Studds Accessories Ltd. ನಿರ್ದೇಶಕರ ವರದಿ

Your Board of Directors have pleasure in presenting the 44^th Annual Report on the business and operations of the Studds Accessories
Limited ("the Company" or "Our" or "We" or "STUDDS''''), together with the Audited Standalone and Consolidated Financial Statements,
for the financial year (''FY'') ended March 31,2026.

In order to maintain coherence and avoid repetition, certain disclosures required to be included in the Board''s Report have
been presented in other sections of this Annual Report, including the Management Discussion & Analysis, Report on Corporate
Governance, and the Annexures forming part of this Report. All such sections and annexures shall be read as an integral part of this
Board''s Report.

1. FINANCIAL HIGHLIGHTS

The standalone and consolidated financial statements for the financial year ended March 31, 2026, forming part of this
Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of
Corporate Affairs.

The Company''s financial performance during the financial year 2025-26 as compared to the previous financial year 2024-25 is
summarized below:

2. OVERVIEW, STATE OF AFFAIRS AND BUSINESS
PERFORMANCE

We have journeyed a long way, from manufacturing
of our first helmet in a garage to become one of the
largest manufacturer in the helmet industry in the year
2024. The STUDDS brand was registered in the year
1975, thereafter the Studds Accessories Limited, the
Company was incorporated in the year 1983. We are the
largest two-wheeler helmets player in India in terms of
revenue in Fiscal 2024 and also the world''s largest two¬
wheeler helmet player by volume in Calendar Year 2024.
(Source: CARE Report).

Backed by nearly five decades of expertise, we have
continuously innovated to fulfil our unwavering commitment
of making every two-wheeler rider journey safer. Both of
our brands, ''STUDDS'' and ''SMK'', have been marketed and
sold in pan-India through 360 distributors and in more
than 70 countries, internationally, with a strong export
presence spanning the Americas, Asia (excluding India),
Europe and rest of the world. Our SMK brand contributes
~15% of and exports contributes to ~20% of the revenue.

We at STUDDS believe that dreams differentiate the better
from the best and hence its our small effort in the journey
of the individual to fulfil his/her dreams. As we touch
millions of lives every year, we intend to continue to build
on this trust with our passion to produce safe, innovative,
technology driven, comfortable yet quality products.

- We believe that the helmet manufacturers in India are
starting to experience a trend towards consolidation,
driven by;

- regulatory changes including mandate for pillion rider
and mandatory changes of helmets at the time of two¬
wheeler purchase; and demanding more stringent
safety standards;

- consumer awareness about road safety including
the importance of wearing high quality and premium
helmets; and

- A replacement and fashion-driven helmet market
shifting towards premiumisation, fuelled by rising
demand for aspirational, lifestyle-defining products.

We have manufacturing capacity of 9.5 million helmets and
boxes (''units''). Our Annual Production of helmets and boxes
was over 8.27 million units in FY 2025-26. The Company
manufactures helmets and motorcycle accessories for two-
wheelers and sells through a network of around 360 active
distributors across Pan India. Attention to detail in features
such as padding, ventilation, and weight distribution has
not gone unnoticed by our riders leading to an increase in
demand for ''STUDDS'' and ''SMK'' branded helmets. We had
a market share of 27.3% in terms of volume and 25.5% in
terms of value, in the domestic market in FY24 (Source: CARE
Report). We remain committed to solidifying our market
leadership in India and internationally.

During the year, the Company successfully completed its
Initial Public Offering (IPO), comprising an Offer for Sale
(OFS) of 77,86,120 equity shares aggregating to Rs. 4,554.88
million. The Company''s equity shares were listed on BSE
Limited and the National Stock Exchange of India Limited
on November 7, 2025, marking a significant milestone in its
corporate journey.

3. FINANCIAL PERFORMANCE
Standalone

For the financial year ended March 31,2026, your Company
delivered a strong and well-rounded financial performance,
with growth in profitability consistently outpacing revenue
growth across all key metrics. Revenue from Operations
grew by 8.18% from Rs. 5,825.59 million in FY 2024-25 to
Rs. 6,301.85 million in FY 2025-26. Total Income, inclusive
of other income of Rs. 115.16 million, stood at Rs. 6,417.01
million for the year.

At the operating level, EBITDA increased from Rs. 1,056.76
million in FY 2024-25 to Rs.1,235.26 million in FY 2025-26,
registering a year-on-year growth of 16.89%. The EBITDA
margin on Revenue from Operations stood at approximately
19.60%, reflecting sustained operational efficiency,
disciplined cost management and the benefits of operating
leverage as the Company scaled its business. Profit Before
Tax (PBT) grew by 17.70% from Rs. 961.06 million to Rs.
1,131.21 million, demonstrating the Company''s ability to
convert top-line growth into meaningful pre-tax earnings.

Profit After Tax (PAT) for FY 2025-26 stood at Rs. 837.53
million as compared to Rs. 707.78 million in FY 2024-25,
a growth of 18.33%. Total Comprehensive Income for the
year, comprising PAT and other comprehensive income,
stood at Rs. 840.36 million as against Rs. 708.89 million in FY
2024-25. Basic Earnings Per Share (EPS) improved from Rs.
17.99 in FY 2024-25 to Rs. 21.28 in FY 2025-26. Net Worth
of the Company strengthened from Rs. 4,504.23 million
as at March 31, 2025 to Rs. 5,246.21 million as at March
31, 2026, reflecting a growth of 16.47%, underpinned by
consistent accretion of retained earnings. The progressive
improvement across all profitability metrics — EBITDA, PBT
and PAT — reaffirms the robustness of the Company''s
business model and its commitment to delivering
sustainable shareholder value.

Consolidated

On a consolidated basis, your Company sustained its
growth momentum across all financial parameters during
FY 2025-26. Revenue from Operations grew by 8.61% from
Rs. 5,839.51 million in FY 2024-25 to Rs. 6,342.33 million in
FY 2025-26. Total Income, inclusive of other income of Rs.
115.16 million, stood at Rs. 6,457.49 million for the year
under review.

EBITDA on a consolidated basis increased from Rs.
1,049.67 million in FY 2024-25 to Rs.1,221.91 million
in FY 2025-26, registering a year-on-year growth of
16.41%. The EBITDA margin on Revenue from Operations

stood at approximately 19.27%. Profit Before Tax (PBT)
grew by 17.46% from Rs. 950.30 million to Rs. 1,116.19
million, reflecting both revenue growth and continued
improvement in operational efficiencies across the Group.

Profit After Tax (PAT) for FY 2025-26 stood at Rs. 826.53
million as compared to Rs. 696.43 million in FY 2024-25,
registering a growth of 18.68%. Total Comprehensive
Income for the year stood at Rs. 833.29 million as against
Rs. 697.00 million in FY 2024-25, a growth of 19.55%. Basic
Earnings Per Share (EPS) for FY 2025-26 stood at Rs. 21.00
as against Rs. 17.70 in FY 2024-25.

Goods and Services Tax (GST)

The amendments in the rates announced by the
Government of India was a positive step for consumers.
It stimulated consumption, drove affordability and
contributed to the overall growth in relative industry sector
and the economy. This helped in accommodating some
of the commodity inflationary impacts prior to GST rate
cut from consumer pricing perspective. Your Company is
currently well placed.

Collectively, the consistent outperformance of profitability
metrics relative to revenue, on both standalone and
consolidated bases, reflects the Company''s improving
operating leverage, disciplined cost structure and growing
contribution of high-margin export revenues to the overall
business mix. Towards the end of the year, geopolitical
developments in West Asia introduced some uncertainty
around fuel prices and supply chains; however, underlying
demand drivers — including infrastructure investment,
replacement demand and gradual rural recovery,
remained intact.

Your Company''s strong financial performance in this
environment is a testament to the resilience of its business
model and its ability to navigate external headwinds while
sustaining growth.

4. DIVIDENDDeclaration and Payment of Dividend

The Board is pleased to recommend a dividend of Rs. 3
per equity share (60% of face value of Rs. 5/- per share) on
3,93,53,400 fully paid-up Equity Shares of the Company,
for the financial year ended March 31,2026, at its meeting
held on May 23, 2026. The Dividend is recommended to
the Shareholders at the forthcoming 44^th Annual General
Meeting (''AGM'') of the Company as stipulated in the Notice
of 44^th AGM.

During the FY 2025-26, the Company declared and paid
the dividend of Rs. 2.5/- representing 50% on 3,93,53,400
fully paid-up Equity Shares which was distributed from the
profits of the Company for the FY 25.

The dividend once approved by the Shareholders will
be paid to those Members whose name appears on the

Register of Members (including Beneficial Owners) of the
Company as at the end of the Record Date, in accordance
with the applicable provisions of the Companies Act, 2013
(hereinafter referred as ''the Act'') and the rules made
thereunder . If approved, the dividend would result in a total
cash outflow of Rs. 11,80,60,200/- (including TDS payable
thereon) (previous year Rs. 9,83,83,500/-). The dividend
payout is in accordance with the prevalent applicable laws
and the Company''s Policy.

Pursuant to the Finance Act, 2020, dividend income is
taxable in the hands of the Members with effect from
April 1, 2020 and the Company is required to deduct tax
at source on dividend paid to the Members at the rates
prescribed under the Income Tax Act, 2025.

Record Date

The Company has fixed Saturday, August 29, 2026 as
the "Record Date" for the purpose of determining the
entitlement of Members to receive dividend for FY26.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015, as
amended, (hereinafter referred as ''SEBI Listing Regulations''
or ''Listing Regulations''), the Board has formulated a
Dividend Distribution Policy. The said policy is available on
the website of the Company athttps://www.studds.com/
Adminpanel/uploads/templates/Dividend-Distribution-
Policy.pdf.

5. TRANSFER OF UNCLAIMED / UNPAID
DIVIDEND/ SHARES TO THE INVESTOR
EDUCATION AND PROTECTION FUND

Pursuant to Sections 124 and 125 of the Act read with
the Investor Education and Protection Fund Authority
(Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF
Rules"), dividend, if not claimed for a period of seven years
from the date of transfer to Unpaid Dividend Account of
the Company, are liable to be transferred to the Investor
Education and Protection Fund ("IEPF"). During the period
under review, the Company had transferred the unclaimed
dividend amount of Rs. 34,301 to the IEPF Authority from
the Final Dividend for the Financial Year 2017-18.

Pursuant to the provisions of IEPF Rules, all shares in
respect of which dividend has not been paid or claimed
for seven consecutive years, shall be transferred by the
Company to the designated Demat Account of the IEPF
Authority ("IEPF Account") within a period of thirty days
of such shares becoming due to be transferred to the
IEPF Account, after giving due notices to the concerned
shareholders. However, no such case falls under this
category and accordingly, no share has been transferred
during the year under review to the Demat account of IEPF
Authority.

Whilst the Company and/ or its Registrar & Share Transfer
Agent (''RTA'') send out communications to the Members

informing them about the due dates to transfer the
unclaimed dividends to IEPF, the attention of the concerned
stakeholders is again drawn to this matter through the
Annual Report. All the shares in respect of which dividend
has remained unclaimed for seven consecutive years
or more from the date of transfer to unclaimed/unpaid
dividend account and if not claimed before the due date,
November 4, 2026, then it shall also be transferred to
IEPF Authority this year, if any. Members/ Shareholders
are advised to visit the weblinkhttps://www. studds.com/
investor-relations/unclaimed-dividend-iepf to ascertain
details of dividend/ shares, if any, liable for transfer to the
IEPF Authority. Investors who have not yet encashed their
unclaimed/unpaid amounts are requested to correspond
with the Company''s RTA, at the earliest.

The shareholders whose unpaid dividend / shares which
has been transferred to the IEPF may request the Company
/ RTA as per the applicable provisions in the prescribed
Form I EPF-5 and by following the procedure prescribed
under IEPF Rules, 2016, as amended from time to time, for
claiming the unpaid dividend / shares from IEPF. Primarily,
the concerned shareholder must submit the requisite
documents and obtain the Entitlement Letter from the
Company. Thereafter, an online application in Form IEPF-
5, as available on the website of the Ministry of Corporate
Affairs www.mca.gov.in. should be filed and the said form
duly self-certified should be forwarded to the Company to
furnish the E-Verification Report, in the prescribed format,
to the IEPFA. No claims shall lie against the Company
in respect of the dividend/shares so transferred. The
Members/Claimants can file only one consolidated claim
in a financial year as per the IEPF Rules.

The details of the nodal officer are also available on
weblink at thehttps://www.studds.com/investor-relations/
shareholder-services.

6. RESERVES

No amount has been transferred to General Reserve,
during the financial year 2025-26.

7. MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments affecting
the financial position of the Company subsequent to the
close of the financial year till the date of this Report, except
elsewhere mentioned in this report.

However, a Wholly Owned Subsidiary (hereinafter referred
to as ‘WOS'') is incorporated with an initial capital of EUR
300,000 (Euro three hundred thousand) with 100% stake
in Wholly Owned Subsidiary in Italy, Europe, by the Studds
Accessories Limited, subsequent to the close of the
financial year and before the date of this Report.

8. EMPLOYEE STOCK OPTION SCHEME

During the year, the Company has neither issued any
stock options nor implemented any scheme or any policy
on issuance of stock options. The Board of Directors at its
meeting held on May 23, 2026 approved Studds Accessories
Limited Employee Stock Option Scheme 2026 ("STUDDS
ESOP Scheme 2026" or "ESOP Scheme" or "Scheme") for
the grant of stock options to Eligible Employees of Studds
Accessories Limited including its Subsidiary Company(ies),
in India or outside India, in accordance with Section 62(1)

(b) of the Companies Act, 2013 and SEBI (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021
and other applicable laws, subject to the approval of the
shareholders in the ensuing Annual General Meeting of the
Company and such other regulatory / statutory approvals
as may be necessary.

The maximum aggregate number of Options that may be
granted under the Scheme shall not exceed 2,97,381 (Two
Lakh Ninety-Seven Thousand Three Hundred and Eighty-
One) Options, equivalent to 0.75% of the post-issued paid-
up equity share capital of the Company, at an exercise price
of not less than 85% of the market price, subject to the
terms of the Scheme and as approved by the Nomination
and Remuneration Committee which for the purpose of
Scheme may also be referred to as the Compensation
Committee, as per applicable laws.

9. PUBLIC DEPOSITS

Your Company has not invited or accepted any deposits
within the meaning of Sections 73 and 74 of the Act read
with the Companies (Acceptance of Deposits) Rules, 2014
(including any statutory modification(s) or re-enactment(s)
thereof for the time being in force), from public during
the year. Therefore, no amount of principal or interest
was outstanding, as on the balance sheet''s closure date.
Details of the deposits which are not in compliance with
the requirements of Chapter V of the Act: Not Applicable.

10. SHARE CAPITAL

During the financial year 2025-26, there is no change in the
Share Capital of the Company.

The details of share capital as on date of this report is
mentioned below:

Authorised Share Capital

The Authorised Share Capital of the Company as at March
31, 2026 and as on date is Rs. 25,00,00,000/- (Rupees
Twenty Five Crore only) divided into 5,00,00,000 (Five Crore)
Equity Shares of Rs. 5/- (Rupees Five only) each.

Paid-up Share Capital

The Paid-up equity share capital of the Company as at March
31,2026 and as on date stands at Rs. 19,67,67,000 (Rupees
Nineteen Crore Sixty Seven Lakh Sixty Seven Thousand
only) consisting of 3,93,53,400 (Three Crore Ninety Three

Lakh Fifty Three Thousand Four Hundred) equity shares of
face value of Rs. 5/- (Rupees Five only) each.

11. SUBSIDIARIES, JOINT VENTURES OR
ASSOCIATE COMPANIES

As on March 31,2026, your Company has one WOS named
Bikerz US Inc. and has no joint ventures or associate
Company. There has been no material change in the nature
of the business of the Bikerz US Inc.

Bikerz US Inc. is not a material subsidiary of the Company.
In accordance with Regulation 16(1)(c) of the SEBI Listing
Regulations, the Company has a policy for determining
material subsidiaries. The policy is available on the website
of the Company at the web-linkhttps://www.studds.com/
Adminpanel/uploads/templates/Policy-For-Determining-
Material-Subsidiaries.pdf

12. CONSOLIDATED FINANCIAL STATEMENT

The consolidated financial statements of the Company
and its subsidiary for the FY26 have been prepared in
compliance with the applicable provisions of the Companies
Act, 2013 (''the Act'') and as stipulated under Regulation
33 of SEBI Listing Regulations as well as in accordance
with the Indian Accounting Standards notified under the
Companies (Indian Accounting Standards) Rules, 2015.
The audited consolidated financial statements together
with the Independent Auditor''s Report thereon form part
of this Annual Report.

In accordance with Section 129(3) of the Act, a statement
containing salient features of the financial statements
of the subsidiary Company in Form AOC-1 is part of
the Consolidated Financial Statements forming part of
the report. The statement also provides the details of
performance and financial position of the subsidiary.
During the year, no Company ceased to be a subsidiary.
The Company also does not have any holding Company.

Pursuant to the requirements of Regulation 34 (3) read with
Schedule V of the SEBI Listing Regulations the details of
Loans and advances made to, and investments made in, in
the subsidiary Company, if any have been furnished in the
Notes forming part of the Financial Statements. Financial
Statements of the subsidiary Company are available
on the website of the Company athttps://www.studds.
com/investor-relations/subsidiary-financialsand the
consolidated financial statements of the Company and all
other documents required to be attached thereto are also
available at https://www.studds.com/investor-relations/
financial-information.

13. SIGNIFICANT AND MATERIAL ORDERS
PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS

No significant and material orders were passed by the
Regulators, Courts or Tribunals impacting the going
concern status and Company''s operations in future.

Penalty Imposed by Registrar of Companies

During the Financial year under review, the Registrar of
Companies, Delhi ("ROC"), vide Order No. PO/ADJ/09-2025/
DL/00716 dated 30^th September, 2025, passed under
Section 454 of the Companies Act, 2013, imposed a penalty
under Section 450 for non-compliance of Section 196(3)
of the Act. The non-compliance pertained to the omission
of justification for re-appointment of Mr. Madhu Bhushan
Khurana as Managing Director (having attained 70 years of
age) in the explanatory statement to the AGM notice dated
29^th September, 2020. The Company had proactively filed
a suo-moto adjudication application before the ROC in the
previous financial year.

A penalty of Rs. 10,000 each was imposed on the Company,
Mr. Madhu Bhushan Khurana, Mr. Sidhartha Bhushan
Khurana and Mr. Manish Mehta, aggregating Rs. 40,000.

The default has since been rectified with requisite
disclosures made at the re-appointment of Mr. Madhu
Bhushan Khurana in the EGM held on 17^th December,
2024. The penalty has been duly paid within the
prescribed timeline.

Members'' attention is further drawn to the statement
on contingent liabilities in the notes forming part of the
Financial Statements.

The Company has not received any regulatory or judicial
orders during the reporting period which has an impact
on the going concern status and the future operations of
the Company.

14. HUMAN RESOURCES

Please refer to the paragraph on Human Resources in the
Management Discussion & Analysis Section for detailed
information.

15. ENVIRONMENT, HEALTH AND SAFETY

Environment, Health & Safety (EHS) remain foundational
pillars of ''STUDDS'' corporate governance framework. The
Company is firmly committed to fostering a zero-accident
culture, underpinned by structured training and awareness
initiatives, proactive risk management, and continuous
improvement across all Company''s units.

Training & Safety Awareness

The Company conducts regular, structured safety
awareness programmes to embed a culture of vigilance
and preparedness at every level of the organisation. Key
initiatives during the year included:

• Structured awareness and capability-building sessions
were conducted during the year covering a broad
spectrum of functional and developmental areas,
including Hazard Identification and Risk Assessment
(HIRA), chemical safety protocols, first aid and
emergency response, abnormality handling, advanced
proficiency in MS Excel, SAP MM Module operations,
and interpersonal effectiveness and leadership
development skills.

• Periodic Fire & Emergency mock drills to ensure
organisational readiness and regulatory compliance.

• A structured incident reporting framework that
encourages proactive identification of hazards at all
levels, enabling timely preventive intervention and
sustained improvement in safety outcomes.

Environmental Sustainability

• STUDDS recognises its responsibility as a corporate
citizen to operate in an environmentally conscious and
resource-efficient manner. The Company continues
to drive towards greener operations by optimising
the use of natural resources, reducing waste, and
minimising its overall environmental footprint.

• Sustainability considerations are progressively being
embedded into operational strategy, reinforcing
the Company''s commitment to responsible and
future-oriented industry practices.

Employee Health & Well-being

The Company firmly believes that a safe, hygienic, and
supportive work environment is integral to employee
well-being, productivity, and long-term retention.
Investments in workplace health infrastructure and
wellness initiatives reflect STUDDS'' commitment to the
holistic welfare of its workforce.

Maternity Benefits

We further confirm that we are in compliance with the
provisions of the Maternity Benefit Act, 1961 which interalia
includes payment of maternity benefits, granting leaves and
provision of all other benefits mandated under the Act —
reaffirming the Company''s commitment to an equitable
and supportive workplace for women employees.

16. RISK MANAGEMENT AND POLICY

Your Company''s Risk Management Policy is backed by
strong internal control systems. The risk management
framework consists of policies and procedures framed at

management level and strictly adhered to and monitored
at all levels. Your Company has a defined risk management
framework and policy in place, which inter alia, provides to
ensure appropriate identification, measurement, mitigation
and monitoring of business risks and challenges across the
Company. In the opinion of the Board, no element of risk
has been identified that may threaten the existence of the
Company, during the FY 2025-26. Your Company has the
risk management committee as per Regulation 21 read
with Part D of Schedule II of the SEBI Listing Regulations.
The framework also defines the risk management
approach across the enterprise at various levels. Risk
management is embedded in our critical business activities,
functions and processes. The Company leverages digital
tools and technology-enabled systems to strengthen its
risk identification and mitigation capabilities, enabling
real-time monitoring of key risk indicators, data-driven
decision-making and proactive management of
operational, financial and compliance-related risks across
business functions. It also provides control measures for
risk and future action plans. The Company''s success as
an organization largely depends on its ability to identify
opportunities and leverage them while mitigating the risks
that arise while conducting its business. For mitigation
strategies, may refer Management, Discussion and Analysis''
Section forms part of the Annual Report.

Further, please refer Report on Corporate Governance
forms part of this Annual Report for detailed terms of
reference, composition and meeting''s details of the Risk
Management Committee.

17. DIRECTORS AND KEY MANAGERIAL
PERSONNEL (KMP)Board of Directors

The Board of the Company represents an optimum mix of
professionalism, knowledge and experience, which enables
it to discharge its responsibilities. As on March 31, 2026,
the Board comprised with three Executive Directors and
three Non-Executive Independent Directors including one
Woman Independent Director. The composition of the
Board of Directors is in conformity with the SEBI Listing
Regulations and the Act.

Please refer to the Report on Corporate Governance forms
part of this Annual Report for detailed information regarding
criteria of appointment including manner of formal annual
evaluation of performance and other allied details.

Appointment / Re-appointment/Cessations

During the period under review, there is no change in
composition of Board of Directors of the Company.

Mr. Madhu Bhushan Khurana (DIN: 00172770), retires by
rotation at the 43^rd Annual General Meeting (AGM) and
offered himself for re-appointment and reappointed.

Further, in accordance with the provisions of the Section
152 of the Act and the Company''s Articles of Association,
Ms. Shilpa Arora (DIN: 10733950), retires by rotation
at the forthcoming AGM and is offering herself for re¬
appointment. On the recommendation of Nomination
and Remuneration Committee, the Board of Directors in
their meeting held on May 23, 2026 recommends to the
members of the Company for re-appointment of Ms. Shilpa
Arora by passing of an ordinary resolution, as given in the
Notice of this AGM. The disclosures required pursuant to
the Secretarial Standards (''SS'')- 2 on General Meetings and
Regulation 36 (3) of the SEBI Listing Regulations are given
in the Notice of AGM, forming part of the Annual Report.

Independent Directors

In terms of Section 149 of the Act, Mr. Shishira Rudrappa,
Ms. Deepshikha Singla and Mr. Pankaj Duhan are the
Independent Directors of the Company as on date of
this Report.

All Independent Directors of the Company have given
declarations under Section 149(7) of the Act, that they meet
the criteria of independence as laid down under Section
149(6) of the Act read with rules made thereunder and
Regulation 16(1)(b) and 25(8) of the SEBI Listing Regulations.
The Independent Directors have confirmed that 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
of independent judgement and without any external
influence. The Independent Directors of the Company
have included their names in the data bank of Independent
Directors maintained with the Indian Institute of Corporate
Affairs, in terms of Section 150 of the Act read with Rule
6 of the Companies (Appointment and Qualification of
Directors) Rules, 2014. They have also confirmed that they
have complied with the Company''s Code of Conduct and
Code for Independent Directors prescribed in Schedule
IV to the Act, and are not disqualified from continuing as
Independent Directors.

The Board of Directors of the Company has taken on
record the declaration, disclosures and confirmation
submitted by the Independent Directors after undertaking
due assessment of the veracity of the same.

Opinion of the Board: In the opinion of the Board, the
Independent Directors fulfil the conditions of independence
as specified in the Act read with the rules made thereunder
and the SEBI Listing Regulations and are independent of
the management and in terms of the provisions of Rule
8(5)(iiia) of the Companies (Accounts) Rules, 2014, the
Independent Directors possess the requisite expertise
and experience (including proficiency) and are persons of
high integrity and repute to contribute effectively to the
Company''s governance.

Basis disclosures received, there has been no change in
the circumstances affecting their status as Independent
Directors of the Company.

Further details on the criteria and process for determining
independence are provided in the Corporate Governance
Report forming part of this Annual Report.

During the financial year ended 31^st March 2026, the
Company has not received any amount from the Directors
of the Company.

Key Managerial Personnel

During the year under review, there was no change in
Key Managerial Personnel of the Company. In terms of
provisions of Section 2(51) and Section 203 of the Act, the
Key Managerial Personnel (''KMPs'') of the Company as on
March 31,2026 are:

*Mr. Manish Mehta stepped down from the position of Chief
Financial Officer (CFO) and Key Managerial Personnel (KMP) of the
Company and consequently, Mr. Bharat Goyal was appointed as
the Chief Financial Officer (CFO) and Key Managerial Personnel
(KMP) of the Company with effect from July 01,2026.

18. MEETINGS OF THE BOARD

The Board of Directors held 6 (six) meetings during FY26.
For details, please refer to the Report on Corporate
Governance, which forms part of this Report.

19. COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific
areas and make informed decisions in line with the
delegated authority. The following Committees constituted
by the Board function according to their respective roles
and defined scope:

(a) Audit Committee;

(b) Nomination and Remuneration Committee;

(c) Corporate Social Responsibility Committee;

(d) Stakeholders'' Relationship Committee;

(e) Risk Management Committee;

(f) *IPO Committee; and

(g) *Committee of Independent Directors.

* The Board of Directors, at its meeting held on November 26,
2025, approved the dissolution of the IPO Committee and
Committee of Independent Directors.

Details of composition, terms of reference and number of
meetings held in FY26 for the aforementioned committees
are given in the Report on Corporate Governance, which
forms part of this Annual Report. Further, during the year,
all recommendations made by the various committees
have been considered and accepted by the Board.

20. BOARD EVALUATION

To comply with the provisions of Section 134(3)(p) of the
Act read with Rules made thereunder and Regulation
17(10) of the SEBI Listing Regulations, the Board has
carried out the annual performance evaluation of the
Directors individually, including the Independent Directors
(wherein the concerned Director being evaluated did
not participate), Board as a whole and Committees of
the Board of Directors. The manner in which the annual
performance evaluation has been carried out is explained
in the Report on Corporate Governance which forms part
of this report. The Board is responsible to monitor and
review the evaluation framework. Further, in compliance
with Schedule IV to the Act and Regulation 25(4) of the
SEBI Listing Regulations, Independent Directors have also
evaluated the performance of Non-Independent Directors,
Chairperson and Board as a whole, at a separate meeting
of Independent Directors held on June 28, 2025.

21. DIRECTORS RESPONSIBILITY STATEMENT

In compliance of Section 134(3)(c) read with Section 134(5)
of the Act, the Directors of the Company, to the best of their
knowledge and belief, confirm the following:

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

- the Directors have selected such accounting policies
and applied them consistently and made judgments
and estimates that are reasonable and prudent so as
to give a true and fair view of the state of affairs of the
Company as on March 31, 2026 and of the profit of
the Company for the year ended March 31,2026;

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

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

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

Based on the framework of internal financial controls
(including the Control checks) for financial reporting
and compliance systems established and maintained
by the Company, work performed by the Internal,
Statutory and Secretarial Auditor(s) and the reviews
performed by the management and the relevant
Board committees, including the Audit Committee, the
Board is of the opinion that the Company''s internal
financial controls were adequate and effective during
the Financial Year 2025-26; and

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

22. AUDITORS

a) STATUTORY AUDITORS

The Statutory Auditors'' Reports does not contain any
qualifications, reservations, adverse remarks or disclaimers.
Notes to accounts as referred in the Auditors'' Reports are
self-explanatory and therefore do not call for any further
comments or explanations.

The Reports given by the Statutory Auditors on the
standalone and consolidated Financial Statements of your
Company for the financial year ended 31^st March 2026
("Financial Statements") forms part of this Annual Report.

At the 41^st Annual General Meeting, held on September
29, 2023, the members of the Company, approved
the reappointment of Rajan Chhabra & Co., Chartered
Accountants (FRN: 009520N) as the Statutory Auditors
of the Company to hold office till conclusion of the 46^th
AGM to be held in the year 2028, for second term of five
consecutive years.

b) SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 and other
provisions of the Companies Act, 2013 read with the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 made thereunder and Regulation
24A of SEBI Listing Regulations (including any statutory
modification(s) or re-enactment(s) thereof for the time
being in force), Chandrasekaran Associates, Company
Secretaries (Firm Registration No. P1988DE002500) has
been appointed to conduct the Secretarial Audit of the
Company for a term of 5 (Five) consecutive years from the
financial year 2025-26 to 2029-30 at the 43^rd AGM of the
Company, held on September 6, 2025 . The Secretarial
Audit Report for Financial Year 2025-26 is annexed as
Annexure 1 to this Report. The report of Secretarial
Auditor is self-explanatory and does not require further
explanation or comments.

The Secretarial Audit Report for the Financial Year ended
on March 31, 2026 does not contain any qualification,
reservation, adverse remarks or disclaimers.

Chandrasekaran Associates, Company Secretaries has
confirmed that the firm is not disqualified from continuing
as the Secretarial Auditor of the Company.

c) INTERNAL AUDITORS

Pursuant to Section 138 of the Companies Act, 2013, the
Company has appointed Deloitte as an Internal Auditor for
the Financial Year 2025-26.

They have performed the duties of Internal Auditors of the
Company, satisfactorily, and their report for FY 2025-26
was presented before the Audit Committee and Board of
Directors. Deloitte provides independent and objective
assurance to strengthen the Company''s systems, processes
and internal controls.

The Board of Directors, at its meeting held on May 23,
2026, has approved the appointment of Deloitte Haskins
& Sells LLP (Firm Registration No. 1 17366W/W100018)
as an Internal Auditor of the Company for the Financial
Year 2026-27.

d) REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and
Secretarial Auditors have not reported any instance(s)
of frauds committed in the Company by its officers or
employees, to the Audit Committee under Section 143(12)
of the Act, thereby no details are required to be mentioned
in this Report under Section 134(3)(ca) of the Act.

23. DISCLOSURE ON INTERNAL FINANCIAL
CONTROLS AND ITS ADEQUACY

The Company has a strong internal audit system in place,
which is regularly monitored and updated to safeguard
assets, comply with regulations and promptly address
issues. The Company''s internal control systems are
commensurate with the nature of its business, the size
and complexity of its operations and such internal financial
controls with reference to the Financial Statements
are adequate. The audit committee diligently reviews
internal audit reports, takes corrective action as required
and maintains open communication with both statutory
and internal auditors wherever required to ensure the
effectiveness of internal control systems.

Please refer to the paragraph on Internal Control Systems
and their Adequacy in the Management Discussion &
Analysis Section forms part of this Annual Report for
detailed analysis.

24. RELATED PARTY TRANSACTIONS

All Related Parties Transactions (RPTs) including subsequent
material modifications, if any are presented before the

Audit Committee for review and approval. Prior omnibus
approval of the Audit Committee is obtained on periodic
basis for the transactions which are planned/ repetitive in
nature. The statements giving details of all RPTs entered
pursuant to omnibus approval so granted were presented
before the Audit Committee on a quarterly basis for its
review. All the RPTs under Ind AS-24 have been disclosed
in notes to the Financial Statements forming part of
this report.

The RPTs entered during the year, were on arm''s length
basis, in the ordinary course of business and were in
compliance with the applicable provisions of the Act read
with the rules framed thereunder. However, there were
no material transactions of the Company with any of its
related parties during the year. Therefore, the disclosure
of the RPTs as required under Section 134(3)(h) read with
Section 188 of the Act and Rule 8(2) of the Companies
(Accounts) Rules, 2014, in Form AOC-2 is not applicable to
the Company for FY26 and, hence, the same is not required
to be provided.

There were no materially significant related party
transactions which could have potential conflict with the
interests of the Company at large.

The details of RPTs during FY26, including transaction with
person or entity belonging to the promoter/ promoter group
which hold(s) 10% or more shareholding in the Company
are provided in the accompanying financial statements.
However, there were no such transactions except the
remuneration including commission which has been paid
in accordance to members'' approval for such promoter
in the capacity of Executive Directors of the Company.
During FY26, the Non-Executive Directors of the Company
had no pecuniary relationship or transactions with the
Company other than sitting fees and reimbursement of
expenses, if any.

During the year, the Company has revised the policy to
align with the amendments in Regulation 23 of the SEBI
Listing Regulations. The Company''s Policy on Materiality
of RPTs and Dealing with RPTs is in accordance with the
requirements of the Act and SEBI Listing Regulations is
available on the website of the Companyhttps://www.
studds.com/Adminpanel/uploads/templates/Policy-on-
Materiality-of-Related-Party-Transactions-&-Dealing.pdf.

25. INDIAN ACCOUNTING STANDARDS

The financial statements comply with Indian Accounting
Standards (Ind AS) notified under Section 133 of the Act
read with the Companies (Indian Accounting Standards)
Rules, 2015 and other relevant provisions of the Act.

26. CORPORATE SOCIAL RESPONSIBILITY

In terms of Section 135 of the Act read with the Companies
(Corporate Social Responsibility Policy) Rules, 2014 as may

be amended from time to time and in accordance with
the CSR Policy and the CSR Annual Action Plan, during
the FY 2025-26, the Company has spent two percent of
the average net profits of your Company during the three
preceding financial years. The prescribed CSR obligation,
computed in accordance with the said provisions,
amounted to Rs. 1,45,95,000, which has been spent in full
before March 31,2026. Your Company undertook various
CSR activities in collaboration only with those reliable
non-governmental organisations ("NGOs"), implementing
partners, who satisfy the criteria stated under the Act and
rules made thereunder.

The Chief Financial Officer of the Company has certified
that the funds disbursed have been utilised for the purpose
and in a manner approved by the Board for FY26.

The objectives of CSR Policy of your Company is to (i)
demonstrate commitment to the common good through
responsible business practices and good governance; (ii)
set high standards of quality in the delivery of services
in the social sector by creating robust processes and
replicable models; (iii) to develop and implement a long
term vision and strategy for CSR initiatives including
formulating, relevant potential CSR activities, their timely
and expeditious implementation and establishing an
overview mechanism of the activities undertaken/ to be
undertaken, in synchronization with the various eligible
activities prescribed under Schedule VII of the Act.

Your Company has also formulated and adopted CSR
Policy, which is available on the website of the Company
athttps://www.studds.com/assets/Files/Corporate-Social-
Responsibility-Policy.pdf and CSR annual action plan is at
https://www.studds.com/csr-activities. The Annual Report
on CSR activities pursuant to the provisions of Section
134 and 135 of the Act read with Rule 8 of the Companies
(Corporate Social Responsibility Policy) Rules, 2014 and
Rule 9 of the Companies (Accounts) Rules, 2014, is annexed
as Annexure 2 and forms an integral part of this Report.

27. LISTING OF SHARES

During the year, the Equity Shares of the Company got listed
on National Stock Exchange of India Limited ("NSE") and
BSE Limited ("BSE") having nation-wide trading terminals
on November 07, 2025. Annual Listing Fee for the Financial
Year 2026-27 has been paid to NSE and BSE.

28. DISCLOSURES

(a) EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of
the Companies Act, 2013 and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the annual
return is displayed on the Company''s website athttps://
www.studds.com/Adminpanel/uploads/templates/annual-
return-2025-2026.pdf

(b) PARTICULARS OF LOAN(S), GUARANTEE(S) OR
INVESTMENT(S)

In accordance with the provisions of Section 134(3) (g)
of the Act, details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the Act for
the FY26, are given in the notes to the financial statements.

(c) NOMINATION AND REMUNERATION POLICY

Board has, on the recommendation of the Nomination and
Remuneration Committee framed a policy in accordance
with Section 178 of the Act and SEBI Listing Regulations
for selection and appointment of Directors, Key Managerial
Personnel and Senior Management Personnel and
their remuneration including criteria for determining
qualifications, positive attributes, independence of a
director and other matters thereof. This policy is framed
with the object of attracting, retaining and motivating talent
which is required to run your Company successfully. The
same is briefed in Report of Corporate Governance which
forms part of this Annual Report.

We affirm that the remuneration paid to the Directors
is as per the terms laid down in the Nomination and
Remuneration Policy of the Company and in accordance
with the Board and/or Shareholders'' approval.

The Nomination and Remuneration policy is available
on the website of the Company athttps://www.studds.
com/Adminpanel/uploads/templates/Nomination-and-
remuneration-policy.pdf.

(d) VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to Section 177(9) of the Act, Company has
established a vigil mechanism for directors and employees
to report to the management instances of unethical
behaviour, actual or suspected fraud or violation of the
Company''s Code of Conduct. The Policy provides for
adequate safeguards against victimisation of persons who
avail of the mechanism. The vigil mechanism provides
multiple channels for reporting concerns including an
option for escalation to the Chairperson of the Audit
Committee of the Company. The Company has a vigil
mechanism named Vigil Mechanism / Whistle Blower
Policy to deal with instances of fraud, abuse of position,
mismanagement, etc. However, no such instance was
reported during the year.

It is further affirmed that no person has been denied access
to the Audit Committee. The policy has also been displayed
on the website of the Company athttps://www.studds.com/
Adminpanel/uploads/templates/Details-of-Establishment-
of-Vigil-Mechanism%20-Whistleblower-Policy.pdf.

(e) COST RECORDS

Pursuant to the provisions of Section 148(1) of the Act and
Rules made thereunder, the Company is not required to
make and maintain Cost Records and no requirement of
cost audit, as specified by Central Government under the
provisions of this Section.

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

The Company has zero tolerance for sexual harassment
at workplace and has adopted a policy on Prevention of
Sexual Harassment and Redressal System in line with
the requirements of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013 (POSH). All employees (permanent, contractual,
temporary, trainees) are covered under this policy.

The Company has a robust mechanism in place to redress
the complaints under POSH. The Company has complied
with provisions relating to the constitution of Internal
Committee under POSH. The Internal Committee (IC)
comprises of internal members and external member who
has significant expertise in the field, ensuring an impartial,
experienced, and legally compliant redressal mechanism.
The IC is in place for all factories and offices of the Company
to receive, investigate, and resolve the complaints in a fair,
confidential, and time-bound manner. In 2025-26, no case
of sexual harassment was reported.

Further, during the financial year 2025-26, initiatives
were undertaken to demonstrate the Company''s zero-
tolerance philosophy against discrimination and sexual
harassment, which included organizing workshops and
knowledge sessions for employees to enhance awareness
and understanding of the subject, as well as creating
comprehensive and easy-to-understand communication
materials that were made readily accessible to all
employees. The Company also continued to implement and
reinforce the Policy on Prevention of Sexual Harassment,
ensuring compliance and fostering a safe, respectful, and
inclusive workplace environment. The Company''s robust
grievance redressal framework remains fully operational
and accessible to all employees.

(g) EQUAL OPPORTUNITY BY EMPLOYER

The Company provides a congenial atmosphere for
work to all employees that is free from discrimination
and harassment and aim to provide equal opportunities
of employment to all irrespective of their caste, religion,
colour, marital status and sex.

(h) COMPLIANCE OF SECRETARIAL STANDARDS

The Company is complying with the applicable provisions
of the Secretarial Standard-1 on ''Meetings of the Board of
Directors'' and Secretarial Standard-2 on ''General Meetings''
prescribed under the Section 118(10) of the Act as issued
by ''The Institute of Company Secretaries of India''.

(i) DISCLOSURE ON REMUNERATION TO EMPLOYEES
EXCEEDING SPECIFIED LIMITS

The information required to be disclosed under the
provisions of Section 197 of the Act read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached as Annexure 3.

A Statement containing details of top ten employees in
terms of the remuneration drawn and other specified
employees including details of employees who are in
receipt of remuneration in excess of the limit prescribed
under Rule 5(2) in accordance with Rule 5(3) of the said
rule is enclosed herewith as Annexure 3, forms part of
this report.

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

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
stipulated under Section 134(3)(m) of the Act, read along
with Rule 8 of the Companies (Accounts) Rules, 2014, is
annexed herewith as Annexure 4 and forms part of
this Report.

30. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

As the Company does not form part of the Top-1000 listed
entities based on market capitalization as at December
31, 2025 and does not satisfy the criteria, the provisions
of Regulation 34(2)(f) of the SEBI Listing Regulations
pertaining to the Business Responsibility and Sustainability
Report (BRSR), are not applicable to it, thereby business
responsibility and sustainability report is not required to
be presented and annexed.

31. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest
standards of Corporate Governance and adhere to
the Corporate Governance requirements specified in
Regulations 17 to 27 and clauses (b) to (i) of sub-regulation
(2) of Regulation 46 of the SEBI Listing Regulations.
Pursuant to Regulation 34 read with Schedule V of the
SEBI Listing Regulations, Report on Corporate Governance
along with the certificate from Chandrasekaran Associates,
Company Secretaries, certifying compliance with conditions
of Corporate Governance is presented and annexed to this
Annual Report.

32. OTHER DISCLOSURES AND AFFIRMATIONS

(a) During the period under review:

1. Industrial relations remained harmonious at all our
offices and establishments.

2. No Executive Director(s) of the Company received any
remuneration or commission from its subsidiary.

(b) The directors state that no disclosure or reporting
is required in respect of the following matters as
there were no transactions or event occurred on
these matters, during the Financial Year 2025-26:

1. Issue of equity shares with differential rights as to
dividend, voting or otherwise.

2. Issue of shares (including sweat equity shares) to
employees of the Company under any scheme.

3. Change in the nature of business of the Company.

4. Application made or any proceeding is pending under
the Insolvency and Bankruptcy Code, 2016.

5. Execution of one-time settlement with Banks and
Financial Institutions.

6. Non-compliance with regard to capital market during
the last three years.

7. Issue of debentures/ bonds/ warrants/ convertible/
non-convertible securities.

33. ACKNOWLEDGEMENT
Trade Relations

Your Company maintains healthy, cordial and harmonious
industrial relations at all levels. Despite intense competition
in the industry, the enthusiasm, dedication and unstinting
efforts of the employees have enabled your Company to
remain at the forefront of the industry.

Your Company continues to receive co-operation and
support from the distributors, retailers, stockist, suppliers
and others associated with your Company as its trading and
value chain partners. Your directors wish to place on record
their appreciation for the same. The Company remains
committed to building and nurturing strong relationships
with all stakeholders based on mutual trust, fairness,
respect and co-operation, while remaining consistent with
consumer interests.

Appreciation

Your Company continues to operate efficiently owing to
the culture of professionalism, creativity, integrity and
continuous improvement across all functions and areas
of its operations, as well as the effective utilization of the
Company''s resources for sustainable and profitable growth.

Your directors wish to place on record their appreciation
for the efficient and dedicated services rendered by all
employees, whose commitment and wholehearted efforts
have significantly contributed to the Company''s continued
satisfactory performance during the year. The Directors
remain confident in the management team and look
forward to the Company''s long-term growth and success.

For and on behalf of the Board
Studds Accessories Limited

Madhu Bhushan Khurana Sidhartha Bhushan Khurana

Chairman and Managing Director Managing Director

DIN: 00172770 DIN: 00172788

Faridabad, May 23, 2026