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, 2026.

BUSINESS OVERVIEW

Shish Industries Limited, founded in 2012, has emerged as one of Indias fastest-growing industrial solution providers · recognized for engineering world-class industrial packaging and building envelope systems that meet the demanding needs of global and domestic markets.

Headquartered in Surat, Gujarat, and publicly listed on the Bombay Stock Exchange, Shish Industries has built a reputation for innovation, quality excellence, and sustainability leadership.

Our state-of-the-art 400,000 sq. ft. manufacturing facility in Surat features cutting-edge extrusion lines, co-extrusion lamination, custom fabrication, assembly plants, and R&D innovation labs, giving us unmatched control over product quality, speed of execution, and product development.

Backed by patented technologies, global certifications, and a growing international footprint (including a fully-owned U.S. subsidiary), Shish Industries Limited is poised to set new benchmarks in industrial progress.

FINANCIAL YEAR 2025-26 AT GLANCE

Financial Highlights INR In Lakh

Particulars	Standalone		Consolidated
	F.Y. 2025-26	F.Y. 2024-25	F.Y. 2025-26	F.Y. 2024-25
Revenue from Operations	12,326.12	11,778.82	13,439.12	11,625.12
Other Income	690.60	1,020.18	555.10	360.36
Total Income	13,016.72	12,799.00	13,994.21	11,985.48
Less: Total Expenses before Depreciation, Finance Cost and Tax	11,291.89	10,965.81	12,204.03	10,482.14
Profit before Depreciation, Finance Cost and Tax	1,724.83	1,833.19	1,790.18	1,503.34
Less: Depreciation	275.83	202.69	566.85	457.35
Less: Finance Cost	220.30	162.84	327.57	254.17
Profit Before Tax	1,228.70	1,467.66	895.75	791.83
Less: Current Tax	309.24	369.38	320.49	199.29
Less: Short provision for earlier year	18.31	14.40	18.70	14.46
Less: Deferred tax Liability (Asset)	25.20	(11.33)	(31.82)	(19.03)
Profit after Tax (before Minority Interest)	875.94	1,095.21	588.38	597.11
Less: Profit / (Loss) Of Minority Interest	-	-	138.25	276.92
Profit after Tax	875.94	1,095.21	726.64	874.03

FINANCIAL PERFORMANCE On Standalone Basis

During the year under review, the revenue from operation of the Company was stood at INR 12,326.12 Lakh as against that of INR 11,778.82 Lakh for previous year. Revenue from operation of the Company was increased by 4.65% over previous year.

Profit before Tax for the financial year 2025-26 stood at INR 1,228.70 Lakh as against that of INR 1,467.66 Lakh making the net profit of INR 875.94 Lakh for the financial year 2025-26 as against the net profit of INR 1,095.21 Lakh for the financial year 2024-25.

During the year under review, the export sales of the Company were decreased by 10.01%, whereas domestic sales of the Company were increased by 20.96% than that of respective for previous year.

On Consolidated Basis

The consolidated revenue from operation of the Company for financial year 2025-26 stood at INR 13,439.12 Lakh as against that of INR 11,625.12 Lakh for previous year. The consolidated net profit after tax (after adjustment of minority interest) for the financial year 2025-26 was stood at INR 726.64 Lakh as compared to INR 874.03 Lakh for the previous financial year 2024-25.

Despite increase of 15.60% in consolidated revenue from operation for the FY 2025-26, the Company has reported decrease of 16.86% in consolidated net profit after tax as compared to the previous financial year 2024-25. The decrease in profit after tax was due to increase in raw material costs.

2 I SHISH INDUSTRIES LIMITED

FINANCIAL STATEMENTS

The audited financial statements of the Company drawn up both on standalone and consolidated basis, for the financial year ended March 31, 2026, 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 2025-26 (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.

ACQUISITION

On June 25, 2025, the Company acquired 65000 equity shares of face value INR 10.00 each aggregating to INR 6.50 Lakh in Shish Advanced Composites Private Limited (SACPL). SACPL is engaged in the design, development, manufacture, trading, import and export of advanced composite materials, components, assemblies, tooling, and related products using carbon fiber, glass fiber, aramid, hybrid prepregs, adhesives, honeycomb, foam, epoxy, polyurethane, and other advanced material technologies. Post the acquisition, the Companys equity stake in SACPL is 65.00%, making it a subsidiary 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 at the Extra ordinary General meeting held on January 22, 2026, the authorized share capital of the Company had been subdivided from INR 4,000.00 Lakh divided into 400000000 Equity Shares of INR 1.00/- each to INR 5,300.00 Lakh divided into 530000000 Equity Shares of INR 1.00/- each.

The Authorized share Capital of the Company, as at closure of financial year 2025-26, was INR 5,300.00 Lakh divided into 530000000 Equity Shares of INR 1.00/- each.

Issued, Subscribed & Paid-up Capital

During the year under review, 1) 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 AudioVisual Means (“OaVM”), the Company had allotted 2434100 Equity Shares of INR 1.00 each pursuant to conversion of 243410 warrants such that each warrant was converted into 10 Equity shares of INR 1.00 each and 2) vide Special Resolutions passed by the Members at their Extra Ordinary General Meeting 01/2025-26 held on January 22, 2026, through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”), the Company had allotted 40000040 Equity Shares of Rupee 1/- each at an issue price of Rupees 12.00 per Equity share and 81142550 Fully Convertible Equity Warrants (“Warrants”), each convertible into, or exchangeable for, 1 (One) fully paid-up equity share of the Company of face value INR 1.00 (Rupee One only), at an issue price of INR 12.00 per Warrant.

Issued, Subscribed & Paid-up share Capital of the Company, after Preferential issue, as at closure of financial year 2025-26, was INR 4,219.51 Lakh divided into 421950590 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 of warrants	Date of Board of Directors meeting in which issue was approved: 22/12/2025;
	Date of shareholders approval: 22/01/2026
	Date of allotment: 26/02/2026
Number of warrants	81142550
Whether the issue of warrants was by way of preferential allotment, private placement, public issue	Preferential Allotment of Fully Convertible Equity Warrants
Issue price	INR 12.00
Maturity date	August 25, 2027
Amount raised, specifically stating as to whether twenty five percent of the consideration has been collected upfront from the holders of the warrants	During the financial year 2025-26, the Company has raised amount of INR 2,434.28 Lakh till the date of this report for allotment of warrants.
	Company hereby confirms that amount of INR 3.00 (Rupees Three Only) i.e. amount equivalent to 25% of the Warrant Issue Price has been collected upfront from the holders of the warrants as upfront payment (“Warrant Subscription Price”)
Terms and conditions of warrants including conversion terms	Key Terms of the Warrants
	o Each warrant is convertible into one fully paid-up equity share of face value INR 1.00 each.
	o Warrants and resultant equity shares will be issued in dematerialized form only.
	o The warrant holder shall pay 25% of the issue price (INR 3.00 per warrant) at the time of subscription and allotment of warrants.
	o The warrant holder is entitled to convert the warrants into equity shares within 18 months from the date of allotment.
	o Upon receipt of the conversion notice and balance consideration, the Company shall allot the corresponding equity shares without requiring any further shareholders approval.
	o If the warrant holder does not exercise the conversion option within 18 months from the date of allotment, the conversion right shall lapse.
	o Any amount already paid (including the 25% upfront payment) shall be forfeited by the Company.
	o Equity shares issued upon conversion shall rank pari passu with the existing equity shares of the Company in all respects, including Voting rights, Dividend entitlement, Other shareholder rights
	o Warrants and the equity shares arising from their conversion shall be subject to the lock-in provisions prescribed under Chapter V of the SEBI (ICDR) Regulations, 2018.
	o Any pre-preferential shareholding of the allottees, if applicable, shall also be subject to the prescribed lock-in requirements.
	o The issue is subject to the provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, the Companies Act, 2013, and other applicable laws.

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, 2026, 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 May 5, 2025, June 6, 2025, June 17, 2025, August 12, 2025, September 5, 2025, November 9, 2025, November 10, 2025, November 14, 2025, December 22, 2025, January 6, 2026, January 30, 2026, February 12, 2026, February 26, 2026 and March 5, 2026.

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 NonPromoter 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 5, 2026 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 2026-27. 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. Nareshkumar Parshottambhai Lakhani (DIN: 09023300) had been reappointed as Non-Promoter Non-Executive Independent Director w.e.f. January 8, 2026 for a second term of 5 (five) consecutive years vide Special resolution passed through Postal ballot by the Members of the Company on March 16, 2026 through Video Conferencing (“VC”) / Other AudioVisual Means (“OAVM”). In the opinion of the Board, Mr. Nareshkumar Parshottambhai Lakhani (DIN: 09023300) is 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.

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

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Satishkumar Dayabhai Maniya (DIN 02529191), Chairman and Managing Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re-appointment as such and seeks re-appointment. The Board of Directors recommends his 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 Nineth 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. Nishit Rameshbhai Lakhani as Chief Financial Officer of the Company (till 06-06-2025) 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 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, 2026, 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 31,2026 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, 2026, 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 5, 2025 and March 5, 2026 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/investors Data/Co rporate- 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 2025-26 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, 2026.

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+certifictae+ESOP+2025-26.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+F.Y.+2025-26.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+2025-26.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 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 for the financial year 2025-26 is provided as follows:

Issue proceeds raised during the FY 2025-26	Modified Object, if anyl	Original Allocation (INR in Lakh)	Modified allocation, if any*	Funds Utilized (INR in Lakh)	Amount of Deviation / Variation
Investment in Interstar Polyfab Private Limited	--	800.00	No	334.40	--
Investment in Shish Advanced Composites Private Limited	--	1,800.00	No	131.03	--
Investment in other Entity(ies)	--	1,500.00	1,300.00	1,300.00	--
Capital Expenditure	--	1,600.00	No	85.36	--
Working Capital Requirements	--	5,600.00	No	1,878.51	--
General Corporate Purposes	--	3,587.11	3,437.11	2,500.00	--

* (Due to non-allotment of Preferential issue of convertible warrants)

Issue proceeds raised during the FY 2024-25	Modified Object, if any	Original Allocation (INR in Lakh)	Modified allocation, if any	Funds Utilized (INR in Lakh)	Amount of Deviation / Variation
To augment Companys capital base, to meet 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		3,810.22		3,810.22

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, 2026. The company had obtained loan of INR 387.00 Lakh from Mr. Satishkumar Dayabhai Maniya (DIN 02529191) Chairman and Managing Director of the Company during the year.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy -

i.) The steps taken or impact on conservation of energy:

The Company and its subsidiary had successfully installed a 2.8 MW rooftop solar power system at manufacturing facility in Surat. This installation meets over 40% of total electricity needs, marking a pivotal milestone in the journey toward renewable energy integration and Companys mission to combat global warming.

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: Not applicable

b. The year of import: Not applicable

c. Whether the technology has been fully absorbed: Not

applicable

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. 2025-26	F.Y. 2024-25
1.	Exports of Goods calculated on F.O.B. basis	5,582.36	6,203.56

ii.) Details of Foreign Exchange Expenditure

(INR in Lakh)

Sr. No.	Particulars	F.Y. 2025-26	F.Y. 2024-25
1.	Import of Raw Material / Goods	0.00	7.46

MAINTENANCE OF COST RECORDS

In terms of Section 148 of the Companies Act, 2013, the Company is required to maintain cost records and have the audit of its cost records conducted by a Cost Accountant. Cost records are prepared and maintained by the Company as required under Section 148(1) of the Companies Act, 2013.

The Board of Directors of the Company has, on the recommendation of the Audit Committee, approved the appointment of M/s. V.M. Patel & Associates, Cost Accountant (having Firm Registration No. 101519) for the year ending March 31,2027. M/s. V.M. Patel & Associates, Cost Accountant have vast experience in the field of cost audit.

In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, as amended, the remuneration of INR 0.50 lakh plus applicable taxes and reimbursement of out-of-pocket expenses payable to the Cost Auditors for conducting cost audit of the Company for FY2026-27 as recommended by the Audit Committee and approved by the Board has to be ratified by the Members of the Company. The same is placed for ratification of Members and forms part of the Notice of the ensuing AGM scheduled to be held on Wednesday, September 30, 2026.

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

Particulars of loans, guarantees given and investments made during FY2025-26 in accordance with Section 186 of the Companies Act, 2013 is provided in Financial Statements.

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.

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 162.55 Lakh during financial year 2025-26. The Profit Before Tax stood at INR 38.36 Lakh making net profit for financial year 2025-26 of INR 38.73 Lakh. Shish Polylam Private Limited has not declared any dividend for Financial Year 2025-26. The annual accounts of Shish Polylam Private Limited has been consolidated with the accounts of the Company for Financial Year 2025-26.

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 1,246.31 Lakh during financial year 2025-26. The profit before tax stood at INR 84.50 Lakh making net profit for financial year 2025-26 of INR 82.61 Lakh. GreenEnergy International INC has not declared any dividend for Financial Year 2025-26. The converted rupees annual accounts of GreenEnergy International INC have been consolidated with the accounts of the Company for Financial Year 2025-26.

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 36.10 Lakh during financial year 2025-26. The loss before tax stood at INR 35.84 Lakh making net loss for financial year 2025-26 of INR 35.87 Lakh. Shish Global Solutions Private Limited has not declared any dividend for Financial Year 2025-26. The annual accounts of Shish Global Solutions Private Limited have been consolidated with the accounts of the Company for Financial Year 2025-26.

Dunnage Bag Private Limited - Wholly owned subsidiary of the Company 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 of Dunnage Bag Private Limited has been made to leverage the growth opportunities in the segment of Dunnage Bags. Dunnage Bag Private Limited achieved turnover of INR 414.52 Lakh during financial year 2025-26. The profit before tax stood at INR 54.55 Lakh making net profit for financial year 2025-26 of INR 45.01 Lakh. Dunnage Bag Private Limited has not declared any dividend for Financial Year 2025-26. The annual accounts of Dunnage Bag Private Limited have been consolidated with the accounts of the Company for Financial Year 2025-26.

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 712.53 Lakh during financial year 2025-26. The loss before tax stood at INR 230.88 Lakh making net loss for financial year 2025-26 of INR 227.04 Lakh. Interstar Polyfab Private Limited has not declared any dividend for Financial Year 2025-26. The annual accounts of Interstar Polyfab Private Limited have been consolidated with the accounts of the Company for Financial Year 2025-26.

Shish Advanced Composites Private Limited specializes in advanced composite engineering and manufacturing, including the design, development, production, and trading of composite components, assemblies, tooling, and related materials for industrial and commercial applications. Shish Advanced Composites Private Limited has not achieved any turnover in FY 2025-26 or FY 2024-25. The loss before tax stood at INR 243.64 Lakh making net loss for financial year 202526 of INR 243.68 Lakh Shish Advanced Composites Private Limited has not declared any dividend for Financial Year 2025-26. The annual accounts of Shish Advanced Composites Private Limited have been consolidated with the accounts of the Company for Financial Year 2025-26.

During the financial year 2025-26, 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

In terms of Regulation 24A read with other applicable provisions of the SEBI Listing Regulations and applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing from FY2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the SEBI Listing Regulations.

Based on the recommendation of the Audit Committee and the Board, the Shareholders of the Company, at the AGM held on September 30, 2025, approved the appointment of M/s ALAP & Co. LLP Practicing Company Secretaries (FRN: L2023GJ013900) (ALAP), as the secretarial auditors of the Company for a period of five years, for conducting secretarial audit of the Company for the period beginning from FY2025-26 through FY2029-30. The Report by the Secretarial Auditors of the Company issued by ALAP is annexed to this Report as Annexure - G - 1. There is one comment in the secretarial audit report that “the company has not appointed Chief financial Officer for the period 07/06/2025 to 31/03/2026” The management response to the said comment is “The Management has taken note of the observation made by the Secretarial Auditor regarding the non-appointment of the Chief Financial Officer (CFO) of the Company for the period from 07 June 2025 to 31 March 2026.

The position of Chief Financial Officer continues to remain vacant. The Company is in the process of identifying and appointing a suitable and qualified person for the position of Chief Financial Officer and is taking necessary steps to complete the appointment at the earliest.

The Management has also taken note of the applicable statutory and regulatory requirements and is committed to ensuring compliance with the provisions relating to the appointment of Key Managerial Personnel.

The Annual Secretarial Compliance Report for the financial year ended March 31, 2026 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 reenactments) 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 2025-26 are annexed to this Report as an Annexure - G - 3.

REPORTING OF FRAUD

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, the details of which need to be mentioned in the Boards Report.

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 during the year 2025-26	Nil
Number of such complaints disposed off during the year 2025-26	Nil
Number of cases pending for more than ninety days during the year 2025-26	Nil

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 preclearance 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.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUNDS (IEPF)

During the financial year 2026-27, your Company is not required to transfer any unclaimed and un-paid dividends to IEPF.

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.

SUCCESSION PLAN

Your Company has an effective mechanism for succession planning which focuses on orderly succession of Directors, Key Management Personnel and Senior Management. The Nomination and Remuneration Committee implements this mechanism in concurrence with the Board.

CYBER SECURITY

During the year under review, your Company did not face any incidents or breaches or loss of data breaches in Cyber Security.

MONITORING AGENCY REPORT

The Company has raised funds through the issue of securities during the relevant period and has appointed Brickwork Ratings India Private Limited as the Monitoring Agency for monitoring the utilisation of the proceeds of the issue.

The Monitoring Agency has been monitoring the utilisation of the proceeds in accordance with the objects stated in the relevant offer document and applicable regulatory requirements. The reports of the Monitoring Agency, as received by the Company, have been placed before the Audit Committee and the Board of Directors for their consideration.

Based on the Monitoring Agencys reports and the review undertaken by the Audit Committee and the Board, the proceeds of the issue have been utilised for the purposes for which they were raised, except for such amounts, if any, which remain unutilised and are proposed to be utilised for the respective objects in accordance with the terms of the issue.

During the year under review, there were no material deviations or variations in the utilisation of the proceeds from the objects stated in the offer document. The Company continues to monitor the utilisation of the issue proceeds and ensure that the same is in accordance with the objects of the issue and applicable regulatory requirements.

The Monitoring Agencys reports and related disclosures are also made available in accordance with the applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

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.

Nitaben Maniya	Satishkumar Maniya
Executive Director	Chairman and Managing Director
DIN 07740523	DIN 02529191