Sharat Industries Ltd Directors Report

12. DETAILS OF SUBSIDIARIES AND ASSOCIATE COMPANIES:

United Aquatech Private Limited

United Aquatech Private Limited, an associate company based in Nellore, is a Special Purpose Vehicle (SPV) established for the development and operation of shrimp farms at designated project locations. Your Company holds 49% of its equity share capital.

During the year under review, United Aquatech Private Limited did not record any revenue. The company incurred a loss before tax of f 0.96 lakhs, as against a loss of Rs. 2.10 lakhs in the previous year.

Pursuant to section 129 (3) of the Act, the statement containing the salient features of the financial statements of the Companys associate is enclosed as Annexure- III of the Board Report.

13. STATUTORY AUDITORS:

M/s A. R Krishnan & Associates, Chartered Accountants (FRN: 009805S) were re-appointed as statutory auditors of the Company for a second term of five (5) consecutive years, to hold office from the conclusion of the 32nd Annual General Meeting held on 29th September 2022 till the conclusion of 37th Annual General meeting.

14. STATUTORY AUDITORSREPORT:

The Statutory Auditors report for the Financial Year 2025-2026 does not contain any qualification, reservation or adverse remark or disclaimer.

15. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

During the year under review, there were no changes in the composition of Board of Directors and Key Managerial Personnel of the Company.

Re-appointments

i. Pursuant to Recommendation of Nomination and Remuneration Committee, the Board of Directors in their meeting held on 02nd September 2025 recommended to the shareholders for the approval of the reappointment of Mr. Harihar Venkata Muthyam (DlN:08160011) as Independent Director of the Company for a second term of five consecutive years from 28th September 2025 to 27th September 2030. Subsequently, it was approved by the shareholder of the company by special resolution at the 35th Annual General Meeting held on 27th September 2025.

ii. Pursuant to Recommendation of Nomination and Remuneration Committee, the Board of Directors in their meeting held on 02^nd September 2025 recommended to the shareholders for the approval of the reappointment of Mr. Prasad Reddy Sabbella (DIN:00069094) as Managing Director of the Company for five consecutive years with effect from 01^s* April 2026 to 31^s* March 2031 (on the terms of remuneration for three years period from 01st April 2026 to 31^s* March 2029) Subsequently, it was approved by the shareholder of the company by special resolution at the 35^th Annual General Meeting held on 27^th September 2025.

iii. Pursuant to Recommendation of Nomination and Remuneration Committee, the Board of Directors in their meeting held on 02^nd September 2025 recommended to the shareholders for the approval of the reappointment of Mr. Sharat Reddy Sabbella (DIN:02929724) as Whole-Time Director of the Company for five consecutive years with effect from 01^s* April 2026 to 31^s* March 2031 (on the terms of remuneration for three years period from 01st April 2026 to 31^s* March 2029) Subsequently, it was approved by the shareholder of the company by special resolution at the 35^th Annual General Meeting held on 27^th September 2025.

Re-Appointment of Director Retiring by Rotation:

In terms of Section 152 of the Companies Act, 2013, Mr. Shanmugam P (DIN: 08877587) is liable to retire by rotation at the ensuing 40^th Annual General Meeting and being eligible, offers himself for re-appointment.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee has recommended the re-appointment of Mr. Shanmugam P (DIN: 08877587) as Director of the Company.

16. DECLARATION FROM INDEPENDENT DIRECTORS:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are independent of the management. The Board of Directors is of the opinion that the Independent Directors of your Company possess requisite qualifications, experience, expertise (including proficiency) and they hold the highest standards of integrity that enables them to discharge their duties as the Independent Directors of your Company. Further, in compliance with Rule 6(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014, all Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs.

17. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Separate meeting of Independent Directors was held on 10^th February 2026 to review the performance of the Non-Independent Directors and the Board as a whole, to review the performance of Chairperson of the Company and assess the quality, quantity and timeliness of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

18. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, to the best of their knowledge and ability, confirm that:-

a) in the preparation of the annual accounts for the financial year ended 31^s* March 2026 the applicable accounting standards read with requirements set out under Schedule III to the Act had been followed and there are no material departures from the same;

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 as at 31^s* March 2026 and of the profit of the Company for the year ended on that date;

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 adequate internal financial controls, which are adequate and are operating effectively;

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

19. NUMBER OF MEETINGS OF THE BOARD:

23. RISK MANAGEMENT:

The risk management is based on the clear understanding of the variety of risks that the organization faces, disciplined risk monitoring and measurement and continuous risk assessment and mitigation reserves.

24. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

a. Conservation of Energy

b. Technology Absorption:

25. FOREIGN EXCHANGE EARNINGS AND OUTGO:

During the year under review, the details of Foreign Exchange Earnings and outgo are as under:

26. CORPORATE SOCIAL RESPONSIBILITY(CSR):

In terms of Section 135 of the Companies Act 2013 read with CSR rules, your company during the year 20252026 spent Rs. 20.52 Lakhs being the two percent of the average net profit of your Company during the three preceding financial year in accordance with CSR policy of the Company.

Annual Report on CSR initiatives as required under the Companies (Corporate Social Responsibility Policy) Rules 2014, as amended (CSR Rules) is annexed as Annexure -I and forms part of this report.

27. CORPORATE GOVERNANCE:

In accordance with SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), a Compliance report on Corporate Governance as per Schedule V of the Listing Regulations, along with a Certificate of Compliance from the Practicing Company Secretary forms part of this report. ANNEXURE-VI

28. DEPOSITS

During the year under review, your Company has not invited or accepted any deposits from the public under Section 76 of the Companies Act, 2013 and Rules made there under.

29. MANAGERIAL REMUNERATION OF KEY MANAGERIAL PERSONNEL

The information required pursuant to Section 197 read with Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the statement of particulars Appointment and Remuneration of Key Managerial Personnel is forming part of this Report.

The remuneration paid to all Key Managerial Personnel was in accordance with remuneration policy adopted by the Company.

30. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 DETAILS OF LOANS:

During the year under review, the Company has not given any loan, guarantee or made Investment as per the provisions of Section 186 of the Companies Act 2013.

31. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All the related party transactions entered during the year were in ordinary course of business and on arms length basis.

There are no materially significant related party transactions that may have potential conflict with interest of the company at large.

The details of the related party transactions as per Indian Accounting Standards (Ind AS) - 24 are set out in the notes to the Financial Statements of the Company.

Form AOC-2 pursuant to Section 134 (2) (h) of the Companies Act, 2013 read with Rule 8 (2) of the Companies (Accounts) Rules, 2014 is set out the ANNEXURE - IV to the report.

32. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETING:

During the Financial Year 2025-2026 your company has complied with applicable Secretarial Standards, namely SS-1 & SS-2 issued by Company Secretaries of India.

33. ANNUAL SECRETARIAL COMPLIANCE REPORT

Annual Secretarial Compliance report for the Financial Year ended 31^s* March, 2026 on the compliance of all applicable SEBI regulation and circulars/guidelines, issued by M/s. BP & Associates, Practicing Company Secretaries, Chennai was submitted to BSE Limited.

34. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. BP & Associates Practicing Company Secretaries, (Firm Registration No: P2015TN040200) (Peer Review No:7014/2025) were appointed as the Secretarial Auditors by the members in the 35^th Annual General Meeting held on 27^th September 2025 for a term of up to 5 (Five) consecutive years, to hold office from the conclusion of the 35^th AGM till the conclusion of 39^th AGM of the Company to be held in the Calendar Year 2030.

The Secretarial Audit Report for the financial year ended 31st March 2026 issued in Form MR-3 pursuant to the Act is annexed to this Report as "Annexure - II". The said report does not contain any qualifications or observations.

35. INTERNAL AUDIT:

Pursuant to Section 138 of the Companies Act 2013 read with rule 13 of The Companies (Accounts) Rules, 2014 and all other applicable provisions (including any amendment thereto) if any of the Companies Act, 2013 and

as recommended by the audit committee M/s. P S S & Co, Chartered Accountants, Chennai were re-appointed as the Internal Auditors of the company for the Financial Year 2025-2026.

The audit conducted by the Internal Auditors is based on an internal audit plan, which is reviewed each quarter in consultation with the Audit Committee. These audits are based on risk-based methodology and inter alia involve the review of internal controls and governance processes, adherence to management policies and review of statutory compliances. The Internal Auditors share their findings on an ongoing basis during the financial year for corrective action. The Audit Committee oversees the work of Internal Auditors.

36. COST AUDIT:

The provisions of the Cost Audit are not applicable to the Company.

37. MANAGEMENT DISCUSSION AND ANALYSIS REPORT.

Management Discussion and Analysis Report of the company for the year under review as required under Regulation 17 of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015 is included in this report.

38. SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS/COURTS/TRIBUNAL

There are no significant and material order passed by the regulators or court or tribunal impacting the going concern status and the Companys operations in furture.

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

The Company has in place an Internal Complaints Committee (ICC) in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the financial year 2025-2026

• Number of Complaints Received : Nil

• Number of complaints disposed of: Nil

• Number of cases pending for more than 90 days : Nil

The Company is committed to providing a safe and respectful work environment for all its employees, and necessary awareness programs are conducted from time to time

40. COMPLIANCE UNDER MATERNITY BENEFIT ACT 1961

The Company has complied with the applicable provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the benefits as prescribed under the Act. The Company remains committed to supporting working mothers and promoting a gender-inclusive workplace.

41. MECHANISM FOR BOARD EVALUATION:

Regulation 17(10) of SEBI (LODR) Regulations, 2015 states that the Board shall monitor and review the Board evaluation framework. The Companies Act,2013 states that a formal Annual Evaluation needs to be made by the Board of its own performance and that of its committees and individual Directors.

Schedule IV of the Companies Act,2013 states that the performance evaluation of the Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Directors evaluation was broadly based on the parameters such as understanding of the Companys vision and objective, skills, knowledge and experience, participation and attendance in Board/Committee meetings; governance and contribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation of its own performance the Directors individually as well as evaluation of the working of its Board Committees. A structured questionnaire was prepared covering various spects of the Boards functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.

42. PREVENTION OF INSIDER TRADING:

43. PERSONNEL:

The relations between the management and the staff were very cordial throughout the year. Your Directors take this opportunity to record their appreciation for the co-operation and loyal services rendered by the employees.

44. GENERAL

Your directors state that no disclosure or reporting is required of the following matter as there were no transaction on these matters during the year under review:

• Issue of equity shares with differential rights as to divided, voting or otherwise.

• Issue of shares to employees of the Company under any scheme.

• No instance of fraud reported by the Auditors under section 143 (12) of the Act.

• There are no proceedings pending under the Insolvency and Bankruptcy code, 2016.

• There was no instance of one-time settlement with any Banks or financial institution.

45. ACKNOWLEDGEMENTS:

Your Directors gratefully acknowledge with thanks the constructive guidance and co-operation extended by MPEDA, Axis Bank Limited and Government of Andhra Pradesh, Tamil Nadu and also to employees at all levels, suppliers, dealers and customers for their strong support.

Your Directors also thank the shareholders for their continued confidence and trust placed by them with the Company.