Shish Industries Ltd Directors Report

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of Shish Industries Limited ("the Company"), along with the audited financial statements, for the financial year ended March 31, 2025.

BUSINESS OVERVIEW

Shish was established in the year 2012, to provide the industry with innovative State of the art manufacturing solutions in protective packaging Domain. The Companys expertise has led us to produce designs right from the concept stage to development there by helping to achieve leadership as wholly integrated unit. The Company is known for its groundbreaking innovations and quality products in Industrial Packaging, Thermal Insulation, PP/PE Woven Fabric & Consumer products. The Company strive towards all-round growth, so it not only grows bigger but also stronger together. The Company see further growth opportunities ahead by innovating with customers in new markets; seeing Globe as its Market and never hesitate to accept a business opportunity overseas. The Companys approach is to diversify and to reach out for new developments and in-depth research to provide solutions has granted an edge to reach new markets.

NEW INITIATIVES Shishcart

Shishcart is more than just a platform it is a destination where style meets innovation. Our passion lies in curating a diverse range of products that reflect both your unique taste and modern needs. With a commitment to quality, our handpicked selection of packaging solutions is designed to elevate your lifestyle and enhance your operations. Our Mission- Empowering lives through curated elegance and innovative solutions that inspire. Our Vision - To become the trusted Global Destination for unparalleled e-commerce experience and transformative products.

Inpackaging

InPackaging, initiated by Shish, transforms the packaging industry with a wide range of packaging solutions, such as paper, plastic, metal, wooden, sustainable packaging and packaging accessories. Our commitment to sustainable innovation ensures secure packing and promotes plastic waste recycling.

FINANCIAL YEAR 2024-25 AT GLANCE

RESEARCH LAB Establishment

Design development and sampling form a core part of operations and a key differentiator in the business. We have an established product design and development team is comprised of industry experts with numerous years of experience.

Always Ahead

Shish Industries Ltd. has always stayed ahead of its time and has introduced advanced plastic manufacturing technology in India. Through strategic investment in R&D, Shish Industries has successfully managed to innovate and develop unique products.

Key Features of our Infrastructure

? First company to develop & patent 5-ply Polypropylene Corrugated Sheet ? Developer of Indigenous Reflective Insulation Product- Carmika ? Pioneered the concept of Insulated water tank covers in India.

ENVIROMENTAL

More and more companies across business industries are committing to reducing their impact on the environment, by creating environmentally conscious workplaces. This means having policies and programs in place that encourage green behaviors. We at Shish have taken a pledge to go green and have taken following measures to implement the same. ? Implemented a recycling program ? Conserve energy within the office ? Promote a paperless office ? Support green vendors ? Reduce by reusing ? Invest in office plants ? Conserve human energy ? Encourage sustainable transportation ? Get outside and volunteer ? Make green thinking a key part of your company culture

Financial Highlights

	Standalone		Consolidated
Particulars
	F.Y. 2024-25	F.Y. 2023-24	F.Y. 2024-25	F.Y. 2023-24
Revenue from Operations	11,778.82	8,547.88	11,625.12	8,574.08
Other Income	1,020.18	265.48	360.36	263.85
Total Income	12,799.00	8,813.36	11,985.48	8,837.93
Less: Total Expenses before Depreciation, Finance Cost and Tax	10,965.81	7,493.22	10,482.14	7,485.52
Profit before Depreciation, Finance Cost and Tax	1,833.19	1,320.14	1,503.34	1,352.41
Less: Depreciation	202.69	112.28	457.35	143.69
Less: Finance Cost	162.84	77.14	254.17	95.02
Profit Before Tax	1,467.66	1,130.72	791.83	1,113.70
Less: Current Tax	369.38	285.13	199.29	309.13
Less: Short provision for earlier year	14.40	4.55	14.46	5.76
Less: Deferred tax Liability (Asset)	(11.33)	(2.15)	(19.03)	(1.62)
Profit after Tax (before Minority Interest)	1,095.21	843.20	597.11	800.43
Less: Profit / (Loss) Of Minority Interest	-	-	(276.92)	-
Profit after Tax	1,095.21	843.20	874.03	800.43

On Standalone Basis

During the year under review, the revenue from operation of the Company was stood at INR 11,778.82 Lakhs as against that of INR 8,547.88 Lakhs for previous year. Revenue from operation of the Company was increased by 37.80% over previous year.

Profit before Tax for the financial year 2024-25 stood at INR 1,467.66 Lakhs as against that of INR 1,130.73 Lakhs making the net profit of INR 1,095.21 Lakhs for the financial year 2024-25 as against the net profit of INR 843.20 Lakhs for the financial year 2023-24. The increase in profit after tax was achieved due to effective purchase policy of the Company and thereby reducing the cost of raw materials.

During the year under review, the export sales of the Company were increased by 37.42%, whereas domestic sales of the Company were increased by 38.22% than that of respective for previous year.

On Consolidated Basis

The consolidated revenue from operation of the Company for financial year 2024-25 stood at INR 11,625.12 Lakhs as against that of INR 8,574.08 Lakhs for previous year. The consolidated net profit after tax (after adjustment of minority interest) for the financial year 2024-25 was stood at INR 874.03 Lakhs as compared to INR 800.43 Lakhs for the previous financial year 2023-24.

The Company has reported growth of 9.20% in consolidated net profit after tax and 35.58% in revenue for the full financial year 2024-25 as compared to the previous financial year 2023-24. The increase in profit after tax was achieved due to effective purchase policy of the Company and thereby reducing the cost of raw materials.

FINANCIAL STATEMENTS

The audited financial statements of the Company drawn up both on standalone and consolidated basis, for the financial year ended March 31, 2025, in accordance with the requirements of the Companies (Indian

Accounting Standards) Rules, 2015 ("Ind AS") notified under Section

133 of the Act, read with relevant rules and other accounting principles. The Consolidated Financial Statements have been prepared in accordance with Ind AS and relevant provisions of the Act based on the financial statements received from subsidiaries, as approved by their respective Board of Directors.

DIVIDEND

With a view to conserve and save the resources for future prospect of the Company, your directors regret to declare dividend for the financial year 2024-25 (Previous Year Nil).

TRANSFER TO GENERAL RESERVE

Your Directors do not propose to transfer any amount to the General Reserves. Full amount of net profit is carried to reserve & Surplus account of the Company.

CHANGE IN NATURE OF BUSINESS

During the year, your Company has not changed its business or object and continues to be in the same line of business as per the main object of the Company.

SHARE CAPITAL

During the year under review, following changes were carried out in the authorized and paid-up share capital of the Company:

Authorized Capital

During the year under review, vide Special Resolutions passed by the Members of the Company through postal ballot on November 30, 2024, the authorized share capital of the Company had been subdivided from INR 4,000.00 Lakh divided into 40000000 Equity Shares of INR 10.00/- each to INR 4,000.00 Lakh divided into 400000000 Equity Shares of INR 1.00/-.

The Authorized share Capital of the Company, as at closure of financial year 2024-25, was INR 4,000.00 Lakh divided into 400000000 Equity Shares of INR 1.00/- each.

Issued, Subscribed & Paid-up Capital

During the year under review, vide Special Resolutions passed by the Members at their Extra Ordinary General Meeting 01/2024-25 held on April 6, 2024, through Video Conferencing ("VC") / Other Audio-Visual

Means ("OAVM"), the Company had allotted (1) total 594020 Equity Shares of INR 10.00 each to persons other than promoters and promoter group, on Preferential Basis, at an Issue Price of INR 120.05 per Equity Share, and (2) total 3266800 Fully Convertible Equity

Warrants ("Warrants"), each convertible into, or exchangeable for, 1 (One) fully paid-up equity share of the Company of face value Rupees 10.00 (Rupees Ten only), at a price of Rupees 120.05 per equity share (including a premium of Rupees 110.05 per equity share). Out of 3266800 warrants, total 2350476 warrants have been converted into equity shares up to March 31, 2025. Balance 916324 are outstanding for conversion.

Moreover, the face value of the equity shares of the Company has been subdivided from INR 10.00 (Rupees Ten only) each fully paid up to 10 INR 1.00 (Rupee One only) each fully paid-up w.e.f. December 17, 2024.

Issued, Subscribed & Paid-up share Capital of the Company, after Preferential issue, as at closure of financial year 2024-25, was INR 3,795.16 Lakhs divided into 379516450 Equity Shares of INR 1 each.

The entire Paid-up Equity shares of the Company are listed at BSE Limited.

The required disclosures with respect to the allotment of warrants are as follows;

Description								Particulars
Date of issue and allotment								Date of issue: 07/03/2024;
of warrants
								Date of allotment: 10/05/2024
Number of warrants								3266800
Whether the				issue		of		Preferential Allotment
warrants was				by way		of
preferential				allotment,
private placement,				public
issue
Issue price								INR 120.05
Maturity date								November 9, 2025
Description							Particulars
Amount raised,		specifically					The Company has raised amount of INR 3,097.10 Lakh till the date of this report for allotment of warrants.
stating as to whether twenty
							Company hereby confirms that amount of INR 30.05 (Rupees Thirty and Five Paise Only) which is higher than
five	percent		of		the
							minimum 25% (twenty-five per cent) of the Warrant Issue Price has been collected upfront from the holders
consideration		has been
							of the warrants as upfront payment ("Warrant Subscription Price")
collected	upfront		from		the
holders of the warrants
Terms	and	conditions			of		Pursuant to Regulation 160(c) of ICDR Regulations, the allotment of the Warrants (including the Equity Shares
warrants			including				to be allotted on conversion of such Warrants) has been made in dematerialised form.
conversion terms
							The Warrant Holders shall be, subject to the SEBI (ICDR) Regulations and other applicable rules, regulations
							and laws, entitled to exercise the conversion rights attached to the Warrants in one or more tranches within a
							period of 18 (Eighteen) months from the date of allotment of the Warrants by issuing a written notice to the
							Company specifying the number of Warrants proposed exchanged or converted with / into the Equity Shares
							of the Company and making payment at the rate of Rupees 90.00 (Rupees Ninety only) approximately balance
							75% (seventy five per cent) of the Warrant Issue Price ("Warrant Exercise Price") in respect of each Warrant
							proposed to be converted by the Warrant Holder.
							On receipt of such application from a Warrant Holder, the Company shall without any further approval from
							the Shareholders of the Company take necessary steps to issue and allot the corresponding number of Equity
							Shares to the Warrant Holders.
							If the entitlement against the Warrants to apply for the Equity Shares of the Company is not exercised by the
							Warrant Holders within the aforesaid period of 18 (eighteen) months, the entitlement of the Warrant Holders
							to apply for Equity Shares of the Company along with the rights attached thereto shall expire and any amount
							paid by the Warrant Holders on such Warrants shall stand forfeited.
							The pre-preferential allotment shareholding of the Warrant Holders, if any, in the Company and Warrants
							allotted in terms of the resolution dated April 06, 2024 and the resultant Equity Shares arising on exercise of
							rights attached to such Warrants shall be subject to lock-in as per the provisions of the SEBI (ICDR)
							Regulations.
							The Equity Shares allotted on exercise of the Warrants shall only be in dematerialized form before an
							application seeking in-principle approval is made by the Company to the stock exchange(s) where its Equity
							Shares are listed and shall rank pari passu with the then existing Equity Shares of the Company in all respects
							including entitlement to voting powers and dividend.
							The issue and allotment of the Warrants and the exercise of option thereof will be governed by the
							Memorandum and Articles of Association of the Company, the Act, SEBI (ICDR) Regulations, Listing
							Regulations, applicable rules, notifications and circulars issued by the SEBI, Reserve Bank of India and such
							other acts / rules / regulations as maybe applicable.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Constitution of Board

The Company has a balanced board with optimum combination of Executive and Non-Executive Directors, including Independent Directors, which plays a crucial role in Board processes and provides independent judgment on issues of strategy and performance. As on March 31, 2025, board comprises of 6 (Six) Directors out of which 2 (Two) Directors are Promoter Executive Directors, 1 (One) Director is Promoter - Non-Executive - Non-Independent Director and remaining 3 (Three) are Non-Promoter Non-Executive Independent Directors.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held, inter-alia, to review the financial results of the Company. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company. During the year under review, Board of Directors of the Company met 14 (Fourteen) times, viz April 18, 2024, May 7, 2024, May 10, 2024, July 17, 2024, September 3, 2024, September 30, 2024, October 1, 2024, October 25, 2024, October 30, 2024, November 27, 2024, December 17, 2024, December 21, 2024, January 25, 2025, and March 21, 2025.

The details of attendance of each Director at the Board Meetings and Annual General Meeting are given in the Report on Corporate Governance.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under and Listing Regulations, the Company has three Non-Promoter Non-Executive Independent Directors. In the opinion of the Board of Directors, all three Independent Directors of the Company meet all the criteria mandated by Section 149 of the Companies Act, 2013 and rules made there under and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on March 21, 2025 to review the performance of Non-Independent Directors and Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board that is necessary for the board of directors to effectively and reasonably perform their duties.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/Corporate-announcement/policies/Letter-of-Appointment-of-IDs.pdf

The Company has received a declaration from the Independent Directors of the Company under Section 149(7) of Companies Act, 2013 and 16(1)(b) of Listing Regulations confirming that they meet criteria of Independence as per relevant provisions of Companies Act, 2013 for financial year 2025-26. The Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the Independent Directors after undertaking due assessment of the veracity of the same. In the opinion of the Board, they fulfill the conditions for Independent Directors and are independent of the Management. In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. All the Independent Directors have confirmed that they are in compliance with Rules 6(1) and 6(2) of the Companies (Appointment and Qualification of Directors) Rules, 2014, with respect to registration with the data bank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The details of programme for familiarisation of Independent Directors with the Company, nature of the industry in which the Company operates and related matters are uploaded on the website of the Company at the link: https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/Corporate-announcement/policies/Familiarisation-Programme-for-IDs.pdf

During the year under review, Mr. Rasik Govindbhai Bharodia (DIN: 08514767) had been reappointed as Non-Promoter Non-Executive Independent Director w.e.f. July 18, 2024 for a second term of 5 (five) consecutive years vide Special resolution passed at the Extra ordinary general meeting of the Members held on April 06, 2024 through Video

Conferencing ("VC") / Other Audio-Visual Means ("OAVM"). In the opinion of the Board, Mr. Rasik Govindbhai Bharodia (DIN: 08514767) was a person of integrity, possess relevant expertise/experience and fulfills the conditions of his reappointment as an Independent Director as specified in the Act, Rules made thereunder and the SEBI Listing Regulations. However, Mr. Rasik Bharodia (DIN 08514767), had resigned from the post of Independent Director of the Company with effect from March 25, 2025. Mr. Rasik Bharodia (DIN 08514767) had confirmed in his resignation letter that he had resigned due to personal reasons and that there were no other material reasons for his resignation.

During the year under review, Ms. Shital Tamakuwala (DIN: 11013824) had been appointed as Women - Non- Executive Independent Director of the Company with effect from March 21, 2025 as approved by the members of the Company vide Special Resolutions passed on May 3, 2025 through postal ballot. The board is of the opinion that Ms. Shital Tamakuwala (DIN: 11013824), is independent of the management and that she also possesses appropriate skills, expertise and competencies in the context of the Companys businesses, particularly in the areas of technology and marketing.

Information on Directorate

The Board of Directors of the Company has, in their Board Meeting held on March 21, 2025, changed and approved the designation of Mr. Rameshbhai Kakadiya (DIN: 07740518) from Whole-time Director to Non-Executive Director of the company w.e.f. March 21, 2025 and the same has also been approved by the Members of the Company through Postal Ballot on May 3, 2025.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mrs. Nitaben Satishkumar Maniya (DIN 07740523), Executive Director of the Company retires by rotation at the ensuing annual general meeting. She, being eligible, has offered herself for re-appointment as such and seeks re-appointment. The Board of Directors recommends her appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

("SEBI Listing Regulations") and Secretarial Standards-II issued by ICSI, of the person seeking re-appointment as Director is annexed to the Notice convening the Eighth annual general meeting.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, during the year under review, the Company had already appointed Mr. Satishkumar Maniya as Chairman and Managing Director of the Company, Mr. Rameshbhai Kakadiya as Whole-Time Director of the Company (till 20-03-2025), Mr. Nishit Rameshbhai Lakhani as Chief Financial Officer of the Company and Ms. Suman Mohanlal Jat as Company Secretary and Compliance Officer of the Company.

However, Mr. Nishit Rameshbhai Lakhani has resigned from the post of Chief financial officer of the Company with effect from June 07, 2025.

As on date of this report, the Company has Mr. Satishkumar Maniya as Chairman and Managing Director and Ms. Suman Mohanlal Jat as Company Secretary and Compliance Officer who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

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 in the following manners;

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.

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.

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.

In addition, the performance of chairperson 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 chairperson, considering 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.

Directorsf 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) In preparation of annual accounts for the year ended March 31, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;

b) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2025 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) 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.

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

Audit Committee

The Company has formed Audit Committee in line with the provisions Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. As at March 31, 2025, the Audit Committee comprised Mr. Rajesh Mepani (Non-Executive Independent Director) as Chairperson, Mr. Nareshkumar Lakhani (Non-Executive Independent Director) and Mr. Satishkumar Maniya (Executive Director) as Members. Recommendations of Audit Committee, wherever/whenever given, have been accepted by the Board of Directors. Detailed Disclosure for Audit Committee is given in Corporate Governance Report annexure to this report.

Corporate Social Responsibility (CSR) Committee

Pursuant to Section 135 of Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee ("the CSR Committee") with object to recommend the Board a Policy on Corporate Social Responsibility and amount to be spent towards Corporate Social Responsibility. The terms of reference of the Committee inter alia comprises of the following: ? To review, formulate and recommend to the Board a CSR Policy which shall indicate the activities to be undertaken by the Company specified in Schedule VII of the Companies Act, 2013 and Rules made thereunder; ? To provide guidance on various CSR activities and recommend the amount of expenditure to be incurred on the activities; ? To monitor the CSR Policy from time to time and may seek outside agency advice, if necessary. During the year under review, CSR Committee Meetings were held on September 3, 2024 and March 21, 2025 in which requisite quorum were present. The meetings were held to review and approve the expenditure incurred by the Company towards CSR activities. The Corporate Social Responsibility Committee comprise Mr. Satishkumar Maniya (Chairman and Managing Director) who acts as Chairperson of the Committee whereas Mr. Rajesh Mepani (Independent Director) and Mr. Nareshkumar Lakhani (Independent Director) who are acting as Members of the Committee. The CSR Policy may be accessed at the web link https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/Corporate-announcement/policies/CSR+Policy.pdf The Annual Report on CSR activities in prescribed format is annexed as an Annexure A.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism is reviewed by the Audit Committee from time to time. None of the Whistle blowers has been denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/Corporate-announcement/policies/Whistle-Blower-Policy.pdf.

NOMINATION AND REMUNERATION POLICY

Nomination and Remuneration Policy in the Company is designed to create a high-performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year. The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/Corporate-announcement/policies/Nomination-and-Remuneration-Policy.pdf

REMUNERATION OF DIRECTORS

The details of remuneration/sitting fees paid during the financial year 2024-25 to Executive Directors/Directors of the Company is provided in Report on Corporate Governance which is the part of this report. The Company confirms that all the payment of remuneration or commission, if any, paid to Executive Directors, have been paid by the Holding Company only and none of the Subsidiary has paid any remuneration or commission to the Executive Director of the Company.

EMPLOYEE STOCK OPTION PLAN

The Company has instituted one schemes viz, "Shish Industries Limited

- Employee Stock Option Plan 2023" ("ESOP 2023" or "Scheme"). During the year under review, there has not been any material change/s in the scheme and the scheme is in compliance with the Securities and Exchange Board of India (Share based Employee Benefits and Sweat Equity) Regulations, 2021. The Company has not granted any options under ESOP 2023 up to March 31, 2025. A certificate from Secretarial Auditor of the Company i.e. M/s. Alap & CO. LLP, Company Secretaries, has been received confirming that ESOP Scheme 2023, has been implemented in compliance with the Securities and Exchange Board of India (Share Based Employee

Benefits and Sweat Equity) Regulations, 2021 ("SEBI ESOP Regulations") and in accordance with resolutions of the Company. A copy of the certificate has been uploaded on the website of the Company and can be viewed at https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/financial-annual-report/annual-report/PCS+Certificate+ESOP+2024-25.pdf. The disclosures with respect to "ESOP 2023" as required by Section 62 of the Companies Act, 2013, Rule 12 of Companies (Share Capital and Debentures) Rules, 2014 and the Securities and Exchange Board of India (Share based Employee Benefits and Sweat Equity) Regulations, 2021 are set out in Annexure-B to the Boards Report and can also be viewed at https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/financial-annual-report/annual-report/ESOP+Disclosure+2024-25.pdf.

WEB LINK OF ANNUAL RETURN

The link to access the Annual Return is https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/financial-annual-report/annual-report/Annual+return+2024-25.pdf

RELATED PARTIES TRANSACTION

All Related Party Transactions are placed before the Audit Committee and the Board for approval, if required. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive in nature. The Company has developed an Internal Guide on Related Party Transactions Manual and prescribed Standard Operating Procedures for the purpose of identification and monitoring of such transactions. The Policy on Related Party Transactions as approved by the Board is uploaded on the Companys website at https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/Corporate-announcement/policies/Policy-on-Related-Party-Transactions.pdf. The Audit Committee comprises solely of the Independent Directors of your Company. The members of the Audit Committee abstained from discussing and voting in the transaction(s) in which they were interested. Your Company did not enter into any related party transactions during the year under review, which could be prejudicial to the interest of minority shareholders. All Related Party Transactions entered into during the financial year were on an arms length basis and were in the ordinary course of business. Your Company had entered into few related party transactions which could be considered material in terms of Section 188 of the Companies Act, 2013. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Companies Act, 2013 in form AOC-2 is annexed to this Report as Annexure C. Apart from this there were no other material related party transactions. There was no contracts, arrangements or transactions which was not executed in ordinary course of business and/or at arms length basis. Pursuant to the provisions of Regulation 23 of the SEBI Listing Regulations, your Company has filed half yearly reports with the stock exchanges, for the related party transactions.

UTILIZATION OF PROCEEDS OF PREFERENTIAL ISSUE

The details of utilization of preferential issue proceeds as on the date of this report is provided as follows:

Modified

Original

Modified

Funds

Amount of

Remarks

Issue proceeds raised during the FY 2024-25

Object, if

Allocation

allocation,

Utilized (INR

Deviation /

if any

any

(INR in Lakh)

if any

in Lakh)

Variation

To augment Companys

capital base, to meet

--

3,810.22

--

3,810.22

--

--

increased working

capital requirements,

Capital

Expenditure, acquisition of

property through

sale or

lease, acquisition of shares or other securities of other

Companies, further

investment in subsidiary(ies),

granting of loans to

other body corporates including

subsidiary(ies) and the General Corporate purpose

Modified

Original

Modified

Funds

Amount of

Remarks

Issue proceeds raised during the FY 2023-24

Object, if

Allocation

allocation,

Utilized (INR

Deviation /

if any

any

(INR in Lakh)

if any

in Lakh)

Variation

To

meet

increased

working

capital

requirements,

--

1,703.82

--

1,703.82

--

--

Capital

Expenditure

and

the

General

Corporate

purpose,

PUBLIC DEPOSIT

The Company has not accepted any deposits from the public falling within the ambit of Section 73 of the Companies Act, 2013 (‘the Act) and the Companies (Acceptance of Deposits) Rules, 2014. There are no unclaimed deposits, unclaimed/ unpaid interest, refunds due to the deposit holders or to be deposited with the Investor Education and Protection Fund as on March 31, 2025.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO A. Conservation of energy i.) The steps taken or impact on conservation of energy: No major steps have been taken by the Company. However, the Company continues its endeavor to improve energy conservation and utilization. Moreover, the Company is planning to install solar panels at its manufacturing unit as a part of green energy initiatives of Government of India. ii.) The steps taken by the Company for utilizing alternate sources of energy: The Company has continued its focus on energy conservation efforts through up-gradation of process with new technology. The technology installed by the Company has provided better results in quality and production and also reducing the overall cost of production and maintenance which effect production scheduling and various energy saving initiatives in all areas of production. However, the Company has not installed any alternate source of energy running on renewable energy source. iii.) The capital investment on energy conservation equipment: Nil B. Technology absorption i.) The effort made towards technology absorption Your Company has been very thoughtful in installing new technology to reduce the production cost, improve yield, enhance product endurance and strengthen finish. However, no new technology has been installed by the Company during the year and all existing technology has been fully absorbed. ii.) The benefit derived like product improvement, cost reduction, product development or import substitution The Company had installed such technology that improve productivity, quality and reduction in manual intervention and to enhance the quality and productivity. Improvement in manufacturing process helped the Company in managing production scheduling; & better & faster servicing of product for domestic as well as global market. iii.) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year) a. The details of technology imported: The Company has imported Second Hand Air Bubble Film Machinery and Cord Strap Die Hard Machine. b. The year of import: Financial Year 2020-21 c. Whether the technology has been fully absorbed: Yes iv.) If not fully absorbed, areas where absorption has not taken place, and the reasons thereof: Not Applicable

v.) The expenditure incurred on Research and Development: Nil C. Foreign Exchange Earnings & Expenditure - i.) Details of Foreign Exchange Earnings (INR in Lakh)

Sr. No.	Particulars	F.Y. 2024-25	F.Y. 2023-24
1.	Exports of Goods	6,203.56	4,514.30
	calculated on F.O.B. basis

ii.) Details of Foreign Exchange Expenditure

(INR in Lakh)

Sr. No.	Particulars	F.Y. 2024-25	F.Y. 2023-24
1.	Import of Raw Material /	163.97	7.46
	Goods

MAINTENANCE OF COST RECORDS

In terms of Section 148 of the Companies Act, 2013 read with Companies (Cost records and audits) Rules, 2014, the Company is required to maintain the cost records and accordingly the Company has maintained the Cost record for F.Y. 2024-25. The Board has appointed M/s. V. M. Patel & Associates, Cost Accountants, (Firm Registration No. 101519) as Cost Auditors of your Company for conducting cost audit for FY 2025-26. A resolution seeking approval of the Shareholders for ratifying the remuneration payable to the Cost Auditors for FY 2025-26 is provided in the Notice of the ensuing AGM. The Cost accounts and records as required to be maintained under section 148 (1) of the Act are duly made and maintained by your Company.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each executive director to the median of employees remuneration as per Section 197(12) of the Companies

Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure D.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS & SECURITY

Details of Loans, Guarantees, Investments and Security covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statement. The Company has complied with the applicable provisions of Section 186 of the Act during the under review. During the year under review, the Company has (1) invested total INR 978.00 Lakhs as Equity Contribution in its wholly owned subsidiary Dunnage Bag Private Limited; (2) invested total INR 479.19 Lakhs as Equity Contribution in its subsidiary Interstar Polyfab Private Limited; (3) acquired by way of subscription the securities of other body corporate worth INR 99.73 Lakhs; (3) granted total INR 226.97 Lakhs as Unsecured Loan to its wholly owned subsidiary Shish Global Solutions Private Limited, total INR 23.79 Lakhs as Unsecured Loan to its wholly owned subsidiary Dunnage Bag Private Limited, total INR 1,996.25 Lakhs as Unsecured Loan to its subsidiary Interstar Polyfab Private Limited, total INR 85.16 Lakhs as Unsecured Loan to its wholly owned subsidiary Varni Wood & Paper Packaging Private Limited, total INR 335.93 Lakhs as Unsecured Loan to Shish advanced composites Private Limited; (4) given Corporate Guarantee (i) to Standard Chartered Bank on behalf of its wholly owned subsidiary Shish Polylam Private Limited; (ii) to Standard Chartered Bank on behalf of its subsidiary Interstar Polyfab Private Limited and (iii) to Standard Chartered Bank on behalf of Shish Advanced Composites Private Limited.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

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.

MATERIAL CHANGES AND COMMITMENT

Post closure of financial year, there have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report, except acquisition of 65% stake in Shish Advanced Composites Private Limited (CIN U25999GJ2024PTC154044) by way of subscription to its Equity shares pursuant to which it shall become subsidiary of the Company.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

Shish Polylam Private Limited was incorporated as wholly owned subsidiary of the Company for carrying out business of Radiant Barrier, Roof Underlayment, Paper PE / PP / EVA Lamination, Aluminum PE / PP / EVA Lamination, Woven Fabric PE / PP / EVA Lamination, non-woven PE / PP / EVA Lamination and all kind of extrusion lamination products. It has shown immense development since incorporation. Shish Polylam Private Limited achieved turnover of INR 554.03 Lakh during financial year 2024-25. The Loss Before Tax stood at INR 221.04 Lakh making net loss for financial year 2024-25 of INR 219.17 Lakh. Shish Polylam Private Limited has not declared any dividend for Financial Year 2024-25. The annual accounts of Shish Polylam Private Limited has been consolidated with the accounts of the Company for Financial Year 2024-25. The Company had also established a wholly owned subsidiary Company - GreenEnergy International INC in Texas, USA. GreenEnergy International INC leverages the growth opportunities in the business of manufacturing and distributing Insulation Building Materials, Geo Textile Fabric, Material Handling Products, and Upvc and Pvc Equipment, Radiant Barrier, Roof Underlayment, PP Woven Fabric, Lumber Wrap, Pp Woven bag, FIBC Jumbo bag, Pp Sheet, Pvc & Cpvc Pipes and Fittings, and so on in USA. GreenEnergy International INC. also focuses on helping clients in expanding their business in various state of USA. GreenEnergy International INC achieved turnover of INR 1,322.08 Lakh during financial year 2024-25. The profit before tax stood at INR 0.04 Lakh making net loss for financial year 2024-25 of INR 2.74 Lakh. GreenEnergy International INC has not declared any dividend for Financial Year 2024-25. The converted rupees annual accounts of GreenEnergy International INC have been consolidated with the accounts of the Company for Financial Year 2024-25.

The Company had established wholly owned subsidiary Shish Global Solutions Private Limited to leverage the growth opportunities in the business of facilitating transactions, commerce, electronic commerce, mobile commerce, any type of commerce whether between businesses and other businesses or between business and individual consumers for home and office decorative and interior designing items, hardware, sanitary, building materials, pipes and fitting and such other materials and items required for construction of homes and offices and in relation to providing software and information technology-based business solutions in any form and manner to various entities and business of online marketing, on-line shopping, Internet advertising and marketing, creating virtual malls, stores, shops, creating shopping catalogues, providing secured payment processing, net commerce solutions, online trading in and outside India but does not include banking and money circulating business. Shish Global Solutions Private Limited achieved turnover of INR 910.56 Lakh during financial year 2024-25. The loss before tax stood at INR 148.41 Lakh making net loss for financial year 2024-25 of INR 148.22 Lakh. Shish Global Solutions Private Limited has not declared any dividend for Financial Year 2024-25. The annual accounts of Shish Global Solutions Private Limited have been consolidated with the accounts of the Company for Financial Year 2024-25.

The Company had incorporated wholly owned subsidiary - Varni Wood & Paper Packaging Private Limited to leverage the growth opportunities in the business of manufactures, engineers, contractors, founders, and designers of all kinds of Industrial packing materials. However, the company had sold its entire stake in Varni Wood & Paper Packaging Private Limited on March 29, 2025. Varni Wood & Paper Packaging Private Limited achieved turnover of INR 504.63 Lakh during financial year 2024-25. The loss before tax stood at INR 19.86 Lakh making net loss for financial year 2024-25 of INR 19.72 Lakh. Varni Wood & Paper Packaging Private Limited has not declared any dividend for Financial Year 2024-25. The annual accounts of Varni Wood & Paper Packaging Private Limited have been consolidated with the accounts of the Company for the period April 01, 2024 to March 29, 2025.

During the financial year 2024-25 the Company had acquired 100% stake in Dunnage Bag Private Limited and 76.67% stake in Interstar Polyfab Private Limited by way of subscription to their Equity shares respectively pursuant to which both the Companies have become subsidiaries of the Company. Dunnage Bag Private Limited is engaged in the business of manufacturing of all types of packaging materials and all sorts of laminates, plastic polythlene and plastic goods and Dunnage Bags. The acquisition has been beneficial to leverage the growth opportunities in the segment of Dunnage Bags. Dunnage Bag Private Limited achieved turnover of INR 308.08 Lakh during financial year 2024-25. The profit before tax stood at INR 47.39 Lakh making net profit for financial year 2024-25 of INR 39.02 Lakh. Dunnage Bag Private Limited has not declared any dividend for Financial Year 2024-25. The annual accounts of Dunnage Bag Private Limited have been consolidated with the accounts of the Company for Financial Year 2024-25.

Interstar Polyfab Private Limited is engaged in the business of manufacturing of all types of small bags, FIBC Bags, Woven sacks, and other allied items made of one or more materials like HDPE, LDPE, PVC, PP, laminating materials. Interstar Polyfab Private Limited achieved turnover of INR 1,891.92 Lakh during financial year 2024-25. The loss before tax stood at INR 333.96 Lakh making net loss for financial year 2024-25 of INR 328.27 Lakh. Interstar Polyfab Private Limited has not declared any dividend for Financial Year 2024-25. The annual accounts of Interstar Polyfab Private Limited have been consolidated with the accounts of the Company for Financial Year 2024-25.

During the financial year 2024-25, the Company had one material subsidiary i.e. Interstar Polyfab Private Limited. Further, in line with the SEBI Listing Regulations, an independent director of your Company is on the Board of its unlisted material subsidiary. Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited financial statements in respect of subsidiaries, are available on the Companys website at www.shishindustries.com. The Policy for determining material subsidiary company, as approved by the Board, may be accessed on the Companys website at the link https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/Corporate-announcement/policies/Policy-for-Determining-Material-Subsidiaries.pdf

The Company does not have any Joint venture or associate Company. There has been no material change in the nature of the business of the subsidiaries. The financial performance of Subsidiary Companies in prescribed Form AOC-1 is annexed to this Report as Annexure E.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Though the various risks associated with the business cannot be eliminated completely, all efforts are made to minimize the impact of such risks on the operations of the Company. Necessary internal control systems are also put in place by the Company on various activities across the board to ensure that business operations are directed towards attaining the stated organizational objectives with optimum utilization of the resources. Apart from these internal control procedures, a well-defined and established system of internal audit is in operation to independently review and strengthen these control measures, which is carried out by an experience auditor. The audit is based on an internal audit plan, which is reviewed each year in consultation with the statutory auditor of the Company and the audit committee. The conduct of internal audit is oriented towards the review of internal controls and risks in its operations. The Internal Auditor of the Company carry out review of the internal control systems and procedures. The internal audit reports are reviewed by Audit Committee and Board. Your Company has also put in place adequate internal financial controls with reference to the financial statements commensurate with the size and nature of operations of the Company. During the year, such controls were tested and no material discrepancy or weakness in the Companys internal controls over financial reporting was observed.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for corporate governance. As stipulated in Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Report on Corporate Governance and Certificate of the Practicing Company Secretary with regards to compliance with the conditions of Corporate

Governance is annexed to the Boards Report as Annexure F.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

STATUTORY AUDITOR AND THEIR REPORT

M/s. K P C M & Co., Chartered Accountants, Surat (FRN: 117390W) were appointed as Statutory Auditors of the Company at the seventh Annual General Meeting held on September 27, 2024, for a second term of four consecutive years. The Notes to the financial statements referred in the Auditors Report are self-explanatory and therefore do not call for any comments under

Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR AND THEIR REPORT

The Company has appointed M/s Alap & Co. LLP, Company Secretary, to conduct the secretarial audit of the Company for the financial year 2024-25, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The Secretarial Audit Report for the financial year 2024-25 is annexed to this report as an Annexure G 1. The Annual Secretarial Compliance Report for the financial year ended March 31, 2025 issued by M/s Alap & Co. LLP, in relation to compliance of all applicable SEBI Regulations/ Circulars/Guidelines issued thereunder, pursuant to requirement of Regulation 24A of the Listing Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th February, 2019 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) is annexed to this report as an Annexure G 2. As per regulation 24A(1) of the SEBI Listing Regulations, a listed company is required to annex a secretarial audit report of its material unlisted subsidiary to its Annual Report. In line with the same, the secretarial audit reports of Interstar Polyfab Private Limited for the FY 2024-25 are annexed to this Report as an Annexure G 3 and also placed on Companys website at https://shishind.com/financial-and-annual-reports.

The above reports do not contain any remarks by the Secretarial Auditor with regards to financial year 2024-25.

APPOINTMENT OF SECRETARIAL AUDITOR

In light of the recent amendments in the SEBI Listing Regulations mandating appointment of Secretarial Auditor for a period of five years. Accordingly, the Board has recommended the appointment of M/s ALAP & Co. LLP, a peer reviewed firm of Company Secretaries in Practice, as Secretarial Auditors of the Company for a term of 5(five) consecutive years, for approval of the Members at ensuing AGM of the Company. Brief resume and other details of proposed secretarial auditors, forms part of the Notice of ensuing AGM. M/s ALAP & Co. LLP have given their consent to act as Secretarial Auditors of the Company. They have also confirmed that they are not disqualified to be appointed as Secretarial Auditors in terms of provisions of the Act & Rules made thereunder and SEBI Listing Regulations.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

INSURANCE

The assets of your Company have been adequately insured.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely "www.shishindustries.com" containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of any nature, we have institutionalized the Anti-Sexual Harassment Initiative (ASHI) framework, through which we address complaints of sexual harassment at all the workplaces of the Company. Our policy assures discretion and guarantees non-retaliation to complainants. We follow a gender-neutral approach in handling complaints of sexual harassment and we are compliant with the law of the land where we operate. The Company has setup an Internal Complaints Committee (ICC) for redressal of Complaints.

Number of sexual harassment complaints received Nil during the year 2024-25

Number of such complaints disposed off during the Nil year 2024-25

Number of cases pending for more than ninety days Nil during the year 2024-25

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

INDUSTRIAL RELATIONS (IR):

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid and improve the living standards of its employees, and to keep them motivated and involved with the larger interests of the organization. The Company has systems and procedures in place to hear and resolve employees grievances in a timely manner, and provides avenues to its employees for their all-round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

MATERNITY BENEFIT:

The company has complied with the provisions relating to the Maternity Benefit Act, 1961.

DETAILS OF THE DESIGNATED OFFICER:

Ms. Suman Mohanlal Jat, Company Secretary & Compliance officer of the company is acting as Designated Officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014.

LARGE ENTITY:

The Board of Directors of the Company hereby confirm that the Company is not a Large Corporate entity in terms of Regulation 50B of SEBI (Issue and Listing of Non-Convertible Securities) Regulations, 2021 (NCS Regulations).

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to

‘Meetings of the Board of Directors and ‘General Meetings, respectively, have been duly complied by your Company.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

The Board of Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions or applicability pertaining to these matters during the year under review:

i) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Companies Act, 2013).

ii) One-time settlement of loan obtained from the banks or financial institutions.

iii) Issue of equity shares with differential rights; iv) Issue of sweat equity shares; v) There is no revision in the Board Report or Financial Statement;

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co-operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES FOR THE FINANCIAL YEAR 2024-25

I. BRIEF OUTLINE ON CSR POLICY OF THE COMPANY

Longevity and success for a company comes from living in harmony with the context, which is the community and society. The main objective of CSR Policy of the Company encompasses the ideas of corporate governance, sustainable wealth creation, corporate philanthropy and advocacy for the goals of the community. The projects undertaken will be within the broad framework of Schedule VII of the Companies Act, 2013. Our CSR initiatives focus on CSR projects as provided under Schedule VII. The CSR Committee hereby confirms that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and policy of the company. The Company has framed its CSR Policy in compliance with the provisions of the Companies Act, 2013 and the same is placed on the Companys website at https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/Corporate-announcement/policies/CSR+Policy.pdf

II. COMPOSITION OF CSR COMMITTEE

Name of Director	Designation	Designation in Committee
Satishkumar Maniya	Chairman and Managing Director	Chairperson
Rajesh Mepani	Non-Executive - Independent Director	Member
Nareshkumar Lakhani	Non-Executive - Independent Director	Member

During the financial year 2024-25, the Committee met two times and all the Members of the Committee remained present in both the meetings.

III. WEB LINK OF THE WEBSITE OF THE COMPANY FOR

COMPOSITION OF CSR COMMITTEE, CSR POLICY AND CSR PROJECTS APPROVED BY THE BOARD: Composition of CSR committee: https://www.shishindustries.com/investor-center CSR Policy and Projects: https://shish-industries-images.s3.ap-south-1.amazonaws.com/investorsData/Corporate-announcement/policies/CSR+Policy.pdf

IV. EXECUTIVE SUMMARY ALONG WITH WEB-LINK(S) OF

IMPACT ASSESSMENT OF CSR PROJECTS CARRIED OUT IN PURSUANCE OF SUB-RULE (3) OF RULE 8, IF APPLICABLE: Not Applicable for the financial year under review.

V.

Particulars	Amount (INR in Lakh)
(a) Average net profit of the company as per sub- section (5) of section 135	714.17
(b) Two percent of average net profit of the Company as per Section 135(5)	14.28
(c) Surplus arising out of the CSR projects or programs or activities of the previous financial years	0.00
(d) Amount required to be set-off for the financial year, if any	2.29
(e) Total CSR obligation for the financial year ((b)+(c)- (d))	11.99

VI.

Particulars	Amount (INR in Lakh)
(a) Amount spent on CSR Projects (both Ongoing Project and other than Ongoing Project)	15.88
(b) Amount spent in Administrative Overheads	Nil
(c) Amount spent on Impact Assessment, if applicable	Nil
(d) Total Amount spent for the financial year ((a)+(b)+(c))	15.88

(e) CSR amount spent or unspent for the financial year:

	Amount Unspent
Total Amount Spent for the Financial Year	Total Amount transferred to Unspent CSR Account (Section 135(6))	Amount transferred to any fund specified under Schedule VII (second proviso to Section 135(5))
	Date of Amount transfer	Name of the Fund	Amount	Date of transfer
INR 15.88 Lakh	Not Applicable		Not Applicable

(f) Details of excess amount for set-off are as follows:

Sl. No. Particulars	Amount (INR in lakhs)
(i) Two percent of average net profit of the company as per section 135(5)	14.28
(ii) Total amount spent for the financial year	15.88
(iii) Excess amount spent for the financial year [(ii)-(i)]	1.59
(iv) Surplus arising out of the CSR projects or programmes or activities of the previous financial years, if any	Nil
(v) Amount available for set off in succeeding financial years [(iii)-(iv)]	1.59

VII. Details of unspent CSR amount for the preceding three financial years:

(2)	(3)	(4)	(5)	(6)		(7)	(8)
Preceding Financial Year(s)	Amount transferred to Unspent CSR Account under sub- section (6) of	Balance Amount in Unspent CSR Account under sub- section (6) of	Amount Spent in the Financial Year (INR	Amount transferred to a Fund as specified under Schedule VII as per second proviso to sub- section (5) of section 135, if any		Amount remaining to be spent in succeeding Financial Years	Deficiency, if any
	section 135 (INR in lakhs	section 135 (INR in lakhs)	in lakhs)	Amount (INR in lakhs)	Date of Transfer	(INR in lakhs )
FY-1
FY-2				NIL
FY-3

VIII.Whether any capital assets have been created or acquired through Corporate Social Responsibility amount spent in the Financial

Year: No

If Yes, enter the number of Capital assets created/acquired: Not applicable

Furnish the details relating to such asset(s) so created or acquired through Corporate Social Responsibility amount spent in the Financial Year:

(2)	(3)	(4)	(5)	(6)
Short particulars of the property or asset(s) [including	Pin code of the	Date of	Amount of CSR	Details of entity/Authority/ beneficiary of the registered owner
complete address and location of the property]	property or asset(s)	creation	amount spent	CSR Registration Number, if applicable	Registered Name address
		NOT APPLICABLE

IX. Specify the reason(s), if the company has failed to spend two percent of the average net profit as per Section 135(5): Not applicable

DISCLOSURES UNDER REGULATION 14 OF THE SEBI (SHARE BASED EMPLOYEE BENEFITS AND SWEAT EQUITY) REGULATIONS, 2021 a. Relevant disclosures in terms of the accounting standards prescribed by the Central Government in terms of section 133 of the Companies Act, 2013 including the Guidance note on accounting for employee share-based payments issued in that regard from time to time.

Members may refer to the audited financial statement prepared as per Indian Accounting Standard (Ind-AS) for the financial year 2024-25.

b. Diluted EPS on issue of shares pursuant to all the schemes covered under the regulations shall be disclosed in accordance with Accounting Standard 20 - Earnings Per Share issued by Central Government or any other relevant accounting standards as issued from time to time.

Not Applicable since no options have been granted / vested / exercised.

c. Details related to ESOP

Description

ESOP 2023

Date of shareholders approval

20/07/2023

Total number of options approved under ESOP

Stock option(s) exercisable into not exceeding 17095710 (One crore seventy lakhs

Ninety-five thousand seven hundred and ten only) (pre-sub division/split of shares

1709571 (Seventeen Lakhs Nine Thousand Five Hundred and Seventy-one only)

Equity Share(s) to eligible employees of the Company, group company including

subsidiary or its associate company, in India or outside India, of the company on

positions of key responsibility, in accordance with the provisions of ESOP Scheme.

Vesting requirements

Vesting Period shall commence from the Grant Date subject to minimum of 1 (One)

year from the Grant Date and a maximum of 5 (Five) years from the Grant Date, at

the discretion of and in the manner prescribed by the Committee and set out in the

Grant Letter.

Provided that in the event of death or Permanent Disability of an Options Holder(s),

the minimum Vesting Period of 1 (one) year shall not be applicable and in such

instances, the all Options shall vest in terms of SEBI (SBEB & SE) Regulations, on

the date of the death or Permanent Disability.

Vesting of Options can vary from Options Holder(s) to Options Holder(s) as per the

discretion of the Committee whose decision shall be final and binding.

The vesting schedule will be clearly defined in their Grant Letter of respective

Options Holder(s) subject to minimum and maximum Vesting Period as specified

above.

However, the Vesting schedule shall be as follows until and unless changed by the

Committee:

Vesting

% of Options to be

Time Period

Stage

vested

Stage 1

At the end of 1st year from the

10% of the Options

grant date

Granted

Stage 2

At the end of 2nd year from the

15% of the Options

grant date

Granted

Stage 3

At the end of 3rd year from the

20% of the Options

grant date

Granted

Stage 4

At the end of 4th year from the

25% of the Options

grant date

Granted

Stage 5

At the end of 5th year from the

30% of the Options

grant date

Granted

Exercise price or pricing formula

INR

12.70/- (Rupees Twelve point seven) including

premium

of INR 11.70/-

(Rupees Eleven point seven) per equity share

(pre-sub division/split of shares INR 127/- (Rupees One Hundred Twenty-Seven)

per

equity

share

including premium of

INR

117/-

(Rupees

One

Hundred

Seventeen) per equity share)

Maximum term of options granted

5 years from the date of grant

Source of shares (primary, secondary

or

Primary

combination)

Variation in terms of options / Material changes

None

in the scheme

Method used to account for ESOP

Fair Value

Where the company opts for expensing of the

Not applicable

options using the intrinsic value of the options,

the difference between the

employee

compensation cost so computed

and

the

employee compensation cost that

shall have

been recognized if it had used the fair value of

the options shall be disclosed. The impact of

this difference on profits and on EPS of

the

company shall also be disclosed

Description

ESOP 2023

Option movement during the year

Particulars

Details

Number of options outstanding at the beginning of the period

0

Number of options granted during the year

0

Number of options forfeited / lapsed during the year

0

Number of options vested during the year

0

Number of shares arising as a result of exercise of options

0

Money realized by exercise

of

options (INR), if

scheme is

0

implemented directly by the company

Loan repaid by the Trust during

the year from exercise price

0

received

Number of options outstanding at the end of the year

0

Number of options exercisable at the end of the year

0

Weighted-average exercise prices and

No options granted or exercised during the year.

weighted-average fair values of options shall

be

disclosed separately for options whose

exercise price either equals or exceeds or is

less than the market price of the stock.

Employee wise details (name of employee,

No options granted or exercised during the year.

designation, number of options granted during

the year, exercise price) of options granted to -

(a)

Key managerial personnel and senior

managerial personnel as defined under

Regulation 16(d) of the Securities and

Exchange Board of India (Listing

Obligations and Disclosure

Requirements) Regulations, 2015;

(b)

any other employee who receives a grant

in any one year of option amounting to 5%

or more of option granted during that year;

and

identified employees who were granted option,

during any one year, equal to or exceeding 1%

of

the issued capital (excluding outstanding

warrants and conversions) of the company at

the time of grant.

A description of the method and significant

No options granted or exercised during the year.

assumptions used during the year to estimate

the fair value of options including the following

information:

(a)

the weighted-average values of share

price, exercise price, expected volatility,

expected option life, expected dividends,

the risk-free interest rate and any other

inputs to the model;

(b)

the method used and the assumptions

made to incorporate the effects of

expected early exercise;

(c)

how expected volatility was determined,

including an explanation of the extent to

which expected volatility was based on

historical volatility; and

whether and how any other features of the

options granted were incorporated into the

measurement of fair value, such as a market

condition.

Annexure C

FORM NO. AOC-2

PARTICULARS OF CONTRACTS / ARRANGEMENTS MADE WITH RELATED PARTIES

Forms for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in Section 188(1) of the Companies Act, 2013 including certain armfs length transactions under third proviso thereto

(Pursuant to Section 134(3) (h) of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

A. Details of contracts or arrangements or transactions not at armfs length basis:

There were no contracts or arrangements or transactions entered in to by the Company during the financial year ended on March 31, 2025, which were not at arms length basis.

B. Details of material contracts or arrangement or transactions at armfs length basis: As under

Sr. No.

1

2

3

Name(s) of the related party and

Interstar Polyfab Private

Rameshbhai

Kakadiya

Whole

time

Satishkumar Maniya

nature of relationship

Limited

Subsidiary

Director

Chairman and

Managing

Company

Director

Nature of contracts/ arrangements

Purchase and

Sale

of

Payment of Rent & Security Deposit

Payment of Rent

/ transactions

goods

Duration of

the

contracts

/

F.Y. 2024-25

F.Y. 2024-25

F.Y. 2024-25

arrangements / transactions

Salient terms

of the

contracts

or

All transactions entered

All transactions entered by the Company are

All transactions entered by

arrangements

or

transactions

by the Company are

in

in the ordinary course of

business and on

the Company

are

in

the

including the value, if any

the ordinary

course

of

arms length basis

ordinary course

of

business and

on arms

Lease rent of INR 15.90 Lakh has been paid

business and

on

arms

length basis

during the financial year 2024-25.

length basis

Sales INR 804.68 Lakhs

Security Deposit of INR 1,000.00 Lakh has

Lease rent of

INR

0.90

Purchase INR

1,823.74

been paid during the financial year 2024-25.

Lakh has been paid during

Lakhs

the financial year 2024-25.

Date(s) of approval by the Board

March 7, 2024

March 7, 2024

March 7, 2024

Amount paid as advances, if any

Nil

Nil

Nil

Sr. No.

4

5

Name(s) of the related party and

Growder Technovations Private Limited

Shish Jewels Private Limited

Company

in

which

nature of relationship

Company in which Directors are interested

Directors are interested

Nature of contracts/ arrangements

Sale of goods

Payment of Rent & Reimbursement of electricity

/ transactions

Duration of

the

contracts

/

F.Y. 2024-25

F.Y. 2024-25

arrangements / transactions

Salient terms

of the

contracts

or

All transactions entered by the Company

All transactions entered

by the Company are

in the

arrangements

or

transactions

are in the ordinary course of business and

ordinary course of business and on arms length basis

including the value, if any

on arms length basis

Lease Rent of INR 17.50 Lakh has been paid during the

Sales INR 9.01 Lakhs

financial year 2024-25.

Reimbursement of Electricity of INR 16.88

Lakh has

been paid during the financial year 2024-25.

Date(s) of approval by the Board

March 7, 2024

March 7, 2024

Amount paid as advances, if any

Nil

Nil

Annexure - D

PARTICULARS OF EMPLOYEES

(Pursuant to Section 197(12) read with Rules made thereunder)

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rules made there under

Information as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

a) The ratio of remuneration of each director to the median remuneration of employees for the financial year and the Percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year:

Sr.			Nature of	Ratio against median	Percentage
	Name	Designation
No.			Payment	employeefs remuneration	Increase
1.	Mr. Satishkumar Maniya	Chairman and Managing Director	Remuneration	7.97: 1.00	-
2.	Mr. Rameshbhai Kakadiya (till	Whole-Time Director	Remuneration	5.31: 1.00	-
	20/03/2025) *
3.	Mrs. Nitaben Maniya	Executive Director	Remuneration	6.64: 1.00	-
4.	Mr. Rajesh Mepani	Independent Director	Sitting Fees	Not Applicable	-
5.	Mr. Rasik Bharodia	Independent Director	Sitting Fees	Not Applicable	-
6.	Mr. Nareshkumar Lakhani	Independent Director	Sitting Fees	Not Applicable	-
7.	Mr. Nishit Rameshbhai Lakhani	Chief Financial Officer	Salary	Not Applicable	-
8.	Ms. Suman Mohanlal Jat	Company Secretary	Salary	Not Applicable	-

* The designation of Mr. Rameshbhai Kakadiya (DIN: 07740518) had been changed from Whole-time Director to Non-Executive Director of the company w.e.f. March 21, 2025 b) The percentage increase in the median remuneration of

employees in the financial year:

The median remuneration of the employees in current financial

year was decreased by 19.40% over the previous financial year.

c) The number of permanent employees on the rolls of the

Company: 70 Employees d) Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

The Average employee salary was decreased by 16.98% whereas the remuneration of the Executive Directors was decreased by 33% over the previous financial year. The Board of Directors of the Company affirmed that remuneration of all the Key Managerial Personnel of the Company are as per the Remuneration Policy of the Company.

FORM NO. AOC 1

Statement containing salient features of the financial statement of Subsidiaries/associate companies/joint ventures

(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)

Part gAh: Subsidiaries:

(INR in Lakh)

Details

Subsidiary 1

Subsidiary 2

Subsidiary 3

Subsidiary 4

Subsidiary 5

Subsidiary 6

CIN/ any other

U25209GJ2021

Not applicable

U62099GJ2022

U16231GJ2023

U17299GJ2021

U25209GJ2020

registration number

PTC122016

PTC134564

PTC144478

PTC123765

PTC117970

Name

Shish

Polylam

GreenEnergy

Shish

Global

Varni

Wood

&

Interstar Polyfab

Dunnage

Bag

Private Limited

International

Solutions

Paper

Private Limited

Private Limited

INC.

Private Limited

Packaging

Private Limited

Date since when

14/04/2021

08/02/2022

05/08/2022

05/09/2023

03/05/2024

02/05/2024

subsidiary was acquired

Provisions pursuant to

Section 2(87)(ii)

Section 2(87)(ii)

Section 2(87)(ii)

Section 2(87)(ii)

Section 2(87)(ii)

Section 2(87)(ii)

which the company has

become a subsidiary

Reporting period for the

Not

Applicable.

January

1

to

Not

Applicable.

Not

Applicable.

Not

Applicable.

Not

Applicable.

subsidiary concerned, if

Reporting

December 31

Reporting

Reporting

Reporting

Reporting

different from the holding

Period

of

Period

of

Period

of

Period

of

Period

of

companyfs reporting

subsidiary ends

subsidiary ends

subsidiary ends

subsidiary ends

subsidiary ends

period

on March 31 of

on March 31 of

on March 31

of

on March 31 of

on March

31 of

every

calendar

every

calendar

every

calendar

every

calendar

every

calendar

year.

year.

year.

year.

year.

Reporting currency and

Indian Rupees

US Dollars

Indian Rupees

Indian Rupees

Indian Rupees

Indian Rupees

Exchange rate as on the

Conversion rate

last date of the relevant

1 USD

= 85.58

financial year in the case

INR

of foreign subsidiaries.

Share capital

24.00

15.78

1.00

15.00

1.00

10.00

Reserves & surplus

35.04

(37.73)

(287.03)

(17.58)

(1,005.09)

220.25

Total assets

544.43

357.14

62.45

229.28

1,917.36

305.27

Total Liabilities

485.40

379.09

348.48

231.86

2,921.45

75.02

Investments

-

-

-

-

-

-

Turnover

554.03

1,322.08

910.56

504.63

1,891.92

308.08

Profit before taxation

(221.04)

0.04

(148.41)

(19.86)

(333.96)

47.39

Provision for taxation

(1.87)

2.78

(0.19)

(0.13)

(5.69)

8.37

Profit after taxation

(219.17)

(2.74)

(148.22)

(19.72)

(328.27)

39.02

Total Comprehensive

(219.17)

(3.85)

(148.22)

(19.72)

(328.27)

39.02

Income

Proposed Dividend

Nil

Nil

Nil

Nil

Nil

Nil

% of shareholding

100.00

100.00

100.00

100.00

76.67

100.00

1. Names of subsidiaries which are yet to commence operation: Nil

2. Names of subsidiaries which have been liquidated or sold during the year: Varni Wood & Paper Packaging Private Limited (CIN U16231GJ2023PTC144478)

Part gBh: Associates and Joint Ventures:

The Company does not have any Associates and / or Joint Ventures and hence, information is not applicable.