The Board of Directors of your Company is pleased to present the Thirty Eighth Annual Report on the business and operations of the Company along with the summary of Financial Statements for the year ended 31^st March, 2026.

THE STATE OF AFFAIRS OF THE COMPANY, DIVIDEND AND RESERVE

FINANCIAL RESULTS (Rs.in lakhs)

STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:

OPERATIONS ON STANDALONE BASIS

The Company has a net profit of Rs. 936.97 Lakhs for the year under review as against Rs. 1104.06 Lakhs profit in the last year. The total Income of the Company for the year under review was Rs.20758.52 Lakhs as against Rs.21398.85 Lakhs during the last year.

ON CONSOLIDATED BASIS

The consolidated net profit for the year was Rs.952.34 lakh as against Rs. 1134.63 lakh in the previous year. The total Income of the Company for the year under review was Rs.22369.13 Lakhs as against Rs.23167.55 Lakhs during the last year.

The optimum utilization of expanded capacities resulted in increased revenue. The company has been able to increase profitability despite global challenges, due to increased operations, cost efficiencies, more focus on value added products and stable raw material prices.

YARN DIVISION

Your directors inform you that yarn division continues to perform well. We hope that in future also our performance will improve.

PROCESSING UNIT

The Processing unit is fully utilized for the dyeing of material of our spinning unit. In addition to our own dyeing, we process our material in outside dyeing also.

WINDMILLS:

Companies' windmills are fully utilized for captive consumption of yarn division and processing division's power usage. The wind farm has generated 333.17 Lakhs Kwh as compared to 282.19 Lakhs Kwh of the previous year. The wind availability / velocity were better during initial wind season of the financial year 2024-25 as compared to the last financial year. During the financial year 2025-26, the Company was able to consume power from its own wind farms to the extent of 90% of total power requirement. The income during the year from the Wind Mill Division was Rs.25.68 Crores as against Rs.18.79 Crores of previous year.

LISTING OF SHARES

The Shares of the Company are listed on BSE Limited. Applicable listing fees have been paid up to date. The Shares of the Company have not been suspended from trading at any time during the year by the concerned Stock Exchange

SHARE CAPITAL

The paid up Equity Share Capital as on March 31, 2026 was Rs. 6,75,00,000/- comprising 67,50,000 shares of Rs. 10/- each. During the year under review, the company has not made any fresh issue of shares.

DISCLOSURE REGARDING ISSUE OF EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any Equity Shares with Differential Rights during the Financial Year 2025-2026.

DISCLOSURE REGARDING ISSUE OF EMPLOYEE STOCK OPTIONS:

The Company has not provided any Stock Option Scheme to the employees during the year Under Review.

DISCLOSURE REGARDING ISSUE OF SWEAT EQUITY SHARES:

The Company has not issued any Sweat Equity Shares during the year under review.

FUTURE PROSPECTS:

The Company will continue to perform well in the domestic market. The Company is in the process of implementing several cost saving measures including modernization, which will make the product more competitive.

CHANGE IN NATURE OF BUSINESS, IF ANY:

There were no changes in Nature of Business during the year 2025-2026.

INDUSTRIAL RELATIONS

Relationship with employees was cordial throughout the year.

CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of the Company have been prepared in accordance with Indian Accounting Standards (Ind AS) notified under Section 133 of the Act read together with Companies (Indian Accounting Standards) Rules, 2015 (as amended) and forms part of this annual report. In accordance with Section 136 of the Act the Audited Financial Statements including Consolidated Financial Statements and related information of the Company and audited accounts of each of subsidiaries are available on the website of the Company at www.amarjothi.net

SUBSIDIARIES

The Company has one wholly owned subsidiary company M/s.RPJ Textiles Ltd., in which our company holds 100% of equity shares. Pursuant to the provisions of Indian Accounting Standard - 110 (Ind AS - 110) prescribed under the Companies (Accounting Standards) Rules, 2006, the Securities and Exchange Board of India -(Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations, 2015) and as prescribed by the Securities and Exchange Board of India, consolidated financial statements presented by the Company include financial information of subsidiary companies, which forms part of the Annual Report.

During the financial year 2025 - 26, the Audit Committee reviewed the financial statements of the subsidiary. Minutes of the Board meetings of the subsidiaries were regularly placed before the Board. The Board / Audit Committee periodically reviews the statement of all significant transactions and arrangement, if any, entered into by the subsidiaries.

The Board of Directors of the Company reviewed the affairs of the Subsidiaries/ Associate of the Company. Pursuant to the provisions of Section 129(3) of the Act and the Companies (Accounts) Rules, 2014, the salient features of the Financial Statement of each of our Subsidiaries/ Associate in the prescribed format and the highlights of financial performance of the Company's subsidiaries for the financial year 2025 - 26 are disclosed in Form AOC - 1, which forms part of the Financial Statements.

Your Company has also formulated a policy for determining material subsidiaries, which is available on the website of the Company at the web link https://tinyurl.com/Material-Subsidiary-Policy2025. During the year under review, the subsidiary is not material. Hence, The Secretarial Audit report of the Subsidiary company is not applicable for the financial year 2025-26.

DIVIDEND

The Directors have recommended a dividend of Rs. 2.20 per share (22% on the Face value) for the year ended 31st March 2026 absorbing a sum of Rs.1,48,50,000/- for the approval of the shareholders at the ensuing Annual General Meeting. Pursuant to the Section 393 of the Income-tax Act, 2025 read with the Finance Act, 2020 Dividend income is taxable in the hands of the Members with effect from 1st April, 2020 and the Company is required to deduct tax at source from such dividend at the prescribed rates.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The unclaimed Dividend relating to the financial year 2018-19, is due for remittance during September, 2026 to the Investor Education and Protection Fund (IEPF) established by the Central Government. During the year under review, as per the requirements of the Investor Education and Protection Fund Authority Accounting, Audit, Transfer and Refund) Rules, 2016, (IEPF Rules) 9180 equity shares of Rs.10/- each on which dividend had remained unclaimed for a period of 7 years have been transferred to the credit of the demat account identified by the IEPF Authority.

GENERAL RESERVE

During the year, your Company has transferred an amount of Rs.154.25 lakhs to the General Reserve. ANNUAL RETURN:

As required pursuant to Section 92 of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return in the prescribed form is available at the web link https://tinyurl.com/Amarjothi-Annual-Return-2026 and available in the website of the Company www.amarjothi.net.

DIRECTORS' & KEY MANAGERIAL PERSONNEL BOARD OF DIRECTORS

As of 31st March, 2026, your Company's Board had eight members comprising of two Executive Directors, two Non-Executive Non-Independent Director and four Non-Executive Independent Directors. The details

of Board and Committee composition, tenure of Directors, and other details are available in the Corporate Governance Report, which forms part of this Annual Report. In terms of the requirement of the SEBI Listing Regulations, your Board has identified core skills, expertise, and competencies of the Directors in the context of your Company's business for effective functioning. The key skills, expertise and core competencies of your Board are detailed in the Corporate Governance Report, which forms part of this Annual Report.

The year under review saw the following changes to the Board of Directors ("Board"):

APPOINTMENTS:

During FY 2025-26, pursuant to the recommendation of the Nomination & Remuneration Committee and approval of the Board, Smt. Krishnan Kaviyas (DIN: 11459296) as Independent Director of the Company, for a period of 5 years with effect from 11^th February 2026 to 11^th February 2031 through postal ballot process. The Postal Ballot Notice dated 05^th January 2026 has been circulated to the shareholders seeking their approval for appointment of Smt. Krishnan Kaviyas (DIN: 11459296). The resolution shall be deemed to be passed on Wednesday, 11^th February 2026 (i.e., last date for remote e-voting), subject to receipt of the requisite number of votes in favour of the resolution.

CESSATIONS :

Smt. Meyappan Amutha (DIN:07137884) ceased to be the Non-Executive Independent Director of the Company on account of completion of her second and final term with effect from close of business hours on 25th September 2025. The Board places on record deep appreciation for their valuable advice and exceptional guidance.

Smt. Manonmani Sivasamy (DIN: 10715570) ceased to be the Non-Executive Independent Director of the Company on account of her resignation with effect from close of business hours on March 16, 2026, due to other professional commitments and personal reasons. The Board of Directors of the Company place on record its appreciation for the valuable contribution and guidance provided by Smt.Manonmani Sivasamy during her association with the Company as an Independent Director.

DIRECTOR RETIRING BY ROTATION

Sri.N.Radhakrishnan (DIN: 00390913), Director who retires by rotation at the ensuing Annual General Meeting, being eligible offers himself for re-appointment. The Board recommends his re-appointment in the forthcoming Annual General Meeting.

RE-APPOINTMENT OF EXECUTIVE DIRECTORS Re-Appointment Of Sri. R. Premchander, Managing Director

Sri. R. Premchander (DIN: 00390795) was re-appointed as the Managing Director of the Company for a period commencing from 1^st September 2021 until 31^st August 2026 on the terms and conditions as

approved by the shareholders at the 33rd Annual General Meeting held on 23 ^d September 2021.

The current tenure of the office of Sri. R. Premchander (DIN: 00390795) is valid up to 31^st August 2026. As per the provisions of the Companies Act, 2013 the Board of Directors of the Company at the meeting held on 27^th July 2026 had, re-appointed Sri. R. Premchander (DIN: 00390795) as Managing Director of the Company for a further period of 5 years with effect from 01^st September 2026 subject to approval of shareholders in the ensuing Annual General Meeting. The terms of appointment are detailed in the AGM Notice.

Re-Appointment Of Sri.R.Jaichander, Whole Time Director

Sri. R. Jaichander (DIN: 00390836) was re-appointed as the Whole Time Director of the Company for a period commencing from 1^st December 2021 until 30^th November 2026 on the terms and conditions as approved by the shareholders at the 33 ^d Annual General Meeting held on 23 ^d September 2021.

The current tenure of the office of Sri. R. Jaichander (DIN: 00390836) is valid up to 30^th November 2026. As per the provisions of the Companies Act, 2013 the Board of Directors of the Company at the meeting held on 27^th July 2026 had, re-appointed Sri. R. Jaichander (DIN: 00390836) as a Whole Time Director of the Company for a further period of 5 years with effect from 01^st December 2026 subject to approval of shareholders in the ensuing Annual General Meeting. The terms of appointment are detailed in the AGM Notice.

Details of re-appointment as required under Listing Regulations and Secretarial Standard-2 on General Meetings issued by ICSI, are provided in the AGM Notice.

KEY MANAGERIAL PERSONNEL:

During the FY 2025-26, Smt.Mohana Priya.M ceased to be the Company Secretary of the Company with effect from close of business hours on 25^th April 2025. The Board took note of the same and placed on record its appreciation for the contributions made by her during her association with the Company and wished her the very best for her future endeavours.

During FY 2025-26, pursuant to the recommendation of NRC and approval of the Board, Smt. Mohana Priya. M was appointed as Company Secretary and Compliance Officer with effect from 13^th June 2025.

As on 31^st March, 2026 following persons have been designated as Key Managerial Personnel of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules, framed there under.

1. Sri. R. Premchander- Managing Director,

2. Sri. R. Jaichander-Whole Time Director,

3. Sri. K. Elango - Chief Financial Officer

4. Smt. M. Mohana Priya. - Company Secretary

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3) (c) of the Companies Act, 2013, with respect to the

Directors' Responsibility Statement, it is hereby confirmed that-

a. In the preparation of the annual accounts for the year ended 31.03.2026, the applicable accounting standards have been followed and there are no material departures from those standards;

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

c. 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;

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

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

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

DISCLOSURES RELATED TO BOARD AND COMMITTEES

NUMBER OF BOARD MEETINGS:

During the year under review Nine (9) meetings of the Board of Directors were held. Further details

regarding the number of meetings of Board of Directors and Committees thereof and the attendance of the

Directors at such meetings are provided under the Corporate Governance Report.

Committees of the Board

As on 31st March, 2026, the Board had 05 (Five) Committees which are mandatory under the Companies Act, 2013 and the SEBI (Listing Regulations and Disclosure Requirements), 2015, viz: Audit Committee, Nomination and Remuneration Committee, Stakeholder Relationship Committee, Corporate Social Responsibility Committee and Share Transfer Committee. A detailed note on the composition of the Board and its Statutory Committees is provided in the Corporate Governance Report that forms part of this Annual Report.

BOARD EVALUATION

MANNER & CRITERIA OF FORMAL ANNUAL EVALUATION OF BOARD'S PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to and in compliance with the provisions of the Act and Rules made there under and as provided in Schedule IV of the Act and the Listing Regulations, the NRC and the Board have carried out an annual evaluation of its own performance, the Directors individually as well as its committees. In terms of section 134(3)(p)of the Act read with rule 8(4) of the Account Rules, the manner in which the evaluation was carried out is provided below.

In a separate meeting of IDs, the performance of the non-independent directors, the Board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the NRC reviewed the performance of individual directors on the basis of criteria fixed by the Board / NRC.

The functioning of the Board, the Committees and performance of individual Directors was found satisfactory.

In compliance with requirements of the Act and the SEBI Listing Regulations 2015, the formal annual performance evaluation of the Board, its Committees and Individual Directors has been conducted as under:

A. Manner of evaluation as recommended to the Board by the Nomination and Remuneration Committee ("NRC")

1. The Chairman of the Board consulted each Director separately about the performance of Board, Committees and other Directors and sought inputs in relation to the above. The Chairman then collated all the inputs and shared the same with the Board.

2. In respect of the evaluation of Chairman of the Board, the Chairman of NRC collated the inputs from Directors about his performance as a Director and as Chairman of the Board/Company and as Chairman/Member of the Board Committees and shared the same with the Board.

The Board as a whole discussed the inputs on performance of Board/Committees/Individual Directors and performed the evaluation.

B. Criteria of evaluation as approved by the NRC

The aforesaid evaluation was conducted as per the criteria laid down by the NRC was disclosed in the Corporate Governance Report forms part of the annual report.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their disclosures to the Board that they fulfill all the

requirements as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ['SEBI (LODR) / Listing Regulations'] so as to qualify themselves as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ['SEBI (LODR) / Listing Regulations']. Further, they have also declared 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 independent judgment and without any external influence. The Independent Directors of the Company have complied with the requirements of the provisions in relation to Independent Directors Databank as stated in the Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 and the Companies (Appointment and Qualification of Directors) Rules, 2014 as amended from time to time.

The Independent Directors have also confirmed that they have complied with the Company's Code of Business Conduct & Ethics.

A statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year.

The second term of existing Independent Director, namely, Smt. Meyappan Amutha (DIN:07137884) was expired on 25^th September, 2025. The Board places on record deep appreciation for their valuable advice and exceptional guidance.

Based on the recommendation of Nomination & Remuneration Committee (NRC) and the Board , the Company has appointed Smt. Krishnan Kaviyas (DIN: 11459296) as Independent Director of the Company, for a period of 5 years with effect from 11^th February 2026 to 11^th February 2031 through postal ballot process.

The existing Independent Director Smt.Manonmani Sivasamy (DIN: 10715570) has tendered her resignation as the Independent Director of the Company, with effect from close of business hours on March 16, 2026, due to other professional commitments and personal reasons. The Board of Directors of the Company place on record its appreciation for the valuable contribution and guidance provided by Smt.Manonmani Sivasamy during her association with the Company as an Independent Director.

Independent Directors were appointed by the Company during the financial year 2025-26. Regarding their appointment, the Board is of the opinion that the integrity, expertise and experience (including the proficiency) of the proposed individuals/candidates is satisfactory.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The details of the programme for familiarisation of the Independent Directors with the Company in respect of their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at https://tinyurl.com/ID-Familiarization-Programme.

NOMINATION AND REMUNERATION COMMITTEE AND POLICY

Nomination and Remuneration Committee of Directors has been formed and has been empowered and authorized to exercise power as entrusted under the provisions of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 (both as amended from time to time). The Company has a policy on Directors' / Senior Management appointment and remuneration which specifies criteria for determining the qualification, positive attributes for Senior Management and Directors. The policy also specifies the criteria for determination of independence of a Director and other matters provided under sub-section (3) of Section 178. The above policy has been posted on the website of the Company at - www.amarjothi.net and the web link for the same is https://tinyurl.com/NRC-Policy-2025

REMUNERATION OF DIRECTORS & KMP:

Disclosure pursuant to Rule 5 (1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed vide "ANNEXURE VI" and in term of the provision of Section 197(12) of Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules are annexed to this report as "ANNEXURE VII".

PARTICULARS OF LOANS/GUARANTEE/INVESTMENTS

The Company has not given / made any Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013, during the year under review. Details of investments made in the earlier years have been disclosed in the notes to the financial statements

PARTICULARS OF CONTRACTS WITH RELATED PARTY

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. Your Company did not enter into any material related party transactions with Promoters, Directors, KMPs or other designated persons.

All related party transactions are placed before the Audit Committee and also the Board for approval on 10.02.2025. Prior omnibus approval of the Audit Committee is obtained on an annual basis on 10.02.2025 for transactions which are of a foreseeable and repetitive nature. A detailed statement of such related party transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for their review on a quarterly basis. Suitable disclosures as required by the Indian Accounting Standards-24(Ind AS - 24) have been made in the notes to Financial Statements.

The Company has formulated a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions. The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website and is available at the weblink: https://tinyurl.com/RPT-Policy-2026. The transactions entered by the Company with the related parties during the financial year 202526 are in the ordinary course of business and at arm's length basis. The disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 forms part of this report as ANNEXURE - III

MATERIAL CHANGES AND COMMITMENTS BETWEEN THE END OF FINANCIAL YEAR (MARCH 31, 2026) TO WHICH THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS DIRECTORS' REPORT.

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate and the date of this report.

STATEMENT ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively. The Company is in compliance with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India and approved by the Central Government under Section 118(10) of the Act.

COMPLIANCE OF ACCOUNTING STANDARDS

As per requirements of the Listing Regulations, 2015 and applicable Accounting Standards, your Company has made proper disclosures in the Financial Statements. The applicable Accounting Standards have been duly adopted pursuant to the provisions of Sections 129 and 133 of the Act.

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

The information relating to Conservation of Energy, Foreign Exchange Earning and Out Go, Technology Absorption pursuant to section 134(3) (m) of the Act, read with rule 8 sub rule 3 of the Companies (Accounts) Rules, 2014 is attached as ANNEXURE -I which forms part of the report.

RISK MANAGEMENT:

This annual report has got a detailed chapter on management discussion and analysis on risk management stating about risk management by the Company. It is periodically reviewed by the Board. The Company's business model has Comprehensive and integrated risk management framework that comprises a clear understanding of strategy, policy initiatives, prudential norms, proactive mitigation, and structured reporting. In addition, the Board periodically reviews and discusses all assets with significant risks, including deliberating on the sector- specific and systemic risks in the business environment. Other key variables monitored for risk are market condition and product costing.

DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has a well-established internal financial control and risk management framework, with appropriate policies and procedures, to ensure the highest standards of integrity and transparency in its operations and a strong corporate governance structure, while maintaining excellence in services to all its stakeholders. Appropriate controls are in place to ensure: (a) the orderly and efficient conduct of business, including adherence to policies, (b) safeguarding of assets, (c) prevention and detection of frauds / errors, (d) accuracy and completeness of the accounting records and (e) timely preparation of reliable financial information.

The Company has in place adequate Internal Financial Controls with respect to financial statements. No material weakness in the design or operation of such controls was observed during the financial year 2025-26.

RECEIPT OF ANY COMMISSION BY MD/WTD FROM A COMPANY OR FOR RECEIPT OF COMMISSION/ REMUNERATION FROM ITS HOLDING OR SUBSIDIARY.

The MD/WTD has not received any commission from other company/ its subsidiary.

COMPOSITION OF VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has devised a vigil mechanism in the form of a Whistle Blower Policy in pursuance of provisions of Section 177(10) of the Companies Act, 2013 and details thereof can be accessed at the weblink https://tinyurl.com/Policy-on-Whistle-Blower. During the year under review, there were no complaints received under this mechanism.

CORPORATE SOCIAL RESPONSIBILITY

Based on last three years average Net Profit, the Company is required to spend a sum of Rs.30,95,386/-in the year 2025-26. The Company has spent the amount towards contribution to the Prime Ministers Relief Fund.

The Company has adopted a Corporate Social Responsibility Policy defining therein the CSR activities to be undertaken by the Company in areas or subject specified in Schedule VII of the Companies Act, 2013. The Corporate Social Responsibility Committee of the Board is responsible for the implementation and effective monitoring of the CSR activities of the Company. The Annual Report on Company's CSR activities of the Company is furnished in the prescribed format as "ANNEXURE V" to this report. The policy on CSR is available in our company website www.amarjothi.net and the web link for the same is https://tinyurl.com/Amarjothi-CSR-policy-2026 .

AUDITORS:

STATUTORY AUDITORS

Pursuant to the provisions of section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,2014, M/s V.Narayanaswami & Co ,Chartered Accountants (Firm Registration No. 027417S)Coimbatore were appointed as the Statutory Auditors of the Company for a term of 4 (four) years to hold office from the conclusion of the 36th Annual General Meeting held on September 03, 2024 till the conclusion of the 40th Annual General Meeting of the Company to be held in year 2028 .

The Audit Report of the Statutory Auditors forms part of the Annual Report. The Auditors' Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are selfexplanatory.

NO FRAUDS REPORTED BY STATUTORY AUDITORS

There is no instance of frauds reported by the statutory auditors of the Company for the financial year under review under sub-Secti'on (12) of Section 143 of the Companies Act, 2013.

SECRETARIAL AUDITORS Secretarial Auditor

Section 204 of the Companies Act, 2013 read with Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires every listed company to undertake a Secretarial Audit and annex the Secretarial Audit Report, given by a Company Secretary in practice in the prescribed form, to its Board's Report. In compliance with the above requirements, the shareholders of the Company at the 37th Annual General Meeting held on 25.09.2025 appointed M/s. R.RAMCHANDAR & ASSOCIATES, R.Ramchandar, Company Secretary in Practice No.12240 as the Secretarial Auditor of the Company for five consecutive financial years from 2025-26 to FY 2029-30.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s. R.RAMCHANDAR & ASSOCIATES, R.Ramchandar, Company Secretary in Practice, to undertake the Secretarial Audit of the Company for the year under review. The observation made by the Secretarial Auditor during the year under review is mentioned in the Secretarial Audit Report and is annexed to this Report. The Explanation by the management for the observation on Secretarial audit report is mentioned in detail as required under Section 134(3)(f) of the Companies Act, 2013.

In addition to the above and pursuant to SEBI circular dated 8th February, 2019, a report on Secretarial

Compliance for the financial year 2025 - 26 has been submitted to stock exchanges. The Secretarial Audit report is annexed herewith as ANNEXURE - IV and forms an integral part of this Report.

EXPLANATION AND COMMENTS ON AUDIT REPORT

The report of the Statutory Auditors (appearing elsewhere in this Annual Report) is self-explanatory having no adverse comments.

The Explanation by the management for the observation made by Secretarial Auditor on Secretarial audit report is mentioned in detail as required under Section 134(3)(f) of the Companies Act, 2013.

During the period under review the Company has submitted the Annual report to the stock exchange with a delay of two days from the actual due date due to unavoidable circumstances for the financial year ended 31.03.2026 pursuant to Regulation 34 of SEBI(LODR) Regulations. Later the Company has paid a fine to BSE as levied by SEBI.

The Board discussed this matter and considered that the violation happened due to non-submission of Annual report within the prescribed time due to unavoidable circumstances. The Board discussed this matter and considered that the non-compliance was not intentional and affirmed that the necessary action will be taken in the future to avoid the same.

In respect of the observation made by the Secretarial Auditor during the year under review, The Board took note of the same and advised the concerned officials / department to monitor the compliance requirements minutely and strictly adhere the provisions of the applicable laws/regulati'ons/rules. The Secretarial Audit Report is annexed hereto as Annexure-IV.

Further, the Secretarial Compliance Report for the financial year ended on 31st March 2026 was filed with the Stock Exchanges in which the Company's equity shares are listed.

There were no instances of fraud reported by the Auditors to the Central Government or to the Audit Committee of the Company as indicated under the provisions of Section 143 (12) of the Companies Act, 2013.

DISCLOSURE OF COST AUDITOR AND COST AUDIT REPORT

As per Section 148 of the Companies Act, 2013 read with Rules framed there under, M/s. Nagarajan & Co, Practicing Cost Accountants, (Firm's Membership No; 000088) were appointed as Cost Auditors for the financial year 2025-26 to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules. The remuneration of Cost Auditors has been approved by the Board of Directors on the recommendation of Audit Committee. The requisite resolution for ratification of remuneration of cost Auditors by members of the Company has been set out in the Notice of ensuing annual general meeting. They have also been appointed as Cost Auditors for financial year 2026-27 by the Board of Directors, upon recommendation of Audit

Committee, to conduct cost audit of the accounts maintained by the Company in respect of the various products prescribed under the applicable Cost Audit Rules.

The Cost Audit Report for the financial year 2025-26, issued by M/s. Nagarajan & Co, Cost Auditors, in respect of the various products prescribed under Cost Audit Rules will be filed within the due date prescribed by the Act.

COST RECORDS

The Company has maintained the Cost Records as specified by the Central Government under subsection (1) of Section 148 of the Companies Act, 2013.

POSTAL BALLOT

During the year under review, the Company has passed Special resolution for the appointment of Independent Director through Postal Ballot as detailed in the Corporate Governance Report which forms part of this Report..

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of ethics and governance, resulting in enhanced transparency for the benefit of all stakeholders. Your Company has implemented all the stipulations enshrined in the Listing Regulations, 2015, and the requirements set out by the Securities and Exchange Board of India.

The Report on Corporate Governance as stipulated under Regulation 27 of the Listing Regulations, 2015 forms part of this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to the provisions of Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with Schedule V of the Regulations, a separate section on the Management Discussion and Analysis Report ("MDAR"), which includes details on the state of affairs of the Company forms part of this Annual Report.

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

Your Company is deeply committed to creating and maintaining a safe, inclusive and respectful work environment where every individual is protected from any form of harassment, exploitation, or intimidation. In line with this commitment, and as mandated by the Sexual Harassment of Women at

Workplace (Prevention, Prohibition & Redressal) Act, 2013 ("POSH Act") and its related Rules, the Company has adopted a comprehensive Policy for the prevention of sexual harassment.

Internal Complaints Committee is entrusted with the responsibility of receiving and addressing any complaints of sexual harassment at the workplace. They operate with transparency, impartiality, and adhere to prescribed timelines, to ensure a fair and unbiased investigation process.

The Company also conducts regular awareness programs to educate employees about their rights, the provisions of the POSH Act, and the available redressal mechanism. These initiatives aim to build a culture of respect, sensitivity, and gender equality in the workplace.

Your directors further state that during the year under review, there were no cases filed pursuant to the sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.All employees (permanent, contractual, temporary, trainees) are covered under this policy. Summary of sexual harassment complaints received and disposed of during the financial year 2025-26.

No. of complaints received : Nil No. of complaints disposed of : Nil No. of complaints pending : Nil

No. of complaints unsolved : Nil

We are pleased to report that no complaint related to sexual harassment were received during the financial year ended on March 31, 2026, under the POSH Act.

MATERNITY BENEFIT COMPLIANCE

The Company is committed to providing a safe, inclusive and supportive work environment for all employees, including women employees. The Company complies with the provisions of the Maternity Benefit Act, 1961 and the rules framed thereunder, as amended from time to time. The Company affirms that it is in compliance with the Maternity Benefit Act, 1961.

Additional Information

As per Rule 8(5) of the Companies (Accounts) Rules, 2014 the following additional information is provided :

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE, 2016, DURING THE FINANCIAL YEAR ALONG WITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the Financial Year 2025-26, there was no application made and proceeding initiated / pending by any Financial and/or Operational Creditors against your Company under the Insolvency and Bankruptcy Code, 2016.

As on the date of this Report, there is no application or proceeding pending against your Company under the Insolvency and Bankruptcy Code, 2016.

DETAILS OF DIFFERENCE BETWEEN THE AMOUNTS OF VALUATION AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE AT THE TIME OF TAKING A LOAN FROM THE BANKS ORFINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF:

During the Financial Year 2025-26, the Company has not made any settlement with its bankers for any loan(s) / facility(ies) availed or / and still in existence.

ACKNOWLEDGEMENT

Your directors gratefully acknowledge the support and co-operation extended to your Company by all the customers, shareholders and bankers.

Your directors also place on record their appreciation of the tireless efforts of Team Amarjothi, a dedicated and loyal band of people who have displayed unswerving commitment to their work in these challenging times and helped the Company deliver good results.

The Company extends its thanks to the Central and State Government authorities for their continued cooperation and assistance.

MAY LORD VENKATESWARA SHOWER HIS BLESSINGS FOR THE CONTINUED PROSPERTIY OF THE COMPANY.