Shine Fashions India Ltd Directors Report

To

The Members,

Shine Fashions (India) Limited,

Mumbai, Maharashtra

Your directors have pleasure in presenting the Seventh Annual Report and Audited Statement of accounts of your Company for the financial year ended on the 31st day of March, 2026.

1. FINANCIAL RESULTS

(Rs. In Crores)

Particulars	For the FY 2025-26	For the FY 2024-25
Revenue from Operations	99.33	80.46
Other Income	0.40	0.07
Total Income	99.73	80.52
Profit before Depreciation, Financial Expenses and Taxation	12.53	9.37
Depreciation &Amortization	0.02	0.02
Financial Expenses	0.83	0.03
Profit before Taxation	11.68	9.32
Less:- Exceptional Items	7.55	-
Less: Provision for Taxation (current & deferred)	1.04	2.35
Profit after Taxation	3.09	6.97

2. PERFORMANCE OF THE COMPANY

During the financial year 2025-26, the Company continued to maintain a steady performance and witnessed a significant improvement in its overall operating performance as compared to the previous financial year. The Revenue from Operations of the Company increased to Rs. 99.33 Crores during FY 2025-26 as against Rs. 80.46 Crores during FY 2024-25, registering an increase of approximately 23.46%. The increase in revenue reflects the growth in the Companys business operations during the year.

The Profit before Taxation stood at Rs.11.68 crores as compared to Rs. 9.32 Crores in the previous financial year, reflecting an improvement of approximately 25.33%. However, due to some Exceptional Items, the Profit after Tax declined from Rs.6.97 Crores to Rs. 3.09 Crores, representing a decrease of approximately 55.67%.

The Companys performance during the year was achieved notwithstanding the continued volatility in the global economic and geopolitical environment. During FY 2025-26, geopolitical tensions and armed conflicts in various parts of the world, including the continuing Russia-Ukraine conflict and heightened tensions in West Asia, affected global trade, commodity prices, energy markets, shipping routes and freight costs.

Particular attention is drawn to the West Asia conflict and the disruption in the Strait of Hormuz, which intensified towards the latter part of FY 2025-26. The Strait of Hormuz is a critical international maritime route for the movement of crude oil, natural gas and other commodities. The disruption and uncertainty surrounding the route resulted in volatility in crude oil prices, higher freight and insurance costs, longer transit times and increased uncertainty in international supply chains. India, being substantially dependent on imports of crude oil and other commodities, was particularly exposed to these global developments.

The geopolitical developments also resulted in increased shipping and war-risk insurance costs and disruption or diversion of certain international shipping routes. These developments had the potential to increase logistics costs and affect the delivery schedules and overall cost structure of businesses having international supply-chain exposure.

However, the Company remained focused on its core business operations and continued to monitor the evolving geopolitical and economic environment closely. Based on the information and assessment available to the management, the geopolitical developments and disruption in the Strait of Hormuz did not have any material adverse impact on the Companys operations during FY 2025-26. The Company continued to manage its operations and business requirements prudently and remained focused on maintaining operational efficiency and sustainable growth.

The management remains cautiously optimistic about the Companys future prospects and will continue to monitor global economic conditions, commodity prices, freight rates, foreign exchange movements and geopolitical developments, and take appropriate measures, wherever required, to mitigate any potential adverse impact on the Companys business and operations.

3. CHANGE IN NATURE OF BUSINESS AND CAPITAL STRUCTURE

a) Change in Nature of Business

There was no change in the nature of business of the Company during the Financial Year 2025-26. The Company continued to carry on its existing business activities during the year under review.

b) Change in Capital Structure

During the Financial Year 2025-26, the following changes took place in the capital structure of the Company:

1. Increase in Authorised Share Capital

The Authorised Share Capital of the Company was increased from Rs. 5,00,00,000/- (Rupees Five Crores Only), comprising 1,00,00,000 (One Crore) Equity Shares of Rs. 5/- (Rupees Five Only) each, to Rs. 13,50,00,000/- (Rupees Thirteen Crores Fifty Lakhs Only), comprising 2,70,00,000 (Two Crores Seventy Lakhs) Equity Shares of Rs. 5/- (Rupees Five Only) each.

2. Preferential Issue and Conversion of Convertible Warrants

Pursuant to the preferential issue of convertible warrants, the Company allotted equity shares upon conversion of warrants at an issue price of Rs. 207/- per Equity Share, comprising face value of Rs. 5/- and securities premium of Rs. 202/- per Equity Share. The relevant allotments made during the FY 2025-26 are as follows:

i. On 6th May, 2025, the Board of Directors allotted 21,000 Equity Shares pursuant to the conversion of warrants under the Third Tranche of the preferential issue. The Equity Shares were issued at an issue price of Rs. 207/- per Equity Share, including a premium of Rs. 202/- per Equity Share. The Company thereafter obtained the requisite listing and trading approval from the Stock Exchange.

ii. On 6th June, 2025, the Board of Directors allotted 70,000 Equity Shares pursuant to the conversion of warrants under the Fourth Tranche of the preferential issue at an issue price of Rs. 207/- per Equity Share, including a premium of Rs. 202/- per Equity Share. The Company thereafter obtained the requisite listing and trading approval from the Stock Exchange.

iii. On 29th October, 2025, the Board of Directors allotted 65,000 Equity Shares pursuant to the conversion of warrants under the Fifth Tranche of the preferential issue at an issue price of Rs. 207/- per Equity Share, including a premium of Rs. 202/- per Equity Share. The Company thereafter obtained the requisite listing and trading approval from the Stock Exchange.

3. Issue and Allotment of Bonus Shares

The Company had approved the issue of Bonus Equity Shares in the proportion of 7:1, i.e., 7 (Seven) fully paid-up Equity Shares of Rs. 5/- each for every 1 (One) existing fully paid-up Equity Share of Rs. 5/- each, to the eligible shareholders whose names appeared in the Register of Members as on the record date fixed for the purpose, i.e., 25 July 2025, in the Annual General Meeting held on 11.07.2025.

Accordingly, on 17.07.2025, the Company duly received In-principal approval from the Exchange for issue and proposed allotment of upto 2,35,06,000 bonus equity shares of t 5/- each in the ratio 7:1.

Further, on 28th July, 2025, out of 2,35,06,000 no. of shares, the Company allotted 2,16,93,000 (Two Crores Sixteen Lakhs Ninety-Three Thousand) fully paid-up Bonus Equity Shares of Rs. 5/- each to the eligible shareholders in the aforesaid ratio of 7:1, and remaining 18,13,000 no. of Bonus Equity Shares had been kept reserved for the holders of outstanding convertible warrants as on the aforesaid record date, in accordance with the terms of the preferential issue.

4. Release of Reserved Bonus Shares pursuant to Conversion of Warrants

Consequent upon the conversion of outstanding convertible warrants into Equity Shares, the Company subsequently released the Bonus Equity Shares which had been kept reserved for the respective warrant holders, as detailed below:

i. On 21st January 2026, the Company approved the release of 4,55,000 fully paid-up Bonus Equity Shares of Rs. 5/- each in the proportion of 7:1 to Mr. Anil Zaverchand Mehta, pursuant to the exercise of his right to convert 65,000 outstanding warrants. The Company has duly applied for the requisite listing and trading approval from the Stock Exchange. The trading approval in respect of the said Equity Shares is currently under process.

ii. On 6th March, 2026, the Company allotted 70,000 Equity Shares of Rs. 5/- each upon conversion of warrants at an issue price of Rs. 207/- per Equity Share, including a premium of Rs. 202/- per Equity Share, to the respective allottees belonging to the Promoter Category. Consequent upon such conversion, the Company released 4,90,000 Bonus Equity Shares which had been kept reserved for the respective warrant holder(s), in the ratio of 7:1. The Company has duly applied for the requisite listing and trading approval from the Stock Exchange. The trading approval in respect of the said Equity Shares is currently under process.

iii. On 10th March, 2026, the Company allotted 1,24,000 Equity Shares of Rs. 5/- each upon conversion of warrants at an issue price of Rs. 207/- per Equity Share, including a premium of Rs. 202/- per Equity Share, to the respective allottees belonging to the Promoter Category. Consequent upon such conversion, the Company released 8,68,000 Bonus Equity Shares which had been kept reserved for the respective warrant holder(s), in the ratio of 7:1. The Company has duly applied for the requisite listing and trading approval from the Stock Exchange. The trading approval in respect of the said Equity Shares is currently under process.

Except for the changes in the Authorised Share Capital, issue of Bonus Shares and allotment of Equity Shares pursuant to conversion of convertible warrants and release of reserved Bonus Equity Shares, as stated above, there was no other change in the capital structure of the Company during the year under review or subsequent thereto up to the date of this Report.

4. TRANSFER TO RESERVES

During the year under review, the Company does not propose to transfer any amount to the General Reserve for the FY 2025-26.

5. DIVIDEND

Your Directors, at their meeting held on 06.05.2025, had recommended a dividend of Rs.0.125/- (12.50 paise) per equity share of the face value of Rs.5/- each, fully paid-up, for the Financial Year 2024-25. The said dividend was duly approved by the Members at the Annual General Meeting of the Company held on 11.07.2025.

For the Financial Year 2025-26, your Directors do not recommend any dividend for approval of the Members.

6. TRANSFER OF AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND

During the year under review, Company was not required to transfer any amount in Investor Education and Protection Fund account.

7. SUBSIDIARY COMPANIES, JOINT VENTURES AND ASSOCIATE COMPANIES

Your Company has One Subsidiary Company, namely M/s Shinetex Industries Private Limited as on 31st March, 2026. A report on the performance and financial position of subsidiary Company as per the Act is provided in the consolidated financial statements. The particulars of the Subsidiary Company have been given under Form AOC- 1, as per Annexure-“A”.

8. CONSOLIDATED FINANCIAL STATEMENTS

The audited consolidated financial statements for the financial year ended on March 31st, 2026, based on the financial statements received from Subsidiary Company, as approved by their respective Board of Directors, have been prepared in accordance with Accounting Standard 21 on Consolidated Financial Statements, as notified under the Companies Act, 2013, read with the applicable Accounting Standards Rules.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT

No material changes or commitments affecting the financial position of the Company have occurred between the end of the Financial Year 2025-26 to which the financial statements relate and the date of this Report. Further, no event has occurred during the said period which would have a significant impact on the operations or financial position of the Company.

10. PARTICULARS OF LOAN, GUARANTEE AND INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given as follows:

Particulars	Name of entity	Amount as on 31.03.2025 (in Rs.)	DETAILS
Investments(Equity Shares)	M/s Shinetex Industries Private Limited	50,010/-	Nature of Investment-Non-Current Investment Type of Securities- Equity Shares Percentage Share-holding (direct)- 50.01%
Loans	M/s Shinetex Industries Private Limited	1,36,22,797/-	Nature of Loan- Unsecured Short term Loan to subsidiary Company) Purpose- For Working Capital of the Company Rate of Interest- NIL Repayment terms- To be repaid by 31.03.2027
		17,32,500/-	Nature of Loan- Unsecured Long term Loan to subsidiary Company) Purpose- For Working Capital of the Company Rate of Interest- NIL Repayment terms- To be repaid by 31.03.2027
Guarantees			NIL
Securities

11. PARTICULARS OF RELATED PARTIES TRANSACTIONS UNDER SECTION 188 OF THE COMPANIES ACT, 2013:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Details of the transactions are provided in Form AOC-2 which is attached as "Annexure-B” to this Report.

12. BOARD MEETINGS HELD DURING THE YEAR:

During the year under review, the Board of Directors of Company met 10 (Ten) times. The details of the Board Meetings and the attendance of the directors are provided in below table. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

S.No.	Date of Board Meeting	Boards Strength	No. of Directors Present
1.	06.05.2025	6	5
2.	06.06.2025	6	5
3.	28.07.2025	7	7
4.	29.10.2025	7	7
5.	14.11.2025	7	7
6.	01.12.2025	7	7
7.	08.01.2026	7	7
8.	21.01.2026	7	7
9.	06.03.2026	7	7
10.	10.03.2026	7	7

13. DIRECTORS AND KMP :

During the Financial Year under review and up to the date of this Report, the following changes took place in the composition of the Board of Directors of the Company:

i. Mr. Anil Zaverchand Mehta, Director of the Company, was designated as Non-Executive Chairman of the Company with effect from 06.05.2025.

ii. Mrs. Nikita Dunagrshi Mange (DIN: 08712794) was re-appointed as Independent Directors of the Company for a further term of five consecutive years with effect from 02.03.2025.

iii. Mrs. Nikita Nikhil Rathod (DIN: 08728821) was re-appointed as Independent Directors of the Company for a further term of five consecutive years with effect from 20.03.2025.

iv. Ms. Labdhi Manish Vora (DIN: 11155224) was appointed as an Independent Director of the Company for a term of five consecutive years with effect from 11.07.2025, in place of Mr. Priyank Ramesh Doshi, whose tenure as an Independent Director of the Company was completed on 01.03.2025.

v. Appointment of Mrs. Binal Anish Mehta (DIN-11155223) as Whole-time Director of the Company for a term of five years w.e.f. 11.07.2025.

Retirement by Rotation

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Binal Anish Mehta (DIN: 11155223) retires by rotation at the ensuing Annual General Meeting and, being eligible, has offered herself for re-appointment. The Board recommends her re-appointment.

Except for the changes mentioned above, there was no other change in the composition of the Board of Directors of the Company during the year under review and up to the date of this Report. The Board continued to provide effective leadership and oversight in guiding the strategic direction and affairs of the Company, thereby ensuring continuity, stability and sound corporate governance.

14. DECLARATION BY INDEPENDENT DIRECTORS UNDER SUB SECTION (6) OF SECTION 149 OF THE COMPANIES ACT, 2013

Independent Directors have declared that they meet the criteria of Independence in terms of Section 149(6) of the Companies Act, 2013 and that there is no change in their status of Independence.

CODE OF CONDUCT OF INDEPENDENT DIRECTORS

Independent Directors are the persons who are not related with the company in any manner. A code of conduct is required for them for their unbiased comments regarding the working of the company. They will follow the code while imparting in any activity of the company. The policy deals with the code of conduct of the Independent Directors, their duties and responsibilities towards the company, is available at the website shinefashions.in

15. PERFORMANCE EVALUATION OF BOARD AND DIRECTORS

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, a structured questionnaire was prepared after taking into consideration various aspects of the Boards functioning, composition of the Board and its Committees, Culture, execution and performance of the specific duties obligations and governance.

The Performance of the Committees and Independent Directors were evaluated by the entire board of Directors except for the Director being evaluated. The Performance evaluation of the Chairman, Non-Independent Directors and Board as a Whole was carried out by the Independent Directors. The board of Directors expressed their Satisfaction with the outcome of evaluation and the process followed thereof.

16. AUDITORS

STATUTORY AUDITORS

On 11.07.2025, the companys Auditors M/s Gada Chheda & Co. LLP, Chartered Accountants, Mumbai (FRN- W100059) were appointed as the Statutory Auditors of the company for five consecutive financial years commencing from FY 2025-26 to FY 2029-30.

They have confirmed their eligibility under section 141 of the Companies Act 2013 and the rules framed there under for appointment as Auditors of company.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments and explanations. The Auditors Report does not contain any qualification, reservation or adverse remark. No instances of fraud have been reported by the Statutory Auditors of the Company under Section 143(12) of the Companies Act, 2013.

INTERNAL AUDITOR

In accordance with provision of section 138 of the companies act, 2013 and rules made there under, your company has re-appointed M/s H.M. Sheth & Associates, Chartered Accountants as an internal auditor of the company for the FY 2025-26 and takes their suggestions and recommendation to improve and strengthen the internal control system.

The Internal Audit Report so provided by the internal auditor is placed before the Audit Committee and the Committee reviewed the same on frequent intervals.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s JPS & Associates, Practicing Company Secretaries Firm, Jaipur as Secretarial Auditors of the Company for five consecutive financial years commencing from FY 2025-26 to FY 2029-30.

The Secretarial Audit Report for the Financial Year ended on March 31st, 2026 is annexed herewith as Annexure- C. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark except the following:

S.No. Observation	Boards Reply
1. Non-compliance with Regulation 295(1) of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018: The Company did not implement the Bonus Issue, including commencement of trading of the Bonus Equity Shares, within the prescribed period of two months from the date of the meeting of the Board of Directors approving the Bonus Issue. The Company made a delay of 24 days.	The Company had approved the issue of Bonus Equity Shares in the prescribed ratio. However, due to procedural and regulatory formalities involved in obtaining listing and trading approvals from the Stock Exchange(s), the commencement of trading of the Bonus Equity Shares could not be completed within the prescribed period. The Company has taken necessary steps to complete the requisite formalities and obtain the necessary approvals from the Stock Exchange(s). The Company has also paid the penalty levied by the Stock Exchange(s) in respect of the said delay.
2. Non-compliance with SEBI Circular No. SEBI/HO/CFD/PoD- 2/P/CIR/2023/00094 dated June 21, 2023: The Company did not make the application for trading approval to the Stock Exchange(s) within the prescribed time period from the date of grant of listing approval in respect of 4,55,000 (Four Lakh Fifty-Five Thousand) released reserved Bonus Equity Shares, as prescribed under the aforesaid SEBI Circular. The trading approval in respect of the said shares is still under process.	The Company had released the Bonus Equity Shares which were earlier kept reserved for the holders of outstanding convertible warrants. However, the application for trading approval in respect of the said shares could not be made within the prescribed timeline under the applicable SEBI Circular due to procedural and administrative delays caused by Depositories in completing the Corporate Action. The Company has subsequently taken necessary steps for obtaining the corporate action and already applied for the requisite trading approval. The Company has applied for waiver of penalty and the matter is presently under process with the Stock Exchange.

COST AUDITORS

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended, the provisions relating to conduct of cost audit is not applicable to the Company, as it is engaged solely in trading activities.

17. DETAILS OF FRAUD REPORTED BY THE AUDITORS

During the year under review, the Statutory Auditors, Secretarial Auditors and Internal Auditors have not reported any instances of fraud committed in the Company by its officers or employees to the Audit Committee under section 143(12) and Rule 13 of the Companies (Audit and Auditors) Rules, 2014 of the Companies Act, 2013.

18. COMPLIANCE WITH SECRETARIAL STANDARD

During the year under Report, the Company has complied with the applicable provisions of Secretarial Standards as issued and notified by The Institute of Company Secretaries of India and approved by the Central Government.

19. WHISTLE BLOWER POLICY/VIGIL MECHANISM

Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Board of Directors had approved the Policy on Vigil Mechanism/ Whistle Blower. This Policy inter-alia provides a direct access to the Chairman of the Audit Committee.

Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year. Copy of such adopted policy is available on company website shinefashions.in.

20. RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks.

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

Your Company has always believed in providing a safe and harassment free workplace for every individual working in companys premises through various interventions and practices. The Company always endeavors to create and provide an environment for all its employees that is free from discrimination and harassment including sexual harassment.

The Company has constituted an internal Complaint Committee under the act in compliance with The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013to address and prevent instances of harassment in the workplace.

The composition of the Internal Committee is as follows:

1. Mrs. Binal Anish Mehta (Presiding Officer)

2. Mrs. Purvi Anil Sanghvi (Member)

3. Ms. Dharmi (Member)

4. Mrs. Forum Priyank Doshi (External Member)

The Company has submitted its Annual POSH Report to the District Office, Mumbai, in compliance with statutory requirements.

Further, during the period under review, the Company had not received any complaints on sexual harassment under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the status is as follows:

Number of cases pending as on the beginning of the financial year	NIL
Number of complaints filed during the financial year	NIL
Number of complaints disposed of during the financial year	NIL
Number of complaints pending as on end of the financial year	NIL

The Committee has 2 meeting during the year under review, whose details are as follows:

S.No.	Date of Meeting	Committees Strength	No. of Members Present
1	31.05.2025	4	4
2)	01.12.2025	4	4

22. WEBLINK FOR ANNUAL RETURN

As required under Section 92(3) read with section 134(3)(a) of the Companies Act 2013 read with rule 12 of the Companies (Management and Administration) Rules, 2014 including amendments thereunder, the Annual Return for the Financial Year 2025-26 will be available on the web-link of the Company at shinefashions.in in the due course of time after Annual General Meeting.

23. PERFORMANCE EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners:

1. The performance of the board was evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

2. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

3. The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

4. In addition, the chairman was also evaluated on the key aspects of his role.

Separate meeting of independent directors was held to evaluate the performance of non-independent directors, performance of the board as a whole and performance of the chairman, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated. Details of Meeting are as follows:-

S.No. Date of Meeting Committees Strength No. of Members Present

1) 10.03.2026

24. DEPOSITS

During the year under review, your Company did not accept or renewed any deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 and there remains no unpaid or unclaimed deposit with the Company at the end of financial year.

However, the company accepted unsecured loans from its directors and in accordance with the provisions of the rule 2(1)(c)(viii) of Companies (Acceptance of Deposits) Rules, 2014, details of the same is as follows:-

				(in Crores)
S. No. Name of Director	Opening Balance as on 01.04.2025	Addition during the Year	Repaid during the Year	Closing Balance as on 31.03.2026
1. Mr. Anish Anil Mehta	0	1.28 Crores	0	1.28 Crores

25. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUCY

The company has internal control systems which are adequate in the opinion of board of directors. The company has a proper system of internal controls to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and those transactions are authorized recorded and reported correctly.

The internal control system is supplemented by an extensive program of internal and external audits and periodic review by the management. This system is designed to adequately ensure that financial and other records are reliable for preparing financial information and other data and for maintaining accountability of assets.

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

The Company is a trading unit; therefore there are no details of conservation of energy and technology absorption. However, your company imports the goods due to which there is outgo of Foreign Exchange.

A statement depicting details of conservation of energy, technology absorption, foreign exchange earnings and outgo in the manner as prescribed In Rule 8(3) of The Companies (Accounts) Rules, 2014 [Chapter IX] is annexed hereto and forms part of this Report as Annexure-D.

27. PARTICULARS OF EMPLOYEES

A Statement providing Information required under section 197(12) of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is annexed hereto and forms part of this Report as Annexure- E.

28. MANAGEMENT DISCUSSION AND ANALYSIS

The Management discussion & analysis report forming part of this report is annexed herewith and marked as Annexure- F.

29. DIRECTORS RESPONSIBILITY STATEMENT

As required under section 134(5) of the Companies Act, the directors hereby confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(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 or loss of the company for the year ;

(iii) the directors have 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.

(iv) the directors have prepared the annual accounts on a going concern basis.

(v) the directors have devised proper system to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.

30. MAINTENANCE OF COST RECORD

Since the company is not falling under prescribed class of Companies, our Company is not required to maintain cost records.

31. AUDIT COMMITTEE

The Company has formed an audit committee as designed under section 177 of the Companies Act, 2013, of which the following directors are members:

1. Mr. Priyank Ramesh Doshi, Chairman

2. Ms. Nikita Dungarshi Mange, Member

3. Mrs. Nikita NikhilRathod, Member

4. Mrs. Purvi Anil Sanghvi, Member

However, w.e.f. 28.07.2025, the committee was re-constituted as follows:-

1. Ms. Labdhi Manish Vora, Chairperson

2. Ms. Nikita Dungarshi Mange, Member

3. Mrs. Nikita NikhilRathod, Member

4. Mrs. Purvi Anil Sanghvi, Member

The Committee has 9 meetings during the year under review, whose details are as follows:-

S.No.	Date of Board Meeting	Boards Strength	No. of Directors Present
1.	06.05.2025	4	3
2.	06.06.2025	4	3
3.	29.10.2025	4	4
4.	14.11.2025	4	4
5.	01.12.2025	4	4
6.	08.01.2026	4	4
7.	21.01.2026	4	4
8.	06.03.2026	4	4
9.	10.03.2026	4	4

Ms. Purvi Anil Sanghvi attended the meetings as the Secretary of the Committee. The terms of reference of the Audit Committee are broadly as follows:

a) To review compliance with internal control systems;

b) To review the findings of the Internal Auditor relating to various functions of the Company;

c) To hold periodic discussions with the Statutory Auditors and Internal Auditors of the Company concerning the accounts of the Company, internal control systems, scope of audit and observations of the Auditors/Internal Auditors;

d) To review the financial results of the Company before submission to the Board;

e) To make recommendations to the Board on any matter relating to the financial management of the Company, including Statutory & Internal Audit Reports;

f) Recommending the appointment of cost auditors and statutory auditors and fixation of their remuneration;

g) Review of Cost Audit Report;

h) Reviewing the Companys financial and risk management policies;

i) To review compliance related with whistle blower mechanism.

32. NOMINATION AND REMUNERATION COMMITTEE

The Company has formed a remuneration committee as designed under section 178 of the Companies Act, 2013, of which the following directors are members:

1. Mr. Priyank Ramesh Doshi, Chairman

2. Mrs. Nikita Dungarshi Mange, Member

3. Mrs. Nikita NikhilRathod, Member

4. Mrs. Purvi Anil Sanghvi, Member

However, w.e.f. 28.07.2025, the committee was re-constituted as follows:-

1. Mrs. Labdhi Manish Vora, Chairperson

2. Mrs. Nikita Dungarshi Mange, Member

3. Mrs. Nikita NikhilRathod, Member

4. Mrs. Purvi Anil Sanghvi, Member

The Committee has 3 meeting during the year under review.

S.No.	Date of Board Meeting	Boards Strength	No. of Directors Present
1.	06.05.2025	4	3
2.	06.06.2025	4	3
3.	21.01.2026	4	4

Ms. Purvi Anil Sanghvi attended the meetings as the Secretary of the Committee.

The broad terms of reference of the Nomination and Remuneration Committee are as follows:

a) Review the performance of the Managing Director and the Whole-time Directors, after considering the Companys performance.

b) Recommend to the Board remuneration including salary, perquisites and commission to be paid to the Companys Managing Director and Whole-time Directors.

c) Finalise the perquisites package of the Managing Director and Whole-time Directors within the overall ceiling fixed by the Board.

d) Recommend to the Board, retirement benefits to be paid to the Managing Director and Whole-time Directors under the Retirement Benefit Guidelines adopted by the Board.

e) Recommend to the Board, annual evaluation of performance of Managing Director, Executive Director, Non Executive Directors and Key Managerial Personnel.

33. STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has formed a stakeholders relationship committee as designed under section 178 of the Companies Act, 2013, of which the following directors are members:

1. Mrs. Purvi Anil Sanghvi, Chairperson

2. Mr. Priyank Ramesh Doshi, Member

3. Ms. Nikita Dungarshi Mange, Member

4. Mrs. Nikita NikhilRathod, Member

However, w.e.f. 28.07.2025, the committee was re-constituted as follows:-

1. Mrs. Purvi Anil Sanghvi, Chairperson

2. Ms. Labdhi Manish Vora, Member

3. Ms. Nikita Dungarshi Mange, Member

4. Mrs. Nikita NikhilRathod, Member

The Committee has 1 meeting during the year under review.

S.No.	Date of Board Meeting	Boards Strength	No. of Directors Present
1.	06.05.2025	4	3

The broad terms of reference of the stakeholders relationship committee are as follows:

a) Consider and resolve the grievances of security holders.

b) Consider and approve issue of share certificates, transfer and transmission of securities, etc.

c) Review activities with regard to the Health Safety and Sustainability initiatives of the Company

34. CSR POLICY AND AMOUNT SPENT THEREON

In compliance with the Companies Act, 2013, the companys Net Profit before Tax in the financial year 20252026 triggered the CSR limits provided under section 135 of the companies Act, 2013, prompting the company to duly constituted Corporate Social Responsibility Committee (CSR Committee) for conducting CSR activities, the composition of which is as follows:

1. Mr. Anil Zaverchand Mehta, Chairman

2. Mrs. Nikita Dungarshi Mange, Member

3. Mrs. Nikita Nikhil Rathod, Member

The broad terms of reference of the CSR Committee are as follows:

a) Formulating and recommending to the Board the CSR Policy and activities to be undertaken by the Company in compliance with provisions of the Companies Act, 2013 and the rules there under;

b) Recommending the amount of expenditure to be incurred on CSR activities of the Company;

c) Overseeing the implementation of CSR activities and projects;

d) Evaluating performance of the Company in the area of CSR;

e) Monitoring implementation of CSR policy of the Company from time to time;

f) Carry out any other function as directed by the Board and/or mandated by any statutory authority through any notification, amendment or modification from time to time.

The CSR Committee met two times during the Financial Year 2025-26.

S.No.	Date of Board Meeting	Boards Strength	No. of Directors Present
1.	06.05.2025	3	3
2.	10.03.2026	3	3

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-G of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

35. REGISTRAR & SHARE TRANSFER AGENTS

The Company has appointed Cameo Corporate Services Limited as its Registrar & Share Transfer Agent, whose content details are as follows:-

CAMEO CORPORATE SERVICES LIMITED

Subramanian Building,

No.1, Club House Road,

Chennai - 600 002

Email-Id- investor@cameoindia.com Mobile- +91- 98922 35816

36. CORPORATE GOVERNANCE

The Corporate Governance requirements as stipulated under the of SEBI (LODR) Regulations, 2015 is not applicable to the company; however, the Company adheres to good corporate practices at all times.

37. CODE OF CONDUCT FOR PROHIBITION OF INSIDER TRADING

The Board of Directors has adopted the Insider Trading Policy in accordance with the requirement of the Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys shares.

The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for the prevention of Insider Trading is in place

38. CODE OF CONDUCT OF BOARD OF DIRECTORS & SENIOR MANAGEMENT

Certain code of conduct is required from the senior management including the Board of Directors of the Company; they have to be abiding by the rules and laws applicable on the company for the good governance and business ethics. It describes their responsibility and accountability towards the company. Policy of the company relating to this is available for the access at the website shinefashions.in

39. DETERMINATION OF MATERIALITY OF INFORMATION & EVENTS

The Listed Entity is always required to be committed to being open and transparent with all stakeholders and in disseminating information in a fair and timely manner. Investors of the entity also expect timely and accurate information from the company as its supports and foster confidence in the quality and integrity of information released by the Company. So under this policy, the management of the company determines the material events of the company and disclose them for their investors.

Under this policy company may decide all those events and information which is material and important and is compulsory to be disclosed for the investors about the company, policy related to this is availab le at the website shinefashions.in

40. CFO CERTIFICATION

As part of our commitment to financial integrity and transparency, the Chief Financial Officer (CFO) certifies that the financial statements presented in this report fairly represent the financial position, results of operations, and cash flows of the company in accordance with applicable accounting standards and regulatory requirements. Further, the CFO affirms that the company maintains adequate internal control systems to safeguard assets, ensure the accuracy of financial reporting, and comply with applicable laws and regulations. The CFO confirms that the company has complied with all relevant legal and regulatory requirements governing financial reporting, including disclosure obligations and transparency standards. The CFO certifies that the information provided in this report, including financial data and disclosures, is accurate and complete to the best of their knowledge and belief.

The certification provided by the Chief Financial Officer underscores our commitment to upholding the highest standards of financial governance and transparency. Stakeholders can rely on the integrity and accuracy of the financial information presented in this report.

Additionally, CFO certification adds credibility to the financial information presented in the board report and reassures stakeholders about the accuracy and reliability of the companys financial reporting. The CFO certification is attached as Annexure H for stakeholders reference.

41. PRESERVATION OF DOCUMENTS

The Corporate records need to be kept at the places and manner defined under the Act. The Company accordingly has policy in this regard.

42. COMPLIANCE TO THE PROVISIONS RELATING TO THE MATERNITY BENEFITS ACT, 1961

The Company has not received any Maternity Benefit applications from its female employees during the FY 202526; therefore, no maternity leave has been recorded.

43. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

During FY 2025-26, the Company did not appoint or re-appoint any Independent Directors. Nonetheless, the existing Independent Directors have continued to uphold the highest standards of personal integrity and ethical conduct. They collectively possess a strong blend of qualifications, domain-specific expertise, and substantial corporate experience.

In the opinion of the Board, they have demonstrated the highest standards of personal integrity and ethical conduct. They bring a robust combination of qualifications, professional expertise, and domain-specific experience, fully meeting the proficiency requirements under Section 150(1) of the Companies Act, 2013. The Board is confident that their skills and independent perspective will significantly enhance the Boards oversight, strategic guidance, and governance quality.

44. COMPANYS POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Company has in place a Nomination and Remuneration Policy with respect to appointment and remuneration of Directors, Key Managerial Personnel and Senior Management Personnel. The appointment/re- appointment of Directors on the Board is subject to the recommendation of the Nomination and Remuneration Committee (NRC). Based on the recommendation of the NRC, the remuneration of Executive Director is proposed in accordance with the provisions of the Act which comprises of basic salary, perquisites, allowances and commission for approval of the members. Further, based on the recommendation of the Board the remuneration of Non-Executive Directors comprising of sitting fees and commission in accordance with the provisions of Act is proposed for the approval of the members.

The Nomination and Remuneration Policy including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided u/s 178(3) of the Act is available on Companys website and accessible through weblink shinefashions.in

45. ARCHIVAL POLICY

This policy deals with the retention and archival of the corporate record, these records are prepared by the employees of the company under this policy any material information relating to the company shall be hosted on the website of the company for the investors and public and remain there for period of five year.Policy related to this is available at the website shinefashions.in

46. DETAILS OF APPLICATION/ PROCEEDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the Year FY 2025-26, the company has neither made any application nor initiated any proceedings under the Insolvency and Bankruptcy Code, 2016.

47. 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

Not Applicable, as there are no 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.

Your Company and its Directors take this opportunity to record their appreciation of the assistance and support extended by all the Government Departments, Banks, Financial Institutions, Consultants and Shareholders of the company. The Directors also express their sincere appreciation for the dedicated efforts put in by all the employees & workers and for their continued contribution for the improved performance of your company during the year.

		For and on behalf of the Board
		FOR SHINE FASHIONS (INDIA) LIMITED
	SD/-	SD/-
	ANISH ANIL MEHTA	BINAL ANISH MEHTA
PLACE: MUMBAI	(MANAGING DIRECTOR)	(WHOLE TIME DIRECTOR CUM CFO)
DATE: 04.09.2026	DIN-08560153	DIN-11155223