Shilp Gravures Ltd Directors Report

Dear Members,

The Board of Directors are pleased to present the Companys 33rd Annual Report on business and operations, together with the audited financial statements (standalone as well as consolidated) for the financial year ended 31st March, 2026.

1. FINANCIAL PERFORMANCE: -

The financial performance of your Company for the Financial Year ended 31st March, 2026 is summarized below:

( in Lacs)

Particulars	Standalone		Consolidated
	Financial Year ended 31st March, 2026	Financial Year ended 31st March, 2025	Financial Year ended 31st March, 2026	Financial Year ended 31st March, 2025
Revenue from Operations	8838.00	8261.09	9787.45	9151.55
Other Income	287.18	362.61	240.34	317.69
Total Revenue	9125.18	8623.70	10027.29	9469.24
Operating expenses	7365.78	7574.12	8325.86	8436.02
Depreciation and Amortisation expenses	515.46	506.82	554.23	548.08
Finance Cost	25.71	28.24	31.90	36.56
Total Expenditure	7906.95	8109.18	8911.99	9020.66
Profit before Exceptional Item & Tax	1218.23	514.52	1115.80	448.58
Less: Exceptional Item (Refer Note no. 55 - Statutory impact of new labour codes)	252.16	-	252.16	-
Tax Expense
Current tax	237.20	91.94	237.20	91.94
Excess provision for tax relating to prior years	-	(3.33)	-	(3.33)
Deferred tax	(67.00)	5.10	(73.22)	(11.32)
Profit for the year	795.87	420.81	699.66	371.29
Other Comprehensive Income (net of tax)	6.89	(20.84)	10.83	(25.50)
Total Comprehensive Income	802.76	339.97	710.49	345.79
Opening Balance of Retained Earning	7996.26	7724.44	7847.37	7630.73
Amount available for appropriation	8799.02	8125.41	8557.86	7976.52
Appropriations:
Transfer to General Reserves	-	-	-	-
Dividend on Equity Shares	129.15	129.15	129.15	129.15
Tax on Dividend	-	-	-	-
Balance Carried to Balance Sheet	8669.87	7996.26	8428.71	7847.37

2. REVIEW OF OPERATIONS:

On a consolidated basis, the revenue from operations for FY 2025-26 was 9787.45 Lacs, increased by 6.95% over the previous years revenue of 9151.55 lacs. The Profit after tax ("PAT") for FY 2025-26 was 699.66 Lacs over the previous years Profit after tax ("PAT") of 371.21 lacs, increased by 88.48%. On a standalone basis, the revenue from operations for FY 2025-26 was 8838.00 Lacs, higher by 6.98% over the previous years revenue of 8261.09 Lacs in FY 2025-26. The Profit after tax ("PAT") was 795.87 Lacs over the previous years Profit after tax ("PAT") of 420.81 Lacs, increased by 89.13%.

3. DIVIDEND:

The Board of Directors has recommended a payment of dividend at a rate of 2.10/- (21%) per equity share for the year ended March 31, 2026, on the face value of 10/- per share on 61,49,800 Equity Shares, subject to the approval of the Members at the 33rd Annual General Meeting ("AGM"). The Final Dividend on equity shares, if approved by the members, would involve a cash outflow of 129.14 Lacs.

4. TRANSFER TO RESERVES:

Your Company does not propose to transfer any amount from the current years profits to the General Reserve. (Previous year NIL)

5. PUBLIC DEPOSITS:

The Company has not accepted any deposits falling under the ambit of Section 73 of the Companies Act, 2013 (the Act) and the Rules framed thereunder during the year under review.

6. SHARE CAPITAL:

The Paid-up Equity Share Capital of the Company as on 31st March, 2026 stands at 6,14,98,000/- i.e.,61,49,800 Equity Shares of 10 each.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are given in the Notes to the Financial Statements.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Act read with Rule 8 of the Companies (Accounts) Rules, 2014 is attached to this report as Annexure - A.

9. CORPORATE GOVERNANCE:

During the year under review, the Company complied with the provisions relating to corporate governance as provided under the Listing Regulations. The compliance report together with a certificate from the Companys auditors confirming the compliance is provided in the Separate Report on Corporate Governance, which forms part of the Annual Report.

10. MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report for the year under review, is presented in a separate section, forming part of the Annual Report. Certain statement of the said report may be forward looking. Many factors may affect the actual results, which could be different from what the directors envisage in terms of performance and outlook.

11. LISTING OF SHARES:

The Equity Shares of the Company are listed on the BSE Limited (BSE) with scrip code No. 513709. The Company confirms that the annual listing fees to stock exchanges for the financial year 2025-26 have been paid.

12. DIRECTORS & KEY MANAGERIAL PERSONNEL:

12.1. Director liable to Retire by Rotation

In accordance with the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. Kishor Doshi (DIN: 07846262) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible, offer himself for re-appointment. The Board recommends his appointment as Director of the Company retiring by rotation.

Brief resume and other details of the Director(s) being appointed/re-appointed at the ensuing AGM as stipulated under Secretarial Standard-2 issued by the Institute of Company Secretaries of India and Regulation 36 of the SEBI (LODR) Regulations, is separately disclosed in the Notice of the 33rd Annual General Meeting of the Company.

12.2. Declaration by Independent Directors

The Companys Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and there has been no change in the circumstances, which may affect their status as Independent Director during the year. Also, your Company has received annual declarations from all the Independent Directors of the Company confirming that they have already registered their names with the data bank maintained by the Indian Institute of Corporate Affairs ["IICA"] as prescribed by the Ministry of Corporate Affairs. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of manufacturing, finance, strategy, auditing, tax and risk advisory services; and they hold high standards of integrity.

The Independent Directors met on March 26, 2026, without the attendance of Non-Independent Directors and members of the Management.

12.3 Key Managerial Personnel

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of the Act:

1. Mr. Ambar Patel - Managing Director

2. Mr. Roshan Shah - Chief Executive Officer

3. Mr. Rajendra Gandhi - Chief Financial Officer

4. Mr. Harsh Hirpara - Company Secretary (up to September 10, 2025)

5. Mr. Jay Chavda - Company Secretary (w.e.f. November 04,2025)

Subsequent to the close of the financial year, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Pranav Bhalara (DIN:03299470) and Mr. Kishor Doshi (DIN: 07846262) as Whole-Time Director of the Company for a period of five years with effect from May 23,2026 subject to the approval of the Members. The appointment of Mr. Pranav Bhalara (DIN:03299470) and Mr. Kishor Doshi (DIN: 07846262) as Whole-Time Director was subsequently approved by the Members of the Company.

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13. DIRECTORS RESPONSIBILITY STATEMENT:

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

a) that in the preparation of the annual financial statements for the year ended March 31, 2026, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2026, and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual accounts have been prepared on a going concern basis;

e) that the internal financial controls followed by the Company are adequate and has been operating effectively; and

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

14. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES:

During the year, Five (5) Board Meetings were convened and held, the details of which are given in the Report on Corporate Governance, which forms part of the Annual Report. The Company has the three (3) Board-level Committees viz Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, which have been established in compliance with the requirements of the relevant provisions of applicable laws and statutes.

The Committee meetings were held during the year, including Audit Committee four (4) and Stakeholders Relationship Committee (2) and Nomination and Remuneration Committee (2) during the year. The details with respect to the composition, terms of reference, number of meetings held, etc. of the Board and Committees are included in the Report on Corporate Governance, which forms part of the Annual Report. The intervening gap between the meetings was within the period prescribed under the provisions of Section 173 of the Act and SEBI (LODR) Regulations.

15. SUBSIDIARY COMPANIES / ASSOCIATE COMPANIES / JOINT VENTURE:

The Company has a Wholly Owned Subsidiary in the name of "Etone India Private Limited" (hereinafter referred as WOS) and same was a material subsidiary of the Company, as per Listing Regulations. The Secretarial Audit Report of material subsidiary is also annexed to this annual report as per regulation 24A of the Listing Regulations. Pursuant to the provisions of Section 129 (3) of the Act, a statement containing the salient features of financial statements of the Companys subsidiary in Form AOC-1 is given in Annexure-B.

The Company is in compliance with Regulation 24 of the Listing Regulations. The Policy of material subsidiary has been uploaded on the Companys website and can be accessed at https://www.shilpgravures.com/Investorsrelations/policies.

The Company does not have any Associate or Joint Venture within the meaning of Section 2(6) of Companies Act, 2013 ("ACT").

16. CONSOLIDATED FINANCIAL STATEMENT:

The Consolidated Financial Statements of your Company prepared in accordance with the provisions of the Companies Act, 2013, SEBI (Listing obligations and Disclosure Requirement) Regulations 2015 and applicable Accounting Standards prescribed under section 133 of the Companies Act, 2013 form part of this annual report. The audited Consolidated Financial Statements together with the Auditors Report thereon form part of the Annual Report.

Further, pursuant to the provisions of Section 136 of the Companies Act, 2013 the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiary, are available on the website of the company. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

17. WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Company has adopted a whistle blower policy and has established the necessary vigil mechanism for employees and directors to report concerns about unethical behavior. No person has been denied access to the Audit Committee. During the year under review, there was no case of whistle blowing. The provisions of this policy are in line with the provisions of Section 177(9) of the Companies Act, 2013 and as per the Regulation 22 read with Regulation 4(d)(iv) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has formulated whistle blower policy which is available on Companys website at https://www. shilpgravures.com/Investorsrelation/policies.

18. CORPORATE SOCIAL RESPONSIBILITY:

As per Section 135 of the Companies Act, 2013, CSR provisions apply only to companies meeting prescribed financial thresholds. For FY 2024- 25, Shilp Gravures Limited did not meet the criteria, and therefore statutory CSR obligations are not applicable for FY 2025-26.

19. NOMINATION AND REMUNERATION POLICY:

To comply with the provisions of Section 178 of the Act and Rules made thereunder and Regulation 19 of SEBI (Listing obligations and Disclosure Requirement) Regulations 2015, the Companys Remuneration Policy for Directors, Key Managerial Personnel (KMP),

Senior Management and other Employees of the Company is uploaded on website of the Company and can be accessed at https:// www.shilpgravures.com/Investorsrelations/policies. The Policy includes, inter alia, the criteria for appointment and remuneration of Directors, KMPs, Senior Management Personnel and other employees of the Company.

20. FORMAL ANNUAL EVALUATION:

To comply with the provisions of Section 134(3)(p) of the Act and Rules made thereunder and Regulation 17(10) of SEBI (Listing obligations and Disclosure Requirement) Regulations 2015, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The manner in which the annual performance evaluation has been carried out is explained in the Corporate Governance Report which forms part of this report.

21. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the draft of the Annual Return of the Company for the financial year March 31, 2026 is uploaded on the website of the Company and can be accessed at https://www.shilpgravures.com/investorsrelations/financials/annualreturn.

22. RELATED PARTY TRANSACTIONS:

The Company has a well-defined process of identification of related parties and transactions with related parties, its approval and review process. The Policy on Related Party Transactions as formulated by the Audit Committee and the Board is hosted on the Companys website at https://www.shilpgravures.com/Investorsrelations/policies. As required under Regulation 23 of the Listing Regulations, the Audit Committee has defined the material modification and has been included in the said Policy.

All contracts, arrangements and transactions entered by the Company with related parties during FY 2025-26 (including any material modification thereof), were in the ordinary course of business and on an arms length basis and were carried out with prior approval of the Audit Committee. All related party transactions that were approved by the Audit Committee were periodically reported to the Audit Committee. Prior approval of the Audit Committee was obtained periodically for the transactions which were planned and/or repetitive in nature and omnibus approvals were also taken as per the policy laid down for unforeseen transactions.

None of the contracts, arrangements and transactions with related parties, required approval of the Board/Shareholders under Section 188(1) of the Act and Regulation 23(4) of the Listing Regulations.

None of the transactions with related parties falls under the scope of Section 188(1) of the Act. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form AOC-2 does not apply to the Company for FY 2025-26 and hence the same is not provided. The details of the transactions with related parties during FY 2025-26 are provided in the accompanying financial statements.

23. INTERNAL FINANCIAL CONTROLS:

The Companys internal financial controls are commensurate with the scale and complexity of its operations. The Directors had laid down internal financial controls to be followed by your Company and such policies and procedures adopted by your Company for ensuring the orderly and efficient conduct of its business, including adherence to your Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The Audit Committee evaluates the internal financial control system periodically. The Statutory Auditors have provided their report on internal financial control which is annexed hereafter.

24. RISK MANAGEMENT:

The Risk Management Committee as per Regulation 21(5) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company as the Company does not fall under top 1000 listed Companies on the basis of market capitalization. However, your Company has an elaborate Risk Management procedure covering Business Risk, Operational Controls Assessment etc. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuous basis from time to time by the Board of Directors.

25. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility Report as per Regulation 34(2)(f) of the SEBI (LODR) Regulations, 2015 is not applicable to the Company as the Company does not fall under top 1000 listed Companies on the basis of market capitalization.

26. DIVIDEND DISTRIBUTION POLICY:

Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, top 1000 listed entities based on market capitalization are required to formulate a Dividend Distribution Policy. Accordingly, your Company is not required to formulate the Dividend Distribution Policy.

27. INDIAN ACCOUNTING STANDARDS (IND AS):

The Company has followed the relevant Accounting Standards notified by the Companies (Indian Accounting Standards) Rules, 2015 while preparing Financial Statements.

28. COMPLIANCE WITH SECRETARIAL STANDARDS ON THE BOARD AND GENERAL MEETING:

The Board of Directors affirms that the Company has complied with the applicable Secretarial Standards (SS) issued by the ICSI (SS1 and SS2), respectively relating to Meetings of the Board and its Committees.

29. TRANSFER OF EQUITY SHARES UNPAID/UNCLAIMED DIVIDEND TO THE INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

In line with the statutory requirements, the Company has transferred to the credit of the Investor Education and Protection Fund set up by the Government of India, equity shares in respect of which dividend had remained unpaid/unclaimed for a period of seven consecutive years within the timelines laid down by the Ministry of Corporate Affairs. Unpaid/unclaimed dividend for seven years or more has also been transferred to the IEPF pursuant to the requirements under the Act.

The details are available on Companys website at https://www.shilpgravures.com/investorsrelations/shareholderinformation.

30. EQUAL OPPORTUNITY EMPLOYER:

The Company is an equal opportunity provider and continuously strives to build a work culture which promotes the respect and dignity of all employees across the Organization. In order to provide women employees a safe working environment at workplace and also in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated a well-defined policy on prevention, prohibition and redressal of complaints relating to sexual harassment of women at the workplace. No complaints pertaining to sexual harassment of women employees from any of the Companys locations were received during the year ended March 31, 2026.

31. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197 of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in separate annexure forming part of this Report as Annexure-C.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

33. CHANGE IN NATURE OF BUSINESS:

There has been no change in the nature of business of the Company during the financial year 2025-26.

34. COST RECORDS:

The Company has duly prepared and maintained the cost records of the business activities carried out by the Company during the financial year 2025-26 as required pursuant to the provisions of Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014. However, the appointment of Cost Auditor for undertaking audit of the cost records of the company is not applicable to your Company.

35. AUDITORS:

35.1 Statutory Auditors:

At the thirtieth AGM held on 26th August, 2023 the Members approved appointment of M/s. Shah & Shah Associates, Chartered Accountants (Firm Registration No-113742W), as Statutory Auditors of the Company to hold office for a period of five years from the conclusion of that AGM till the conclusion of the thirty-fifth (35th) AGM. The requirement to place the matter relating to appointment of auditors for ratification by Members at every AGM has been done away by the Companies (Amendment) Act, 2017 with effect from May 7, 2018. Accordingly, no resolution is being proposed for ratification of appointment of statutory auditors at the ensuing AGM and a note in respect of same has been included in the Notice for this AGM. There has been no qualification, reservation or adverse remark or disclaimer in their Report. The Auditors Report is enclosed with the financial statements in this Annual Report.

35.2 Secretarial Auditors:

In terms of Regulation 24A of the Listing Regulations and Section 204 of the Act, read with other applicable provisions, if any, the Company is required to appoint Secretarial Auditors for a period of 5 (five) years commencing from FY 2025-26, to conduct the Secretarial Audit of the Company.

Based on the recommendation of the Audit Committee and the Board of Directors, the Members of the Company at its 32nd Annual General Meeting of the Company, approved the appointment of Mr. Nirav Vekariya, Practicing Company Secretary (FCS.:11660, CP No. 17709) as the Secretarial Auditor of the Company for a period of 5 (five) years, commencing from the FY 2025-26 up to the FY 2029-30 to conduct the Secretarial Audit of the Company.

The Secretarial Audit Report for financial year 2025-26 in Form MR-3 is annexed, which forms part of this report, as Annexure-D. The following observations has been made by the secretarial auditor:

It was observed that, Form DIR 12 for appointment of Executive Director and Resignation of Company Secretary and Form MGT-14 for Resolutions passed at Annual General Meetings and Appointment of Company Secretary was filed beyond prescribed time limits with additional fees.

Reply by the Board of Directors:

The Company has noted the remarks regarding delay in filing of three forms with the Registrar of Companies. The delay was due to inadvertent procedural and administrative reasons, and the requisite filings have been completed along with applicable additional fees. The Company has strengthened its compliance monitoring mechanism to avoid recurrence of such instances.

There were no other qualifications, reservation or adverse remarks given by the Secretarial Auditor of the Company in the Secretarial Audit Report of the Company.

35.3 Internal Auditors:

The Board of Directors appointed M/s. K. J. Patel & Associates, Chartered Accountants, as Internal Auditors of the Company for the F. Y. 2025-26.

35.4 Reporting of frauds by auditors:

During the year under review, neither the statutory auditors nor the secretarial auditor have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

36. Proceedings Pending under the Insolvency and Bankruptcy Code ("IBC")

There is no such proceeding or appeal pending under Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year and at the end of the financial year even upto the date of this report.

37. 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

No such instance of One-time settlement or valuation was done while taking or discharging loans from the Banks/ Financial institutions occurred during the year.

38. INSURANCE:

All the insurable interests of the Company including Inventories, Buildings, Plant & Machinery and Liabilities under legislative enactments are adequately insured.

39. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961 & SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

During the FY 2025-26 the Company has complied with the applicable provisions of the Maternity Benefit Act, 1961, including relating to maternity leave and other benefits to women employees.

The Company is also committed to providing a safe and conducive work environment and has complied with the provisions relating to prevention, prohibition and redressal of sexual harassment at workplace. The details of the compliances under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are provided in the Corporate Governance Report, which forms part of this Annual Report.

40. ACKNOWLEDGMENTS:

Your Company has maintained healthy, cordial and harmonious relations at all levels throughout the year. Your Companys organizational culture upholds professionalism, integrity and continuous improvement across all functions, as well as efficient utilization of the Companys resources for sustainable and profitable growth.

Your Directors wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your directors also wish to place on record their appreciation for the valuable co-operation and support received from various Government Authorities, Banks / Financial Institutions and other stakeholders such as members, customers and suppliers, among others. Your directors also commend the continuing commitment and dedication of employees at all levels, which has been vital for the Companys success. Your directors look forward to their continued support in future.

	For and on behalf of the Board of Directors of Shilp Gravures Limited
Place : Rakanpur	Ambar Patel	Jayantilal Jhalavadia
Date : 6th August, 2026	(Managing Director)	(Director)
	(DIN: 00050042)	(DIN: 01754051)