board consists
of Six members, three of whom are executive directors or whole Time Director and Three are independent directors.

The policy of the Company on directors' appointment and remuneration including criteria for determining qualification,
positive attributes independence of director and other matters as required under sub- section (3) of Section 178 of the
Companies Act,2013 is available on our website www.damodargroup.com. There has been no change in the policy since the
last fiscal year. We affirm that remuneration paid to directors is as per the terms laid out in the nomination and remuneration
policy of the company.

As per the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the listed Companies are required to
formulate certain policies. As a good corporate entity, the Company has already formulated several corporate governance
policies and the same are available on the Company's website i.e. www.damodargroup.com. The said policies are reviewed
periodically by the Board to make them in compliance with the new Regulations/ requirements.

DIRECTORS AND KEY MANAGERIAL PERSONNELDirectors Retiring by Rotation

Pursuant to Section 152 and other applicable provisions of the Act, and the Articles of Association of your Company, one-third
of the Directors (other than Independent Directors) as are liable to retire by rotation, shall retire every year and, if eligible, offer
themselves for re-appointment at every AGM.

Consequently, Mr. Aditya Biyani (DIN: 10304061), retires by rotation and being eligible, offers himself for re-appointment in
accordance with provisions of the Act.

During the year under review, following changes takes place in composition of Board of Director:

I. Mr. Pankaj Srivastav (DIN: 6716582) ceased to be Director (Independent Non-Executive) of the company w.e.f. May 10,
2025 due to expiry of his term.

II. Mr. Pankaj Srivastav (DIN: 6716582) was appointed as an Independent Non-Executive Director of the company w.e.f. July
24, 2025.

III. Mr. Pankaj Srivastav (DIN: 6716582) resigned to be Director (Independent Non-Executive) of the company w.e.f. January
13, 2026 due to pre-occupation and other personal commitments.

IV. Mr. Suresh Narayan Nayak (DIN: 11588687) was appointed as an Independent Non-Executive Director of the company
w.e.f. March 17, 2026.

INDEPENDENT DIRECTORS

The Independent Directors have submitted a declaration that each of them meet the criteria for independence as laid down
under Section 149(6) of the Act read with Rules framed thereunder and Regulation 16 of the Listing Regulations and that they
are not aware of any circumstance or situation, which exists or is anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgment and without any external influence as required under
Regulation 25 of Listing Regulations.

KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 203 of the Act, Mr. Arunkumar Biyani, Whole-time director and Chairman of the company,
Mr. Aman Biyani, Managing Director of the Company, Mr. Sheetal Prasad Singhal, Chief Financial Officer of the company and Mr.
Subrat Shukla, Company Secretary and Compliance Officer of the company continued as Key Managerial Personnel as on March
31,2026.

During the year under review, Mr. Indrajit Kanase, has resigned from the post of Company Secretary and compliance officer of
the Company w.e.f. December 31, 2025 and Mr. Subrat Shukla, has been appointed as Company Secretary and Compliance
Officer of the company with effect from March 17, 2026.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board committees and individual directors
pursuant to the provisions of the Act. The performance of the Board was evaluated by the Board after seeking inputs from all the
directors on the basis of the 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 the criteria such as the composition of committees, effectiveness of committee meetings.

CODE OF CONDUCT FOR THE PREVENTION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the SEBI (Prohibition of
Insider Trading) Regulations, 2015 and the Insider Trading Policy of the Company covering code of practices and procedures
for fair disclosure of unpublished price sensitive information and code of conduct for prevention of insider trading is available
on our website www.damodargroup.com. All Directors and Senior Management Personnel have affirmed compliance with the
Code. A declaration to this effect signed by the Managing Director and Chief Financial Officer of the Company appears
elsewhere in this Annual Report.

CHANGE IN NATURE OF BUSINESS, IF ANY

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

CREDIT RATING

The Company has obtained the credit rating on Long Term Bank Loan facility and short term Bank Loan, from Credit Rating
Agency ‘CRISIL' which is as under:

Rating on Long Term Bank Loan facility: ‘CRISIL BBB-/Stable'

Rating on Short Term Bank Loan: ‘CRISIL A3'

Rating on Fixed Deposit: ‘FB-/Stable'

DIRECTOR’S RESPONSIBILITY STATEMENTIn terms of Section 134(3) of the Companies Act, 2013, the Directors would like to state:

(a) that in the preparation of the annual financial statements for the year ended March 31,2026, the applicable accounting
standards (IND AS) have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied
consistently and judgment 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 March 31,2026 and of the profit of the Company for the year ended on
that date;

(c) that 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) that the annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating
effectively.

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and
operating effectively.

DETAIL OF FRAUD AS PER AUDITORS REPORT

During the year under review, neither the statutory auditors nor the secretarial auditors has reported any instance of fraud
committed against the Company by its officers or employee to the audit committee, under section 143 (12) of the Companies
Act,2013, accordingly the requirement of mentioning the details in the Board Report is dispensed with.

COMMITTEE OF THE BOARD

The composition and terms of reference of the Audit Committee, Nomination and Remuneration Committee, Stakeholders
Relationship Committee and CSR Committee have been furnished in the Corporate Governance Report forming part of this
Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee
and Nomination, Remuneration Committee and CSR committee.

STATUTORY AUDITORS AND AUDITOR’S REPORT

M/s. Devpura Navlakha & Co., Chartered Accountants (FRN No. 121975W), has been appointed as the Statutory Auditors of the
Company for the term from 35 th Annual General Meeting till the conclusion of the 40th Annual General Meeting to be held in
the year 2028.

The Report of the Statutory Auditors along with the Notes to Schedules forms part of the Annual Report and contains an
Unmodified Opinion without any qualification, reservation, disclaimer or adverse remark.

The Statutory Auditors of the Company have not reported any fraud as specified in Section 143(12) of the Act.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Company had appointed M/s. Pramod Jain and Co.,
Company Secretaries in Practice, to undertake the secretarial audit of the Company for the year 2025-26. The Secretarial Audit
Report is annexed as Annexure I.

The Secretarial Audit Report contain following remark.

During the year under review there was one instance where the constitution of Audit Committee and Nomination and
remuneration committee was not as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, in respect of which fine was levied by the exchange(s), to which, the company responded that the company has paid the
fine so levied by the exchange(s) and also taken corrective measures to comply with regulation 18 and 19 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS

During Financial Year 2025-26, the Company has complied with the relevant provisions of Secretarial Standards issued by the
Institute of Company Secretaries of India on Board Meetings and General Meetings.

COST AUDIT

The Board, on the recommendation of the Audit Committee, had appointed M/s. Dilip M. Bathija, Cost Accountants (FRN
No.100106) as cost auditor to conduct the audit of Company's cost records for the financial year ended March 31, 2027. The
Cost Auditors have submitted their report for the year 2025-26.

The Cost Audit Report, for the year ended March 31,2025, will file with the Central Government within the prescribed time.

In accordance with the provisions of section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, since the
remuneration payable to the Cost Auditors for FY 2026-27 is required to be ratified by the shareholders, the Board
recommends the same for approval by shareholders at the ensuing AGM.

INTERNAL AUDITOR

As per requirements of Section 138(1) of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014,
the Board of Directors of the Company had appointed M/s. Krishna Gandhi & Co, Chartered Accountants as Internal Auditor of
the Company for the year 202 5-26.

FIXED DEPOSITS:

Details relating to Fixed Deposits, covered under Chapter V of the Companies Act,2013, as under:

a. Accepted and renewed during the year : Rs. 14,81,00,000/-

b. Remained unpaid or unclaimed as at the end of the year : 0.00

c. Whether there has been any default in repayment of deposits or

payment of interest thereon during the year : Nil

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There is no significant material orders passed by the Regulators/Courts which would impact the going concern status of the
Company and its future operations.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

In accordance with the provisions of Sections 124, 125 and other applicable provisions, if any, of the Companies Act, 2013,
read with the Investor Education Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter
referred to as “IEPF Rules”) (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the
amount of dividend remaining unclaimed or unpaid for a period of seven years from the date of transfer to the unpaid dividend
account is required to be transferred to the IEPF, maintained by the Central Government. In pursuance of this, the dividend
remaining unclaimed or unpaid in respect of dividends declared upto dividend for the financial year ended March 31, 2019
have been transferred to the IEPF. The details of the unclaimed dividends so transferred are available on the Company's
website, www.damodargroup.com and in the website of the Ministry of Corporate Affairs at www.mca.gov.in

In accordance with Section 124(6) of the Act, read with the IEPF Rules, all the shares in respect of which dividend has remained
unclaimed or unpaid for seven consecutive years or more are required to be transferred to the demat account of the IEPF
Authority. Accordingly, all the shares in respect of which dividends were declared upto interim dividend for the financial years

ended March 31, 2019 and remained unpaid or unclaimed were transferred to the IEPF. The details of such shares transferred
have been uploaded in the Company's website www.damdoargroup.com.

The shares and unclaimed dividend transferred to the IEPF can however be claimed back by the concerned shareholders from
IEPF Authority after complying with the procedure prescribed under the IEPF Rules. The Member/Claimant is required to make
an online application to the IEPF Authority in Form IEPF -5 (available on www.iepf.gov.in)

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are
given in the notes to the Financial Statements.

Also, pursuant to Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Hereinafter as the “SEBI Listing Regulations”), particulars of Loans/ Advances have been disclosed in the
notes to the Standalone Financial Statements, forming part of the Annual Report.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to Section 149(7) of the Act, the Company received declarations from all Independent Directors confirming that they
meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and
Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent
Directors confirmed that they were 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 and that they are independent of the Management.

The Board of Directors of the Company took on record the declaration and confirmation submitted by the Independent
Directors after undertaking a due assessment of the veracity of the same.

The Board is of the opinion that the Independent Directors possess the requisite qualify cations, experience, and expertise and
they hold high standards of integrity. The Independent Directors complied with the Code for Independent Directors prescribed
in Schedule IV to the Act and also confirmed that their registration with the databank of Independent Directors maintained by
the Indian Institute of Corporate Affairs complies with the requirements of the Companies (Appointment and Qualifications of
Directors) Rules, 2014.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forms part of our Report. A certificate has been received from the Practicing
Company Secretary regarding compliance of the conditions of Corporate Governance as stipulated under the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

RISK MANAGEMENT

The Company has laid down Risk Management Policy. The Policy aims to identify, evaluate, manage and monitor all types of
risks associated with the business of the Company. The Board as well as Audit Committee regularly overseas the risk
management process in the Company, as required under 134(3)(n) of the Companies Act, 2013 and The SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015. Your Company is operating in Textile segment and has
identified certain risks which may affect the performance of the Company. These are operational risks such as fluctuation in
cotton prices, fluctuation in foreign exchange rates, Labour problems and regulatory risks such as change in Government
Policy with respect to Textile Industry etc. The Company's Risk Management Policy aims to suggest the steps to be taken to
control and mitigate the risk associated with the Company's Textile Business. We are of opinion that none of identified risk is
such that which may threaten the existence of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS:

As required under Regulation 34(2) (e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations,2015 the Management Discussion and Analysis Report is presented in a separate section forming

part of the Annual Report.

VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES

The Company has established a vigil mechanism for directors and employees to report genuine concerns. The vigil mechanism
provides for adequate safeguards against victimization of person who use vigil mechanism and also provide direct access to
Chairman of the Audit Committee and Managing Director of the Company in appropriate and exceptional cases.

In pursuant to the provisions of section 1 77(9) & (1 0) of the Companies Act, 2013, a Vigil Mechanism for directors and
employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website
of the Company at www.damodargroup.com

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

The Company has zero tolerance for sexual harassment at the workplace and has adopted a ‘Respect for Gender' Policy on
prevention, prohibition and redressal of sexual harassment in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act') and the Rules made thereunder. In compliance
with the POSH Act, the Company has constituted an Internal Committee to consider and redress complaints pertaining to
sexual harassment at the workplace.

During 2025-26, No case of sexual harassment of women was filed under the said Act. No complaint remained pending for
more than ninety days, and no complaint was pending as at the end of the Financial year.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TILL DATE OF REPORT

There are no material changes and commitments, affecting the financial position of the Company which has occurred between
the end of the financial year of the Company to which the financial statements relate and the date of the report other than those
disclosed in the financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

During the year under review, no significant material orders were passed by the Regulators or Courts or Tribunals
impacting the going concern status and your Company's operations. However, Members attention is drawn to the
Statement on Contingent Liabilities and Commitments in the Notes forming part of the Financial Statement

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

The information required under section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts)
Rules,2014, is given in the Annexure-II to this report.

EXTRACT OF ANNUAL RETURN

Pursuant to Sections 92(3) and 134(3)(a) of the Act, the Annual Return for 202 5-26 is available on the Company's website at
www.damodargroup.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during
the year under review are set out in Annexure- III of this Report in the format prescribed under the Companies (Corporate
Social Responsibility Policy) Rules, 2014. The CSR policy is also available on the website of your Company at
http://damodargroup.com/investors/policies/ CSR_Policy_Final.pdf. For other details regarding the CSR Committee please
refer to the Corporate Governance Report, which is a part of the Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The prescribed particulars of Employee required under section 197 read with Rule 5 of the Companies (Appointment and
remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-IV as form the part of Boards Report.

PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES

During the year under review, all transactions with Related Parties were on arm's length basis and in the ordinary course of
business. The Company did not have any contracts or arrangements with related parties in terms of Section 188(1) of the Act.
Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Act, along with
justification for entering such contracts or arrangements in Form AOC-2, do not form part of the report, as the same is not
applicable.

POLICY ON REMUNERATION OF DIRECTORS

Your Company has adopted a Remuneration Policy for the Directors, KMP, Senior Management and other employees, pursuant
to the provisions of the Act and the Listing Regulations. The key principles governing your Company's Remuneration Policy and
connected matter as provided in section 178(3) of the Act has been disclosed in the Corporate Governance Report which forms
part of this Report. It is affirmed that the remuneration paid to Directors, KMP and all other employees is as per the
Remuneration Policy of your Company. The Remuneration Policy for Directors, KMP and other Employees is uploaded on the
website of your Company at http://damodargroup.com/ investors/policies/remuneration_policy.pdf.

FAMILIARIZATION PROGRAMME FOR THE INDEPENDENT DIRECTOR(S)

In compliance with the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the
Company has put in place a familiarization program for the Independent Directors to familiarize them with their role, rights and
Responsibilities as Directors, the working of the Company, nature of the industry in which the Company operates, business
model etc. The details of the familiarization program are explained in the Corporate Governance Report and are also available
on the Company's website at www.damdoargroup.com.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL
STATEMENTS

According to Section 134(5)(e) of the Act, 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's internal control systems are commensurate with its size and the nature of its operations. The Company has a
strong and independent Internal Audit department. The Audit Committee also deliberates with the members of the
management, considers the systems as laid down and meets the internal auditors and statutory auditors to ascertain their
views on the internal financial control systems. Further details are provided in the Management Discussion and Analysis Report
which forms a part of the Annual Report.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

During the year under review the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961.
GENERAL DISCLOSURES

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions
on these items during the year under review:

Issue of share with differential rights

The Company has not issued any shares with differential rights and hence no disclosure is required as per provisions of Section
43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014.

Issue of Sweat Equity Shares

The Company has not issued any sweat equity shares during the year under review and hence no disclosure is required as per
provisions of Section 54(1)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014.

Issue of Equity Shares Under Employee Stock Option Scheme

The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence
no disclosure is required as per provisions of Section 62(1)(b) of the Act read with Rule 12(9) of the Companies (Share Capital
and Debenture) Rules, 2014.

OTHER DISCLOSURES

• During the financial year, the company has not entered in any onetime settlement/other settlement with the banks
and/or financial institutions.

• During the year under review, your Company did not make any applications under the Insolvency and Bankruptcy Code,
2016.

• During the year under review, no company has become or ceased to be Subsidiary, joint venture or associate company.
GENERAL

The notes forming part of the accounts are self-explanatory, to the extent necessary, have been dealt with in the preceding
paragraphs of the Report.

ACKNOWLEDGMENTS

Your Directors wish to express their appreciation for the assistance and co-operation received from the Members, Banks,
Government Authorities, Customers, Suppliers, Associates, Employees and Various Authorities. The directors of the Company
thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation
of the Company and look forward to their continued support during the year.

For and behalf of the Board
Arunkumar Biyani

Place : Mumbai Chairman

Date : 15th May,2026 (DIN: 00016519)