Shervani Industrial Syndicate Ltd Directors Report

Dear Members,

Your Directors take pleasure in presenting the 78th Annual Report together with the Audited Financial Statements for the year ended on 31st March, 2026.

FINANCIAL RESULTS

Particulars	(Rs. in Lakhs)
Total Revenue	2265
Profit before Depreciation	372
Depreciation	125
Profit after Depreciation before tax	247
Tax Expense	316
Profit after Tax	(69)
Other Comprehensive Income	52
Total Comprehensive Income	(17)

DIVIDEND

The Board of Directors have recommended Dividend of 25% on the Ordinary and Deferred shares which respectively is Rs. 2.50/- and Rs. 6.25/- on each share of the Company for the financial year ended on March 31,2026.

OPERATION REVIEW

During the year under review, the Company continued to make satisfactory progress across its ongoing real estate, healthcare and hospitality projects, in line with its strategy of creating sustainable assets and expanding its presence in diversified business segments.

The construction work of the Group Housing Project, “Victory Towers”, is progressing broadly in accordance with the implementation schedule envisaged for the project. The Management remains focused on overcoming operational and other challenges that may arise during the course of execution, with a view to continuing the Companys track record of timely delivery of projects.

Timely delivery, without compromising on the quality of construction, continues to remain one of the key priorities of the Company. The Company lays strong emphasis on adherence to robust construction standards and quality parameters at every stage of project execution. The Management believes that such commitment to quality and timely delivery plays an important role in strengthening customer confidence, enhancing the goodwill of the Company and creating favourable conditions for the marketing of its existing and future projects.

As Members have been informed through previous Annual Reports, the Company is also pursuing its hospital project with a view to providing high-quality medical services to the public. Construction activities relating to the hospital project are progressing simultaneously with the Companys other ongoing projects. The Management continues to closely monitor the progress of the project with a view to developing a modern healthcare facility capable of providing quality medical services.

The Company is pleased to inform the Members that the Prayagraj Development Authority has sanctioned another Group Housing Project together with a Commercial Centre proposed to be developed within the premises of “Shervani Legacy”. The Group Housing Project named as “Unity Tower”, is a multi-storied residential apartment consist of 130 three-bedroom (3BHK) residential units. The project is intended to further strengthen the residential offerings within Shervani Legacy and cater to the evolving requirements of prospective homebuyers. Alongside Unity Tower, the Company also proposes to develop a commercial centre under the name “The Point”, consisting of shops and office spaces. The commercial centre is envisaged primarily to cater to the day-to-day commercial and service requirements of the residents of Shervani Legacy Township, which will impact the overall development of the township. The Company is in the process of taking necessary steps for registration of the project with the Uttar Pradesh Real Estate Regulatory Authority (UPRERA) in accordance with the applicable provisions of the Real Estate (Regulation and Development) Act, 2016 and the rules and regulations framed thereunder. Booking of residential units and commercial spaces in the project shall commence only after obtaining the requisite registration under UPRERA.

Members have also been apprised in previous Annual Reports about the Companys initiative to develop a rural eco-tourism destination at Tehsil Koraon, District Prayagraj. The project envisages development of a holiday resort offering a range of recreational and hospitality facilities, including accommodation, fishing facilities, a full-service restaurant, recreational activities, indoor games and other amenities aimed at providing visitors with a distinctive leisure experience in a natural and rural environment. Construction activities at the project site are progressing satisfactorily, particularly considering its location and the logistical challenges associated with executing a project at a considerable distance from the main city. The location of the project presents certain challenges in relation to logistics, availability and mobilisation of resources and execution of construction activities. The Management is taking appropriate measures to address these challenges and remains confident of progressively overcoming them as the project advances. The Company believes that, upon completion, the project has the potential to contribute towards promoting rural and eco-tourism in the region while also diversifying the Companys business activities into the hospitality and leisure segment.

MANAGEMENT DISCUSSION AND ANALYSIS

A. Business Overview, Industry Structure and

Development

The Company continues to operate primarily in the real estate development sector with a focus on the development of its ongoing residential project and commercial facilities. In addition, the Company is pursuing opportunities in the healthcare and hospitality sectors by constructing a multi-

speciality hospital and a rural eco-tourism project. These initiatives are intended to diversify the Companys business portfolio.

The Indian real estate sector continued to witness steady demand during the year, particularly in the residential segment. At the same time, the sector remained subject to various challenges, including fluctuations in the prices of construction materials, higher financing costs, regulatory compliance requirements, availability of skilled manpower and evolving market conditions. Project execution also continues to be influenced by statutory approvals, infrastructure development and other external factors beyond the control of developers.

Against this backdrop, the Company continued to focus on the execution of its ongoing projects while maintaining emphasis on quality construction, regulatory compliance and financial management.

The Company remains committed to the orderly execution of its projects while maintaining financial discipline, complying with all applicable statutory and regulatory requirements, and adapting its business strategies in response to changing market conditions. The Management believes that a measured and disciplined approach to project execution will continue to support the Companys long-term growth objectives, although the pace of development will remain dependent on prevailing economic conditions, market demand, regulatory approvals and other external factors.

B. Outlook on Opportunities, Threats, Risks and Concerns

The real estate industry continues to offer long-term growth opportunities, supported by urbanisation, increasing demand for quality housing and infrastructure development. However, like other sectors of the economy, it remains exposed to various business risks and uncertainties arising from domestic and global economic developments.

The Companys operations are influenced by several macroeconomic factors, including inflationary trends, fluctuations in interest rates, changes in Government policies, availability and cost of finance, regulatory developments and volatility in the prices of key construction inputs such as steel, cement and other building materials. These factors are largely beyond the control of the Company and have a bearing on project execution timelines, construction costs and operating margins.

The continuing geopolitical tensions and conflict in the Middle East have added further uncertainty to global supply chains. The resultant increase in energy prices, escalation in the prices of metals and other construction materials, together with intermittent shortages and delays in the availability of building materials, have exerted upward pressure on project costs across the real estate sector. Any increase in fuel prices also has a cascading effect on transportation, logistics and overall construction costs.

The Government and financial institutions have, from time to time, introduced measures to support the housing sector through policy initiatives and improved access to housing finance. Such measures are expected to provide some support to housing demand however; the overall business environment continues to be influenced by prevailing economic and geopolitical conditions. To mitigate the impact of these challenges, the Company continues to focus on project planning, efficient procurement practices, effective inventory management and optimum utilisation of manpower and construction resources. The Management regularly reviews project execution schedules and cost- control measures with the objective of minimising the impact of market volatility on ongoing projects.

The Company has, over the years, established a reputation for maintaining quality standards and honouring its commitments to customers. The goodwill and customer confidence earned through the successful execution of its earlier projects continue to support the Companys business.

C. Subsidiary Company

The Company is wholly owned subsidiary namely M/s Farco Foods Private Limited engaged in the business of manufacturing biscuits on a job work basis on behalf of M/s Surya Foods and Agro Limited under the brand name Priya Gold. During the year under review the subsidiary company produced 5128 MT of biscuits but incurred a loss of Rs 4 Lacs. The loss was incurred due to lower volume of job work

i.e. underutilisation of capacity. The management is negotiating with the principals to increase volume as well as rate to eliminate the losses. However, the progress of these discussions has so far not been encouraging and there remains uncertainty as to their favourable conclusion. In view of the prevailing operational situation, the management is also evaluating alternate business opportunities for better utilisation of the manufacturing facilities.

D. Internal Financial Controls

The Company has an adequate system of internal control to ensure compliance with policies and procedures commensurate with the size and scale of operations. The internal audit work has been assigned to an independent firm of Chartered Accountant which evaluates the efficiency and adequacy of internal control systems. The internal audit reports and recommendations are reviewed by the Audit Committee of the Board.

E. Development in Human Resource and Industrial Relations

The Company maintains a very cordial relationship with its employees. They whole-heartedly support the management in all its activities and endeavors.

F. Research and Development

In view of the nature of business activities of the Company there is little scope for research and development work. The company is making all efforts to reduce costs by maintaining standards that benefit the consumers.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to Corporate Governance requirements set out by SEBI. The Company has complied with all mandatory requirements of Corporate Governance. A separate report on governance practices followed by the Company in compliance of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on Corporate Governance along with a Certificate of Compliance from the Statutory Auditors is attached with the said separate report which forms integral part of this Directors Report.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 read with Rules thereunder and provisions of section 134(3)(a) of the Act, the Annual Return of the Company is available on www.shervaniind.com.

BOARD MEETINGS

The calendar of Meetings is prepared and circulated in advance to the Directors. During the year four (4) Board Meetings were convened and details of same are given in the Corporate Governance Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 (3) of the Companies Act, 2013, the Directors state that;

(i) in the preparation of the Annual Accounts, the applicable Indian accounting standards have been followed;

(ii) 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 the end of the financial year and of the profit and loss of the Company for that period;

(iii) 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;

(iv) the Directors had prepared the Annual Accounts on a going concern basis:

(v) 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; and

(vi) 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.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

NOMINATION & REMUNERATION

The Board on the recommendation of the Nomination & Remuneration Committee, make the appointment of Directors, senior management and fix their remuneration. Key Managerial Personnel are appointed by the Board after consideration of their qualification and exposure to required fields. The details are stated in the Corporate Governance Report.

RELATED PARTY TRANSACTIONS

To provide transparency in management and ensure compliance with the provisions of various laws, the Audit Committee has provided guidelines to the Directors/Board. The guidelines inter alia provide for identification, manner of dealing, conduct and documentation of such transactions as per the provisions of the Companies Act and other applicable rules and regulations.

All related party transactions that were entered in to during the financial year were in the ordinary course of business and are disclosed at Note No. 36 attached to the standalone balance sheet.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

There is nothing to report about the conservation of energy and technology absorption during the year. There is no foreign exchange earning and outgo.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of section 135 of the Companies Act, 2013, a committee of Board of Directors has been formed and the member of the Committee are:

Ms. Aradhika Chopra Mr. Saleem Iqbal Shervani Mr. Mustafa Rashid Shervani BOARD EVALUATION

The Board carries out annual evaluation of its own performance, of the Directors individually as well of the working of its various Committees. The key areas for evaluation are the quality of deliberations and contribution towards performance and guidance to management. The Board of Directors expressed their satisfaction with the evaluation process.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the financial year under review, the Company suffered an irreparable loss due to the sad demise of Mr.

Sadiq Husain Siddiqui, Whole-time Director, in November, 2025.

The Board of Directors places on record its deep appreciation for the invaluable guidance, dedicated services and significant contribution rendered by Late Sadiq Husain Siddiqui during his long association with the Company. (The Directors and employees convey their heartfelt condolences to the bereaved family and pray for the eternal peace of his soul.)

During the year under review, Mrs. Sheila Singh, Independent Director of the Company, resigned from the Directorship of the Company due to health issues. The Board places on record its sincere appreciation for her valuable guidance, support and contribution during her tenure as an Independent Director of the Company.

The Board has taken note of the aforesaid cessation(s) and the necessary disclosures and filings under the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been made.

Upon recommendation by the Board, the members of the Company approved the appointment of Dr. Tarana Husain Khan (DIN: 11115143) as Independent Director of the Company in the Annual General Meeting held during the reporting financial year.

Pursuant to provisions of section 203 of the Companies Act, 2013 the Key Managerial Personnel of the Company are Mr. Mustafa Rashid Shervani, Managing Director, Mr. Tahir Hasan, Chief Financial Officer and Mr. Shrawan Kumar Shukla, Company Secretary.

The Directors recommend all the resolutions placed before the Members relating to Directors for their approval.

STATUTORY AUDITORS

Pursuant to provisions of the Companies Act, 2013 and the Companies (Audit & Auditors) Rules, 2014, M/s P. L. Tandon, Chartered Accountants has been appointed for the term of 5 (Five) consecutive years from the conclusion of 74th Annual General Meeting till the conclusion of 79th Annual General Meeting to undertake the Statutory Audit of the Company.

The Auditors Report on the Standalone & Consolidated financial statements of the Company for the year ended March 31, 2026 forms part of this Annual Report. The Auditors Report does not contain any qualifications, reservations, adverse remarks or disclaimer. Notes to the Financial Statements are self-explanatory and do not call for any further comments.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company has appointed M/s Siddiqui & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of Secretarial Audit for the year 2025-26 is annexed herewith as Annexure - B and forms integral part of this Report.

CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

Pursuant to regulation 34(3) and Schedule V, Para C, clause (10) (i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, certificate regarding Non-Disqualification of Director, issued by M/s Siddiqui & Associates, Company Secretaries is annexed herewith as Annexure- C and forms integral part of this Report.

INTERNAL AUDITOR

The Board appointed M/s Rajeev Prem & Associates, Chartered Accountants, as the Internal Auditor of the Company pursuant to the provisions of Section 138 of the Companies Act, 2013 and rules made thereunder. The Internal Auditor shall carry out the internal audit of the functions and activities of the Company and submit their reports to the Audit Committee/Board, as applicable. The scope, functioning, periodicity and methodology of the internal audit shall be as determined by the Board/Audit Committee from time to time.

COST AUDITORS

Pursuant to the provisions of section 148 and all other applicable provisions, if any, of the Companies Act, 2013 (“Act”) and the Companies (Audit & Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), M/s Shishir Jaiswal & Co., Cost Accountants (Firm Registration No. 102450) has been appointed as Cost Auditors and the Company is maintaining cost records as per the provision of “Act”.

DEPOSITS

The Company has not accepted or renewed any deposit during the year falling within the ambit of Section 73 of the Companies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014 accordingly no amount was outstanding as on the date of Balance Sheet.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the section 129(3) of the Companies Act, 2013 and the Indian Accounting Standard Ind AS-27 on consolidated financial statement(s), your Company has prepared the consolidated financial statements and annexed to this report. A Statement in form AOC-1 containing salient features of the financial statements of the subsidiary and associate companies are attached as Annexure-D.

DISCLOSURE UNDER RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014.

None of the employee of the Company was in receipt of total remuneration of Rs. 60,00,000/- per annum or Rs. 5,00,000/- per month during the financial year under review.

Disclosure required under section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration) Rules, 2014 have been annexed as Annexure E.

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

The Company has in place the Prevention of Sexual Harassment Policy (known as “POSH”) in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. Till date the company has not received any complaint there under.

COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

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

UNCLAIMED DIVIDEND

Pursuant to the provisions of section 124(5) of the Companies Act, 2013, unclaimed dividend for the financial year 2018-19, has been transferred to the I EPF Authority.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The details of loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

AUDIT COMMITTEE

The Company has an Audit Committee and details of the constitution and terms of reference are set out in the Corporate Governance Report.

VIGIL MECHANISM

Pursuant to the provisions of the section 177 of the Companies Act, 2013 the Company has adopted Vigil Mechanism Policy which also incorporates a whistle blower policy. Adequate safeguards are provided against victimization to those who avail the mechanism and access to the Chairman of the Audit Committee while reporting about unethical practices, malpractice and non-compliance of policies.

LISTING WITH STOCK EXCHANGE

The Equity shares of the Company are listed on Bombay Stock Exchange Limited. Further details are set out in the Corporate Governance Report.

REPORTING OF FRAUD

The Auditor of the Company has not reported any fraud to Audit Committee as stipulated under the second proviso of section 143(12) of the Companies Act, 2013.

INDUSTRIAL RELATIONS

Industrial relations remained cordial during the period under review.

ACKNOWLEDGEMENTS

Your Directors wish to convey their deep sense of appreciation for the continued support, and co-operation extended by banks, Central and State Governments and all other stakeholders. The Directors also wish to place on record their sincere appreciation for the commitment and enthusiasm of the employees for the Company.

For and on behalf of the Board of Directors
Shervani Industrial Syndicate Limited
Mustafa Rashid Shervani	Saleem I. Shervani
Managing Director	Chairman
DIN :02379954	DIN : 00023909
Place : Prayagraj
Date : August 06, 2026