Shankara Building Products Ltd Directors Report

i. The Boards report is prepared in accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and the Companies Act, 2013 (the Act) and forms part of the Annual Report for the year ended March 31,2026.

ii. Unless otherwise stated, the disclosure made in this report is for the year ended March 31, 2026.

iii. The term Company or Shankara or Shankara Building shall mean and include Shankara Building Products Limited.

Dear Shareholders,

Your Directors have pleasure in presenting the 31st Annual Report on the business and operations of Shankara Building Products Limited (the Company), together with the audited financial statements for the year ended March 31, 2026. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Summary and Highlights

The Companys financial performance for the financial year ended March 31, 2026, is summarized below. It is important to note that the financials for the current year are after the trading business has been demerged and therefore not comparable.

Key highlights of financial performance of your Company for the financial year 2025-26 are provided below:

(fin crores)

Particulars	Consolidated		Standalone
	Year Ended March 31, 2026	Year Ended March 31, 2025	Year Ended March 31, 2026	Year Ended March 31, 2025
Revenue from Operations	1,364.01	1,362.47	128.55	-
Other Income	6.74	2.35	6.47	1.44
Total Income	1,370.75	1,364.82	135.02	1.44
Other Expenditure	37.04	27.25	9.70	2.89
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	29.85	20.79	(4.57)	(2.06)
Depreciation and Amortization Expenses	8.22	8.65	2.01	1.95
Finance Cost	13.81	9.99	0.01	-
Profit Before exceptional items and tax	8.19	2.15	(6.42)	(4.01)
Exceptional Items	(0.37)	-	(0.17)	-
Profit before Tax (PBT)	7.82	2.15	(6.59)	(4.01)
Tax expense:
Current Year	4.42	1.99	-	-
Earlier Year	-	0.05	-	-
Deferred Tax	(0.44)	0.90	0.16	1.17
Profit after Tax (PAT)	3.84	(0.79)	(6.75)	(5.18)
Profit from discontinued operation	-	-	-	-

(fin crores)

Particulars	Consolidated		Standalone
	Year Ended March 31, 2026	Year Ended March 31, 2025	Year Ended March 31, 2026	Year Ended March 31, 2025
Add: Other Comprehensive Income	0.08	0.00	0.01	-
Total Comprehensive Income	3.92	(0.79)	(6.74)	(5.18)
EARNING PER EQUITY SHARE (Face Value of f10 each)
i) Basic	1.58	(0.33)	(2.78)	(2.14)
ii) Diluted	1.58	(0.33)	(2.78)	(2.14)

2. Operations

The consolidated revenue from operations of your Company was f1,364.01 crores during FY26 as against f1,362.47 crores during the previous financial year. EBITDA (excluding other income) was at T29.85 crores as compared to T20.79 crores during the previous financial year. The Net Profit for the year under review was f3.84 crores, as against f(0.79) crores in the previous financial year.

This year, on a standalone basis, the Company incurred a capital expenditure of T24.35 crores (Gross) for FY 2026 as against f3.28 crores (Gross) in the previous year. On a consolidated basis, the capital expenditure stood at T45.54 crores (Gross) for FY 2026 as against T13.27 crores (Gross) for the previous year.

Your Company has prepared the Financial Statements for the financial year ended March 31, 2026, in terms of section 133 and Schedule III to the Companies Act, 2013 (as amended) (the Act) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

3. Share Capital

(i) Authorised Capital

The authorised share capital of the Company as on March 31, 2026 is f30,00,00,000 comprising of 3,00,00,000 equity shares of f10 each.

(ii) Paid-Up Capital

The paid-up equity share capital stands at

f24,24,93,260/- comprising of 2,42,49,326 equity shares of f10/- per share fully paid up, as on March 31, 2026.

During the year under review, there was no change in paid-up share capital of the Company.

(iii) Issue of equity shares with differential rights

Your Company has not issued any equity shares with differential rights during the year under review.

(iv) Issue of sweat equity shares

Your Company has not issued any sweat equity shares during the year under review.

(v) Issue of employee stock options

Your Company has not issued any employee stock options during the year under review.

(vi) Provision by the Company for purchase of its own shares by employees or by trustees for the benefit of employees

Your Company has not made any provision for purchase of its own shares by employees or by trustees for the benefit of employees during the year under review.

(vii) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

(viii) Bonus Shares

No Bonus Shares were issued during the year under review.

4. Dividend

The Board of Directors periodically reviews the Companys ability and necessity to distribute dividends to its Shareholders, with a view to preserving the profitability and long-term growth plans of the Company. While reviewing the need to distribute dividends, the Board takes into account various relevant factors. After holistic consideration of the prevailing circumstances and in Line with the Companys Dividend Distribution Policy, the Board of Directors has decided that it would be prudent not to recommend any dividend for the year under review.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended (Listing Regulations), the Board has approved and adopted a Dividend Distribution Policy. The policy details various considerations based on which the Board may recommend or declare Dividend. The Dividend Distribution policy is available on the Companys website at https://shankarabuiLdingproductsLtd.com/wp-co ntent/upLoads/2024/06/PoLicy-on-Dividend-Dist ribution.pdf

5. Transfer to Reserves

The Company has decided to retain the entire amount of profits for FY 2026 in the profit and Loss account and does not propose to transfer amounts to the general reserve out of the amount avaiLabLe for appropriation.

The totaL profit of T 3.84 crores available with the Company on a consolidated basis is proposed to be retained in the profit and Loss account.

6. Material Subsidiaries, Joint Ventures and Associate Companies

The Company has 3 subsidiaries as on March 31, 2026.

Pursuant to ReguLation 16 of the SEBI (Listing ObLigations and Disclosure Requirements) ReguLations, 2015 defines a MateriaL Subsidiary to mean a Subsidiary whose income or net worth exceeds twenty percent of the consolidated income or net worth respectiveLy, of the Listed Company and its subsidiaries in the immediately preceding financial year. Basis this definition, your Company has foLLowing 3 (three) materiaL unListed Subsidiaries viz. Taurus VaLue SteeL &

Pipes Private Limited, VishaL Precision SteeL Tubes & Strips Private Limited and CenturyweLLs Roofing India Private Limited during FY26.

In addition to the above, ReguLation 24(1) of the abovementioned reguLations requires that at Least one Independent Director on the Board of Directors of the Listed Company to be a Director on the Board of Directors of unlisted material Subsidiary, whether incorporated in India or not. For this provision, material Subsidiary means a Subsidiary whose income or net worth exceeds twenty percent of the consolidated income or net worth respectively, of the Listed entity and its Subsidiaries in the immediately preceding financiaL year.

Mr. N. Muthuraman, an Independent Director of the Company was appointed as Independent Director in Taurus VaLue SteeL & Pipes Private Limited, VishaL Precision Steel Tubes & Strips Private Limited and Century wells Roofing India Private Limited.

Other requirements of ReguLation 24 of SEBI (Listing ObLigations and Disclosures Requirements) ReguLations, 2015 with regard to Corporate Governance for Subsidiary Companies have been compLied with.

(i) VishaL Precision SteeL Tubes & Strips Private Limited - VPSPL was incorporated on December 4, 1991 as a private Limited company under the Companies Act, 1956 with the corporate identity number U00291KA1991PTC012581. It has its registered office at PLot No.47, Industrial Area, Hoskote, BengaLuru 562 114, Karnataka, India.

VPSPL is primariLy engaged in the business of, inter aLia, manufacturing, repairing, importing, exporting, and deaLing in aLL kinds of steeL pipes and tubes. It has a tube & coLd roLLed strip processing faciLity at BengaLuru.

(ii) CenturyweLLs Roofing India Private Limited - CRIPL was incorporated on November 29, 2002 as a private Limited company under the Companies Act, 1956 with the corporate identity number U28112TN2002PTC049959. It has its registered office at 23/6A, VeLLanthangaL ViLLage, Irunkattu Kottai, Sriperumbudur, Kancheepuram 602 105, TamiL Nadu, India.

CRIPL is primariLy engaged in providing coLor coated roofing products. It has processing faciLities in BengaLuru, Chennai, Coimbatore, Davangere, HubLi, Mysore, MangaLore, Pune, Secunderabad and Vijayawada.

(iii) Taurus Value Steel & Pipes Private Limited - TVSPPL was incorporated on August 1, 2009 as a private limited company under the Companies Act, 1956 with the corporate identity number U28112AP2009PTC064592. Subsequent to the bifurcation of states of Andhra Pradesh and Telangana, TVSPPLs corporate identification number has been changed to U28112TG2009PTC064592. It has its registered office at Sy. No. 487, Bachupally Village, Kutbullapur Mandal, Telangana- 501401.

TVSPPL is primarily engaged in the business of, inter alia, manufacturing, processing, drawing, assembling, purchasing, selling or otherwise dealing in steel pipes, tubes and pipe fittings, iron and steel and allied products of all kinds and description and has a tube processing facility at Hyderabad.

The Steel Network Holdings Pte Limited a non-operating subsidiary of the Company domiciled in the Singapore, has been undergone wound up and has been liquidated with effect from December 26, 2025. The confirmation certificate of dissolution from the concerned regulatory authority was received by the Company on 4th January, 2026, which is later than the actual date of completion of winding up. During the year under review, Shankara Buildpro Limited wholly owned subsidiary of the Company ceased to be the subsidiary of the Company pursuant to the Scheme of Arrangement.

7. Consolidated Financial Statement

As stipulated by Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards. The audited Consolidated Financial Statements, together with Auditors Report, form part of the Annual Report.

In accordance with the provisions of the Act and the amendments thereto, read with the Listing Regulations the audited financial statements, including the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on our website at https://shankarabuildingproductsltd.com/subsi diaries/

In compliance with section 136 of the Companies Act, 2013, the Financial Statements of the

Subsidiaries are available on the website of the Company and will be made available upon the request by any member of the Company at compliance@shankarabuildpro.com.

As per the provisions of Section 129 of the Companies Act, 2013, the Consolidated Financial Statements of the Company, its Subsidiaries and Associates are attached in the Annual Report. The annual accounts of Subsidiaries and Associates will be made available to shareholders on request and will also be kept for inspection by any shareholder at the Registered Office and Corporate Office of your Company.

A statement in Form AOC-1 is annexed as Annexure I containing the salient features of the financial statements of the Companys Subsidiaries, Associates and Joint Venture for the year ended March 31, 2026 is also attached with financial statements.

The policy determining material subsidiaries is disclosed in chrome-

https://shankarabuildingproductsltd.com/wp-co

ntent/uploads/2024/06/Revised-Policy-for-Mate

rial-Subsidiaries.pdf

The Secretarial Audit Report of the subsidiary companies are available at the website of the company at

https://shankarabuildingproductsltd.com/disclos ures/

8. Key Developments

a. Demerger

The Honble National Company Law Tribunal, Bengaluru Bench, vide Order dated August 21, 2025, sanctioned the Scheme of Arrangement amongst the Company and Shankara Buildpro Limited (SBL) and their respective shareholders and creditors under Sections 230 to 232 read with the other applicable provisions of the Companies Act, 2013 (the Scheme) for demerger of the Trading Business of the Company (as defined in the Scheme) into SBL. The certified copy of the Order was received on September 1, 2025. Upon fulfillment of all the conditions stated in the Scheme, including filing of the aforesaid Order with the Registrar of Companies, Karnataka, the Scheme became effective from September 9, 2025, being the Effective date of the Scheme.

With effect from the Appointed Date i.e. April 1, 2024, the Trading Business of the Company (along with all assets and liabilities thereof) were transferred to SBL on a going concern basis.

Equity Shares of ^10 each on September 26, 2025 to the shareholders of the Company (as on the record date i.e. September 24, 2025) and therefore it has ceased to be a wholly owned subsidiary of the Company.

As provided in the Scheme, the Company has accounted for the aforesaid demerger in its books of accounts in accordance with the Indian Accounting Standards (Ind AS) and generally accepted accounting principles in India.

9. Particulars of Loans, Advances, Guarantees and Investments made by the Company

The Company makes investments or extends loans/ guarantees to its subsidiaries for their business purposes as and when required by them for its emergent business requirements. The details of loans, guarantees and investments covered under Section 186 of the Act along with the purpose for which such loan or guarantee were utilized forms part of the Notes to standalone financial attached to this Annual report.

During the year under review, your Company has not given any loan or guarantee which is covered under the provisions of Section 186 of the Companies Act, 2013.

10. Material changes and commitment, between the end of the financial year and date of the Report

Pursuant to the Scheme of Arrangement approved by the competent authorities, the Companys Demerged Business or Trading Business has been transferred to the resulting entity with effect from the appointed date. This transfer constitutes a material change during the financial year, pursuant to which all assets, liabilities, and employees of the Demerged Company pertaining to, arising out of, or relating to the Trading Business are transferred on a going concern basis.

11. Unclaimed Dividend

Section 124 of the Companies Act 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules 2016 (the Rules) mandates the Companies to transfer dividend that has remained unpaid/unclaimed for a period of seven years in the unpaid dividend account to the Investor Education and Protection Fund (IEPF).

Transfer of Unpaid and Unclaimed Amounts to Investor Education and Protection Fund (IEPF)

a) Transfer of Unclaimed Dividend to IEPF

Pursuant to the applicable provisions of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (IEPF Rules), as amended from time-to-time, the declared dividends, which remained unpaid or unclaimed for a period of 7 (seven) years and shares in relation to such unpaid/unclaimed dividend shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

As required under section 124 of the Act, unclaimed dividend amount aggregating to ^54,241.50 lying with the Company for a period of seven years pertaining to the financial year 2018-19 along with the shares thereof were transferred during the financial year 2025-26, to IEPF established by the Central Government. The Members have an option to claim their shares and/or amount of dividend transferred to IEPF. The Company has sent notices to respective shareholders who have not claimed a dividend for 7 (seven) consecutive years and whose shares were liable to be transferred to IEPF during the financial year. Any shareholder who has a claim on such dividend is requested to contact our Registrar and Share Transfer Agents M/s KFin Technologies Limited.

The details of the unclaimed dividend as on March 31, 2026 is available on the Companys website at

https://shankarabuildingproductsltd.com/share holders/

b) Transfer of Shares to IEPF

Section 124(6) of Companies Act, 2013, read with IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, mandates transfer of underlying shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of Investor Education and Protection Fund.

During the year under review, the Company has transferred shares to the IEPF Authority pursuant to the aforesaid rule for the financial year 2018-19.

12. Audit and Auditors

(i) Statutory Auditors: M/s Sundaram & Srinivasan, Chartered Accountants (Firm Registration No.004207S)

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) rules, 2014, M/s Sundaram & Srinivasan, Chartered Accountants (Firms Registration No. 004207S) were appointed as the Statutory Auditors of the Company for a second tenure of 5 (five) years in the financial year 2024-25 until the conclusion of 34th Annual General Meeting of the Company to be held in the financial year 2029-30.

The Auditors Report for the financial year 2026 does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

In accordance with the amendment to the provisions of Section 139 by the Companies

Amendment Act 2017, notified on May 7, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified by the Members at every Annual General Meeting. During the year under review, the Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.

In accordance with the amendment to the provisions of Section 139 by the Companies Amendment Act 2017, notified on May 7, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified by the Members at every Annual General Meeting.

The remuneration in the form of fees (excluding GST and out of pocket expenses) for the year ended March 31, 2026 to M/s Sundaram & Srinivasan, Chartered Accountants as the Statutory Auditor of the Company are as follows:

In fLakhs

Engagement	Amount
Statutory Audit including limited reviews	27.90
Other audit related services	1.20
Tax Audit	2.40
Total	31.50

Note: The above fees exclude GST and out of pocket expenses

(ii) Internal Auditor: M/s GRSM & Associates

M/s. GRSM & Associates, Chartered Accountants were appointed as Internal Auditor of the Company to carry out the internal audit function for FY 2025-26. M/s. GRSM & Associates have confirmed that they are free from any disqualifications and also their independence

and arms length relationship with the Company and are a peer-reviewed audit firm including its partners.

The remuneration in the form of fees (excluding GST) for the year ended March 31, 2026 to M/s GRSM & Associates, Chartered Accountants as Internal Auditor of the Company are as follows:

In fLakhs

Engagement	Amount
Audit Fees	1.20
Other audit related services	-
Total	1.20

Note: The above fees exclude GST and out of pocket expenses

(iii) Secretarial Auditor: K. Jayachandran,

Practicing Company Secretary (ACS No. 11039 and Certificate of Practice No. 4031)

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, the Board of Directors had appointed Mr. K. Jayachandran, Practicing Company Secretary (ACS No. 11309 and Certificate of Practice No. 4031) as the Secretarial Auditor of the Company on terms and conditions

as mutually agreed upon between K. Jayachandran, Practicing Company Secretary and the Company to conduct Secretarial Audit and issue the Secretarial Compliance Report for the term of 5 (five) years from Financial Year April 1, 2025 to March 31, 2030.

The remuneration in the form of fees (excluding GST) for the year ended March 31, 2026 to K. Jayachandran, Practicing Company Secretary as the Secretarial Auditor of the Company are as follows:

Engagement	Amount
Audit Fees	3.60
Other audit related services	1.00
Total	4.60

Note: The above fees exclude GST and out of pocket expenses

The Secretarial Audit Report for FY 2025-26 of the Company is appended as Annexure II to the Directors Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Company has undertaken an audit for the Financial Year ended March 31, 2026 for all applicable compliances as per Listing Regulations and Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report of the Company for FY 2025-26 signed by Mr. K. Jayachandran, Practicing Company Secretary is appended as Annexure III to the Directors Report

13. Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made -

(i) Statutory Auditors Report

The Auditors Report to the shareholders for the year under review does not contain any reservation, qualification, or adverse remark. The comments in the Auditors Report to the shareholders for the year under review are self-explanatory and does not need further explanation. The Statutory Auditors of the Company have issued an Audit Report with an unmodified opinion on the Audited Financial Statements of the Company (Standalone and Consolidated) for the year ended March 31, 2026.

(ii) Secretarial Auditors Report

The Secretarial Audit Report does not contain any reservation, qualification or adverse remark, which calls for any further explanation.

14. Particulars of Remuneration to Directors and Key Managerial Personnel

The Board of Directors has duly approved and adopted the Remuneration Policy for Directors in accordance with the applicable provisions of the

Companies Act, 2013 and the rules made thereunder, as well as the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Nomination and Remuneration Policy of the Company provides a comprehensive framework for the appointment, evaluation, and remuneration of Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP), and other employees.

The details of Nomination and Remuneration Policy of the Company for Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees along with other related matters have been provided in the Corporate Governance Report.

The copy of the Nomination and Remuneration policy can be accessed by clicking on weblink https://shankarabuildingproductsltd.com/wp-co ntent/uploads/2024/06/Policy-on-Nomination-a nd-Remuneration.pdf.

It is affirmed that the appointment and remuneration of Directors, Key Managerial Personnel and all other employees during the year ended March 31, 2026 is in accordance with the Nomination and Remuneration Policy of the Company.

The Company has instituted a structured and comprehensive Board Evaluation framework to assess the performance and effectiveness of the Board of Directors as a whole, its Committees, and individual Directors. The evaluation process is carried out on an annual basis and is designed to ensure that the Board and its Committees function efficiently and in alignment with the Companys strategic objectives and governance standards. The evaluation is conducted through a combination of self-assessment and peer assessment mechanisms, wherein each Director evaluates their own performance as well as that of other members. The criteria for evaluation include, inter alia, the composition of the Board, level of engagement and participation in meetings, quality of decision-making, understanding of the Companys business, strategic guidance, governance practices, and effectiveness of the Board Committees.

In addition, the performance of the Chairman, Independent Directors, and Non-Independent Directors is evaluated separately, taking into account their respective roles and responsibilities. The Independent Directors also review the performance of Non-Independent Directors and the Board as a whole in a separate meeting.

The statements required under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (the Rules), as amended, form part of this report as Annexure IV and will be made available to any Member on request.

15. Particulars of Employees

Particulars of employee remuneration as per Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 form part of this Directors Report as Annexure V.

The Statement containing particulars of top 10 employees and the employees drawing remuneration more than the limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is provided as a separate annexure forming part of this Report. In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Members, excluding the aforesaid annexure.

The said Statement is also open for inspection by the Members through electronic mode. The

statements required under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, form part of this report and will be made available to any Member on request.

16. Corporate Social Responsibility

In pursuance of the Corporate Social Responsibility Policy and in line with the requirement of the Act, every company must spend 2% of the average net profits of the Company for the preceding three years towards the Corporate Social Responsibility activities as stated in the Act.

Based on the computation as per Section 135 of the Act, the Company contributed T108.02 lakhs towards Corporate Social Responsibility activities for the year ended March 31, 2026. The Chief Financial Officer has confirmed to the Board that the Company has fully spent the amount of CSR that has to be contributed by the Company as prescribed under Section 135 of the Act.

A detailed update on the Corporate Social Responsibility initiatives of the Company is provided in the Annual Report as Report on Corporate Social Responsibility, which forms part of this Report. The Corporate Social Responsibility policy is available on the Companys website at https://shankarabuildingproductsltd.com/wp-con tent/uploads/2024/06/Policy-on-Corporate-Social -Responsibility.pdf. The Annual Report on Corporate Social Responsibility activities as per section 135 of the Act, is annexed as Annexure VI to this Report.

17. Management Discussion and Analysis Report

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a detailed Management Discussion and Analysis Report is presented in a separate section forming part of the Annual Report. The Audit Committee has reviewed the said Management Discussion and Analysis Report.

18. Business Responsibility and Sustainability Report

In accordance with SEBI circular dated July 12, 2023, the Company has prepared the Business Responsibility and Sustainability Report for the year ended March 31, 2026, in the prescribed format which forms part of this Annual Report and can be accessed at

https://shankarabuildingproductsltd.com/corpora te-governance-reports/

The mandatory assurance of the Business Responsibility and Sustainability Report Core is

not applicable for the year ended March 31, 2026 in view of the fact that the Company is not in the top 250 listed companies based on the market capitalisation as on March 31, 2026.

19. Extract of Annual Return

In accordance with the Act, a copy of the Annual Return as on March 31, 2026 in the prescribed format is available on the Companys website at https://shankarabuildingproductsltd.com/annual -return/

20. Change in the nature of Business

Pursuant to the Scheme of Arrangement sanctioned by the competent authorities, the Companys Demerged Business (the Trading Business) stands transferred to the resulting entity with effect from the appointed date. Such transfer constitutes a material change during the financial year and entails the transfer of all assets, liabilities, and employees of the Demerged Company pertaining to or relating to the Trading Business on a going concern basis.

21. Credit Rating

CRISIL has assigned the Long Term Rating BBB/Stable and Short Term Rating CRISIL A3+ on the bank loan facilities of the Company.

22. Board Governance

The Companys governance framework is built on the foundational principles of transparency, integrity, and accountability, which guide all aspects of its operations and decision-making processes.

At the core of this framework is a strong commitment to upholding the highest standards of corporate governance while continuously enhancing practices to align with evolving regulatory requirements and global best practices. The Companys governance structure is based on a three-tier model comprising Shareholders, the Board of Directors, and Executive Management. Each tier plays a distinct yet interconnected role, with Shareholders ensuring ownership and accountability, the Board providing oversight and strategic direction, and Executive Management handling execution and day-to-day operations.

The details of the constitution / composition of the Board and of the Committees, the terms of reference etc., are given in the Corporate Governance Report which forms part of this Annual Report. The Company has constituted various committees with the majority of Directors being Independent. The Audit Committee and the

Risk Management Committee consists of Executive and Independent Directors. The Board meets at regular intervals to discuss and decide on Company / Business Strategy apart from dealing with other business matters.

In line with the requirements of the Act and the Listing Regulations, eight Board meetings and six Audit Committee meetings were held during the year under review. The details of the Board, Committee meetings and of the 30th Annual General Meeting and the attendance of the Directors at these meetings, the skill sets / expertise of Directors etc., are given in the Corporate Governance Report which forms part of the Annual Report.

The Nomination and Remuneration Committee, in consultation with the Board, identifies the requisite skills, experience, and attributes for effective Board composition. It seeks to ensure a diverse mix of expertise across areas such as business, finance, marketing, and governance, while emphasizing qualities like independence, integrity, sound judgment, ethical conduct, and the ability to contribute constructively and work collaboratively.

Based on this evaluation, the Nomination and Remuneration Committee identifies the roles and capabilities necessary for new appointments and subsequently recommends suitable candidates to the Board. The Companys policy on the appointment and remuneration of Directors including the criteria for qualifications, key attributes, independence, and other considerations as per Section 178(3) of the Companies Act, 2013 is available on the Companys website at

https://shankarabuildingproductsltd.com/wp-con tent/uploads/2024/06/Policy-on-Nomination-and -Remuneration.pdf

A. Board Governance

Board governance defines the framework governing the composition, roles, and functioning of the Board. The Companys governance guidelines, inter alia, set out provisions relating to the role of the Chairman and Directors, Board diversity, independence criteria, tenure, remuneration, retirement age, and the constitution of Board Committees.

B. Directors & Key Managerial Personnel Composition and size of the Board and Committee

The Board has an optimum combination of Executive, Non-Executive and Independent Directors. The total strength of the Board as on the date of reporting is six Directors, of which three are Independent Directors one is Executive Director and two Non-Executive and Non Independent Directors. The composition of the Board of Directors is in due compliance of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Succession Planning

The Company recognizes that a succession planning framework is critical to ensuring long-term stability and sustained growth. In this regard, the Board, through the Nomination and Remuneration Committee (NRC), actively engages with the Managing Director (MD) on matters relating to leadership continuity and succession planning. Discussions on succession are a regular feature of NRC meetings, wherein the MD shares perspectives and insights on potential leadership pipelines on an informal basis.

The NRC places significant emphasis on succession planning for Key Managerial Personnel (KMP), including the Managing Director, Executive Director, Chief Financial Officer, and Company Secretary. For the position of the Managing Director, a structured approach is in place, with a potential successor being identified and groomed to ensure a smooth transition when required.

With respect to the other KMP positions, the Company is in the process of formalizing a comprehensive succession plan. At the same time, the organization has developed a strong internal talent pool, and suitable individuals have been identified who can assume these roles on an interim basis, if necessary, to ensure business continuity.

Overall, the Company remains committed to strengthening its succession planning processes by developing internal capabilities, fostering leadership talent, and ensuring preparedness for both planned and unforeseen transitions.

Board Diversity

The Company acknowledges that an effective Board, comprising individuals with appropriate qualifications and a wide spectrum of relevant experience, is fundamental to strong corporate governance. Accordingly, the Board of Directors places significant emphasis on maintaining a balanced composition that reflects diverse skills, industry expertise, and professional backgrounds aligned with the Companys business and

strategic objectives.

The Board firmly believes that diversity in its composition including diversity of gender, background, experience, knowledge, and perspectives enhances the quality of deliberations and enables more informed, balanced, and objective decision-making. Such diversity not only strengthens governance practices but also supports innovation, risk management, and the Companys long-term sustainable growth.

The Board Diversity Policy is available on the Companys website at

https://shankarabuildingproductsltd.com/wp-con tent/uploads/2024/06/Policy-on-Board-Diversity. pdf and forms an integral part of the Companys corporate governance framework.

C. Retirement by Rotation

As per Section 152 of the Companies Act, 2013, at least two third of the Directors shall be subject to retire by rotation. One-third of such Directors must retire from office at each Annual General Meeting AGM of the shareholders and a retiring Director is eligible for re-election.

Accordingly Mr. Dhananjay Mirlay Srinivas (DIN : 09108483), is liable to retire by rotation in terms of provisions of the Companies Act, 2013 at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the approval of the Members.

As stipulated under Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 brief resume of the director proposed to be re-appointed is given in the Notice of the Annual General Meeting.

D. Appointments and Re-appointments

Appointment to the Board

During the year under review, the following appointments and resignations to in the Board of Directors.

The approval by the Shareholders in the 30th Annual General Meeting held on June 24, 2025 for the appointment of Mr. Dhananjay Mirlay Srinivas (DIN: 09108483) as Whole-time Director of the Company for the term of Five (5) years.

Further, the Board of Directors at its meeting held on October 9, 2025 redesignated Mr. Dhananjay Mirlay Srinivas (DIN: 09108483) from Whole-Time Director to Non-Executive Director / Director (liable to retire by rotation), with effect from October 9, 2025.

Redesignation of Mr. C. Ravikumar (DIN: 01247347) from Whole-Time Director to Non-Executive Director / Director (Liable to retire by rotation), with effect from October 9, 2025.

The Board of Directors in its meeting held on May 5, 2026, based on recommendation of the Nomination and Remuneration Committee, recommended to the Shareholders to consider the appointment of Mr. Medepalli Eswara Rao (DIN: 11696395) as Independent Director of the Company for the term of 5 (five) years.

The brief particulars and expertise of Mr. Medepalli Eswara Rao seeking appointment have been given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

Reappointment to the Board

The Board of Directors in its meeting held on February 10, 2026 recommend to the Shareholders the Re-appointment of Mr. Sukumar Srinivas (DIN: 01668064) as Managing Director of the Company for a period of five (5) years with effect from April 1, 2026 to March 31, 2031.

The Board of Directors in its meeting held on May 5, 2026 recommend to the Shareholders to consider re-appointment of Mr. Dhananjay Mirlay Srinivas (DIN: 09108483) as Director liable to retire by rotation, forms part of Notice of the Annual General Meeting.

The brief particulars and expertise of Director seeking re-appointment together with their other directorships and committee memberships have been given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

E. Cessation from the Board

The tenure of Mr. Chandu Nair (DIN: 00259276) as Non-Executive and Independent Director was ended with effect from July 28, 2025 due to completion of second term as an Independent Director of the Company. The Board and the Management places on record their sincere appreciation for the invaluable contributions of Mr. Chandu Nair to the Companys success and the assistance and guidance provided during their tenure as a Members of the Board/Committees of the Company.

F. Key Managerial Personnel

In terms of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial

Personnel) Rules, 2014. The key managerial personnel of the Company are

Sukumar Srinivas, Managing Director

Sathyanarayana JW, Chief Financial Officer

Ramesh S, Company Secretary and Compliance Officer

Mr. Alex Varghese, Chief Financial Officer and Ms. Ereena Vikram, Company Secretary and Compliance Officer (Key Managerial Personnel) of the Company resigned with effect from close of business hour on October 03, 2025.

Non-Executive and Independent Directors are familiarized through structured orientation programmes covering the Companys operations, business environment, and core values. They are provided with key documents, including the Annual Report, presentations, press releases, Code of Conduct, and constitutional documents. Regular updates on business and performance are also shared through presentations at Board and Committee meetings.

The details regarding the familiarization program for Independent Directors is available on the website of the Company under the link https://shankarabuildingproductsltd.com/corpor ate-governance-reports/

23. Independent Directors

All the Independent Directors of the Company have given their declarations to the Company under Section 149(7) of the Act that they meet the criteria of independence as provided under Section 149(6) of the Act read with Regulation 16(1) (b) of the Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company. During the year under review, the Company did not have any pecuniary relationship or transactions with any of its Directors, other than payment of remuneration to the Executive Directors and payment of sitting fees and commission to Non-executive Directors and reimbursement of expenses incurred by them for the purpose of attending the Board / Committees meetings of the Company.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

In terms of Section 150 of the Act and rules framed thereunder, the above Directors have registered

themselves with the Indian Institute of Corporate Affairs (IICA) and they are exempted from appearing for the online proficiency

self-assessment test. Furthermore, they have also renewed their registration with IICA for applicable tenures.

24. Board and Committee Constitution

The Company maintains a balanced mix of Executive, Non-Executive, and Independent Directors to ensure Board independence and a clear separation of governance and management. As on March 31, 2026, the Board comprises six members, including one Executive Director, three Independent Directors (one being a woman), and two Non-Executive Non-Independent Directors. Further details on Board and Committee composition and meetings are provided in the Corporate Governance Report forming part of this Annual Report.

25. Board and Committee Meetings

The Board of Directors meets at regular intervals to review and deliberate on the Companys policies, business strategies, operational performance, and other significant matters requiring its guidance and approval. These meetings provide a structured platform for informed discussions, strategic decision-making, and effective oversight of the Companys affairs. In situations requiring urgent attention or where immediate decisions are necessary, approvals may be obtained through resolutions passed by circulation or by convening Board or Committee meetings at shorter notice, in accordance with applicable legal and regulatory provisions.

To ensure efficient functioning, the meetings of the Board and its Committees are planned in advance. A tentative annual calendar of meetings is circulated to the Directors well ahead of time, enabling them to organize their schedules and contribute meaningfully to the proceedings. Detailed agenda papers, along with relevant information and supporting documents, are also shared in a timely manner to facilitate informed deliberations and effective participation.

In line with the requirements of the Companies Act, 2013 and Listing Regulations, eight Board Meetings and (six meetings- Audit Committee Meetings; three meetings-Risk Management; four meetings- Nomination & Remuneration Committee; one meeting- Corporate Social Responsibility Committee and One meeting-Stakeholders Relationship Committee) meetings were held during the year under review, and all the Board Meeting and Committee Meeting were held in accordance with the guidelines issued by the MCA and by the SEBI.

The intervening gap between any two meetings is within the period prescribed by the Act and Listing Regulations. The details of the Board, Committee meetings and of the 30th Annual General Meeting and the attendance of the Directors are given in the Corporate Governance Report which forms part of the Annual Report.

26. Board Policies

The Company has charters for the Audit Committee, the Nomination and Remuneration Committee, the Risk Management Committee, the Corporate Social Responsibility Committee, and the Stakeholders Relationship Committee and policies & codes as required, which are in line with the requirements of the Act and the Listing Regulations. The details of the charter / policies / codes as adopted by the Board are provided in Annexure VII to the Boards Report.

27. Audit Committee

The Board of Directors of your Company has duly constituted an Audit Committee in compliance with the provisions of Section 177 of the Act, the Rules framed thereunder read with Regulation 18 of the Listing Regulations. The recommendations made by the Audit Committee are accepted by your Board.

As on March 31, 2026, the Audit Committee consisted of 5(five) Directors as its members. The Audit Committee of the Board, is currently headed by an Independent Director as Chairman. The Audit Committee meets at regular intervals to discharge its terms of reference effectively and efficiently.

During the year under review, there were no instances where the recommendations of the Audit Committee were not accepted by the Board. A detailed note on the composition, role and functions of the Audit Committee are disclosed in the Report on Corporate Governance, which forms part of this Report. The details of charter/policy/code as adopted by the Board is available on the Company website at https://shankarabuildingproductsltd.com/wp-con tent/uploads/2024/06/Terms-Reference-Audit-Co mmittee.pdf.

28. Directors Responsibility Statements under Section 134 of the Companies Act, 2013

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on

accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.

Further, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge, belief and ability confirms that:

- The accounting policies have been consistently applied except where a newly-issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

- In the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards had been followed and there are no material departures.

- The Directors had 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 profit and loss of the Company for that period.

- The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

- The Directors had prepared the annual accounts on a going concern basis.

- The Directors had Laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

- The financial statements have been audited by M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai (Firm registration number

No. 004207S), the Companys Statutory Auditor and have given unmodified opinion on the financial statements for the year ended March 31, 2026.

29. Human Resource

Pursuant to the Scheme of Arrangement approved by the National Company Law Tribunal (NCLT), employees associated with the Demerged/Trading Business have been transferred to the resuLting entity with effect from the appointed date. The transfer has been undertaken on a going concern basis, ensuring continuity of empLoyment on terms and conditions.

The Human Resources function undertook several key initiatives during the financial year, with talent acquisition being a primary focus. The Company continued to strengthen its workforce across key functions to support its growth plans. As of March 31, 2026, the Company had 32 employees on its payroll. Further, pursuant to the Scheme of Arrangement, 964 employees were transferred to the resulting company, Shankara Buildpro Limited.

30. Information Technology & Cyber Security

The Company has implemented an integrated Enterprise Resource Planning (ERP) system to enable real-time management of resources and core business processes, ensuring seamLess coordination across functions, improved efficiency, and informed decision-making. The system aLso supports demand tracking and optimaL inventory management, and is maintained by a dedicated in-house IT team.

Recognizing cyber security as a critical business priority, the Company has adopted a multi-layered security framework to safeguard data and mitigate risks. ReguLar cyber security assessments, incLuding emaiL vuLnerabiLity checks, are conducted to strengthen systems and foster a culture of cyber awareness across the organization.

31. Board Evaluation

The Company conducts an annual evaluation of the Board of Directors, individual Directors, and Board Committees in accordance with the provisions of the Companies Act, 2013 and the Listing Regulations. The evaluation process is designed to assess the effectiveness, composition, and functioning of the Board, and to identify areas for improvement in governance and decision-making.

The Boards performance is evaluated after obtaining inputs from all Directors, based on criteria such as its composition and structure, effectiveness of decision-making processes, quality and flow of information, and overall functioning. Similarly, the performance of each Committee is assessed by the Board, taking into account inputs from Committee members, and considering factors such as committee composition, effectiveness of meetings, and the extent to which committees fulfill their objectives. These criteria are broadly aligned with the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India (SEBI).

In addition, a separate meeting of Independent Directors is held to evaluate the performance of Non-Independent Directors, the Board as a whole, and the Chairman. This evaluation incorporates the perspectives of both Executive and Non-Executive Directors to ensure a comprehensive and objective assessment.

The Nomination and Remuneration Committee also reviews the performance of individual Directors, focusing on their preparedness for meetings, quality and constructiveness of contributions, participation in discussions, and overall impact on Board and Committee deliberations.

The findings and observations from the evaluation are then discussed in the subsequent Board meeting, ensuring that performance feedback is acknowledged and acted upon. This structured evaluation process not only strengthens accountability and transparency but also fosters continuous improvement in Board effectiveness, governance practices, and strategic decision-making.

32. Related Party Transactions

During the year under review, all related party transactions including ratification of the related party transaction entered into by the Company, were approved by the Audit Committee consisting of Independent Directors and these transactions are at arms length and in the ordinary course of business.

Prior approval of the Audit Committee is obtained for all related party transactions which are entered into in the ordinary course of business and which are on an arms length basis. Further, the details of the actual transactions entered into by the Company against such approval, is placed before the Audit Committee, periodically.

For the year ended March 31, 2026, the Company has not entered into any materially significant related party transactions with its Directors, or Management, or their relatives that may have potential conflict with the interests of the Company at large and the Company has received disclosures from the Key Managerial Personnel / Senior Management Personnel confirming the same.

The particulars of transactions with related parties have been disclosed at note no 47 in the Standalone and Consolidated Financial Statements as required under Ind AS 24- Related Party Disclosures and as specified under section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended.

The Company has formulated a Policy on Related Party Transactions and can be accessed on the Companys website at

https://shankarabuildingproductsltd.com/wp-co ntent/uploads/2024/06/Policy-on-Related-Party- Transactions.pdf

The details of transaction(s) of the Company with entities belonging to the promoter/promoter group which hold(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations are provided as part of the financial statements.

The Company is not categorized as Micro, Small and Medium Enterprises (MSME) under the Micro, Small and Medium Enterprises Development Act, 2006. Hence, the MSME Act requires to register under a portal for facilitating mSme vendors. The Company has registered in the platform for MSMEs to electronically factor / discount their receivables, on a without recourse basis, at highly competitive & transparent financing terms.

33. Corporate Governance and Shareholders Information

The Companys corporate governance framework is structured around its Shareholders, the Board of Directors, and the Board Committees. Built on the fundamental principles of transparency, integrity, professionalism, and accountability, this governance model ensures that the Companys strategic objectives are executed effectively and responsibly. By embedding these values into its operations, the Company aims to create sustainable, long-term value for its shareholders, employees, business partners, and all other stakeholders, while maintaining trust and fostering ethical business practices.

Pursuant to Regulation 34 of the Listing Regulations, a report on Corporate Governance for the financial year 2025-26 forms an integral part of this report. The requisite certificate from a Practicing Company Secretary confirming compliance with the mandatory requirements relating to corporate governance as stipulated under the Listing Regulations is attached to the report on Corporate Governance.

The MD and CFO Certificate, forming part of the Corporate Governance Report, confirms the existence and effectiveness of internal controls and reiterate their responsibilities to report deficiencies to the Audit Committee and rectify the same.

34. Risk Management

The Company has adopted enterprise-wide Risk Management Framework to enable a well-defined and institutionalized approach towards risk management and lay down broad guidelines for timely identification, assessment, mitigation, monitoring and governance of key strategic risks so as to ensure that the risk is adequately addressed or mitigated through a robust management action plan.

The Company has constituted a Risk Management Committee of the Board and also has in place a Risk Management Policy approved by the Board which focuses on the determination of Companys risk appetite, risk tolerance, regular risk assessments and risk mitigation strategies, risk identification, risk quantification and risk evaluation etc.

The detailed report on Risk Management is disclosed separately in this Annual Report. The Risk Management Charter and Policy is available on the Companys website at https://shankarabuildingproductsltd.com/wp-co ntent/uploads/2024/06/Risk-Management-Policy .pdf

The Risk Management Committee meets on a quarterly basis to review the status of critical risks, evaluate the progress of framework implementation across locations, and address any material exceptions that may arise. It is also empowered to monitor and review the Risk Management Plan and recommend any modifications to the Risk Management Policy for Board consideration.

The Chief Risk Officer (CRO) acts as the custodian of the Risk Management Framework and supports its implementation and ongoing oversight under the direction of the Risk Management Committee.

Furthermore, the Audit Committee of the Board

provides additional oversight specifically in the areas of financial risks and internal controls, ensuring a holistic approach to risk governance across the Company.

35. Internal Control Systems and their Adequacy

In accordance with the provision of Section 134(5)(e) of the Companies Act, 2013 and as per the provisions of the SEBI (LODR) Regulations, 2015, the Company has an Internal Control System.

The Company has established an effective internal control system aligned with the nature and scale of its operations. The Audit Committee regularly reviews its adequacy and effectiveness. Based on the internal financial control framework and compliance systems in place, the Board believes these controls operated effectively throughout FY 2025-26.

In accordance with Section 134(5)(f) of the Act, the Company has implemented systems to ensure compliance with all applicable laws.

The Internal Audit function operates under a formally defined Audit Charter, with the Independent Internal Auditor reporting directly to the Audit Committee Chairman to maintain independence. An Annual Audit Plan, based on the Companys risk profile, is approved and monitored by the Audit Committee.

Audit findings are shared with process owners for corrective action, and key observations are reviewed by the Audit Committee. The Committee also holds periodic independent discussions with the Statutory Auditor and Management to evaluate the effectiveness of internal financial controls.

36. Whistle Blower/Vigil Mechanism

The Company has adopted a Vigil Mechanism as envisaged in the Act, the Rules prescribed thereunder, the Listing Regulations and is implemented through the Companys Whistle-Blower Policy.

The policy aims to ensure that genuine complainants can raise their concerns in full confidence, without any fear of retaliation or victimisation and also allows for anonymous reporting of complaints. and makes provision for direct access to the Chairman of the Audit Committee. A quarterly report on the whistle-blower complaints, is placed before the Audit Committee for its review.

The details of complaints

received/disposed/pending during the year ended March 31, 2026.

Particulars	Details
No. of Compiaints received in the year	Nii
No. of Compiaints disposed off during year	Nii
No. of cases pending as on March 31, 2026	Nii

The Vigil Mechanism/Whistiebiower Policy is available on the Companys website at https://shankarabuiidingproductsitd.com/wp-content/upioads/2024/06/Poiicy-on-Whistie-biower.pdf

37. Code of Conduct

The Company has estabiished a strong and effective framework to monitor compiiance with appiicabie iaws across the organization and to provide periodic updates to Senior Management and the Board. The Audit Committee and the Board of Directors reguiariy review the status of such compiiances.

A deciaration regarding compiiance with the code of conduct signed by the Companys Managing Director is pubiished in the Corporate Governance Report which forms part of the Annuai Report.

38. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company expects aii empioyees to uphoid the highest standards of professionaiism, integrity, and ethicai conduct. Compiiance expectations are communicated through various

channeis across the organization.

As an equai opportunity empioyer, the Company is committed to maintaining a workpiace free from harassment and inappropriate behaviour, fostering a cuiture of respect and dignity. It foiiows a zero-toierance approach to sexuai harassment and has impiemented a comprehensive poiicy in iine with the Sexuai Harassment of Women at Workpiace (Prevention, Prohibition and Redressai) Act, 2013. Reguiar awareness and training programs are conducted to ensure understanding and adherence to the poiicy, which is gender-inciusive and ensures confidentiaiity.

An Internai Committee has been constituted in accordance with the Act to address and resoive compiaints effectiveiy.

The foiiowing are the summary of the compiaints received and disposed off during FY 2026:

Particulars	Details
No of Compiaints of sexuai harassment received in the year	Nii
No of Compiaints disposed off during the year	Not Appiicabie
No of cases pending for more than ninety day	Not Appiicabie

39. Deposits from the Public

Your Company has not accepted any deposits from the pubiic during the year and there are no deposits which are remaining unciaimed or unpaid as at the end of the year and, as such, no amount of principai or interest was outstanding as on the date of the Baiance sheet.

40. Secretarial Compliance and Standards

The Companys structured compiiance framework is regularly monitored and updated in iine with evoiving iegai and reguiatory requirements. The Audit Committee and the Board of Directors periodicaiiy review the status of compiiance with applicable iaws.

During the year under review, the Company has compiied with the appiicabie provisions of the revised Secretariai Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

41. Disclosure requirements

As per SEBI Listing Reguiations, Corporate Governance Report with Auditors Certificate thereon and Management Discussion and Anaiysis are attached, which form part of this report.

42. Conservation of Energy, Research and Development, Technology Absorption, Foreign Exchange Earnings and outgo

The particulars relating to conservation of energy, technology absorption, research and development, foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given as Annexure VIII in the Boards Report. There was no Foreign Exchange inflow from our wholly owned subsidiary, Steel Network Holdings Pte Limited in Singapore to Shankara Building Products Limited to during the year. Further, The Steel Network Holdings Pte Limited has undergone winding up and has been liquidated with effect from December 26, 2025..

43. Reporting of frauds

There were no instances of frauds during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143 (12) of the Act and the rules made thereunder.

44. Significant and Material Orders passed by the Courts/Regulators

The National Company Law Tribunal, Bengaluru Bench, passed an order on August 21, 2025, approving the Scheme of Arrangement between Shankara Building Products Limited (Demerged Company) and Shankara Buildpro Limited (Resulting Company). A certified copy of the order was received on September 1, 2025.

Upon fulfillment of all conditions stipulated in the Scheme, including the filing of the aforesaid order with the Registrar of Companies, Karnataka, the Scheme became effective on September 9, 2025, being the effective date of the Scheme. With effect from the Appointed Date, the Trading Business of the Company (along with all assets and liabilities thereof) were transferred to SBL on a going concern basis.

45. Other disclosures

(i) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof : The Company has not made any one-time settlement for loans taken from the Banks or Financial institution.

(ii) There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the

year along with their status as at the end of the financial year.

(iii) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

(iv) The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

(v) There was not revision of financial statements and Board Reports

46. Reconciliation of Share Capital

The Share capital audit was carried out by a Practicing Company Secretary to reconcile the total equity share capital with NSDL and CDSL and the total issued and listed equity share capital issued by the Company for the year ended March 31, 2026.

47. Listing with Stock Exchanges

The equity shares of the Company are listed in the BSE Limited (scrip code: 540425) and in the National Stock Exchange of India Limited (scrip code: SHANKARA) and for the purpose of dematerialization of shares established a connectivity with the National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) with the International Securities Identification Number (ISIN) allotted under the Depository System is INE274V01019 through Kfin technologies Limited, our Registrar and Share Transfer Agent.

The Company has paid the Annual Listing Fees for the year 2025-26 and 2026-27 to the Exchanges where the Company shares are listed i. e, the National Stock Exchange of India Ltd (NSE) and BSE Ltd (BSE).

48. Compliance with the Maternity Benefit Act

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

49. Green Initiatives

The electronic copies of the Annual Report for FY 2025-26 and the Notice of the 31st Annual General Meeting is being sent to all Shareholders whose email addresses are registered with the Company / Depository Participants (DP).

For Members who have not registered their email addresses, a separate letter together with the Link of the Annual Report will be sent, separately.

To support the Green Initiative, Members who have not registered their email addresses are requested to register the same with their DP in case the shares are held by them in electronic form and with Registrar and Transfer Agent, in case the shares are held by them in physical form.

Acknowledgement

The Board places on record its thanks to the customers, vendors, investors, bankers, financial institutions, and aLL other stakeholders for their continued support during the year. The Board places on record its appreciation of the contribution made by the employees at aLL Levels as the Companys consistent growth.

For and on behalf of the Board of Directors

Place : Bengaluru	Sukumar Srinivas	C. Ravikumar
Date : May 5, 2026	Managing Director	Non-Executive Director
	DIN : 01668064	DIN : 01247347