Shiva Global Agro Industries Ltd Directors Report

To the Members of the Shiva Global Agro Industries Limited

The Board of Directors of your Company has pleasure in presenting the 34th Annual Report on the operational and business performance of the Company together with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2026.

Financial Highlights:

Particulars	Consolidated 2025-26	Consolidated 2024-25	Standalone 2025-26	Standalone 2024-25
Income:
From Operations	27,525.46	37,992.85	9,002.35	8,603.70
Other	132.28	112.80	59.03	42.54
Total	27,657.73	38,105.65	9,061.37	8,646.25
Profit:
Profit Before Interest, Taxation, Depreciation And Amortisation	834.73	402.49	-38.85	62.77
Less: Interest	296.71	779.54	213.62	284.34
Less: Depreciation	188.94	232.84	108.20	111.74
Profit/(loss) before exceptional items and tax	349.08	-609.89	-360.68	-333.31
Exceptional items (income)	0.00	-887.88	0.00	-887.88
Profit Before Tax	349.08	277.99	-360.68	554.58
Less: Provision for Tax (Including Deferred Tax)	88.34	255.62	-92.69	-85.76
Profit After Tax	260.74	22.37	-267.99	640.34

1. REVIEW OF OPERATIONS

Standalone Numbers:

On a standalone basis, income from operations increased from 8,603.70 Lakhs in F.Y. 2024-25 to 9,002.35 Lakhs in F.Y. 2025-26, representing an increase of approximately 4.63%. Other income also increased from 42.54 Lakhs to 59.03 Lakhs. Accordingly, total income increased from 8,646.25 Lakhs to 9,061.37 Lakhs, registering growth of approximately 4.80%.

Profit before interest, taxation, depreciation and amortisation (EBITDA) declined from 62.77 Lakhs in F.Y. 2024-25 to a loss of 38.85 Lakhs during F.Y. 2025-26. This represents a significant pressure on margins and operating costs during the year.

Interest expenditure decreased from 284.34 Lakhs to 213.62 Lakhs, while depreciation remained broadly stable at 108.20 Lakhs as compared with 111.74 Lakhs in the previous year. Consequently, the Company reported a loss before exceptional items and tax of 360.68 Lakhs during F.Y. 2025-26 as against a loss of 333.31 Lakhs in F.Y. 2024-25.

The previous year included exceptional income of 887.88 Lakhs, resulting in profit before tax of 554.57 Lakhs. During F.Y. 2025-26 the Company reported a loss before tax of 360.68 Lakhs.

The Company reported a loss after tax of 267.99 Lakhs for F.Y. 2025-26 as against a profit after tax of 640.34 Lakhs in the previous financial year.

SHIVA GLOBAL AGRO INDUSTRIES LIMITED ANNUAL REPORT 2025-26

Transfer to Reserves:

During the financial year 2025-26, the company did not transfer any profit to its general reserves.

Consolidated Numbers:

On a consolidated basis, income from operations stood at 27,525.46 Lakhs during F.Y. 2025-26 as against 37,992.85 Lakhs in F.Y. 2024-25, representing a decline of approximately 27.55%. Other income increased from 112.80 Lakhs to 132.28 Lakhs. Consequently, total income decreased from 38,105.65 Lakhs in the previous year to 27,657.73 Lakhs during the year under review, a decline of approximately 27.42%.

Profit before interest, taxation, depreciation and amortisation (EBITDA) increased substantially from 402.49 Lakhs in F.Y. 2024-25 to 834.73 Lakhs in F.Y. 2025-26. Accordingly, the EBITDA margin increased reflecting better operating profitability during the year.

Interest cost decreased significantly from 779.54 Lakhs to 296.71 Lakhs, while depreciation decreased from 232.84 Lakhs to 188.94 Lakhs. As a result, profit before exceptional items and tax stood at 349.08 Lakhs, as compared with loss of 609.89 Lakhs in the previous year.

The previous year included exceptional income of 887.88 Lakhs, which resulted in profit before tax of 277.99 Lakhs after considering the exceptional item. During the year under review, profit before tax stood at 349.08 Lakhs.

After provision for tax, the Group recorded a profit after tax of 260.74 Lakhs for F.Y. 2025-26 as against 22.37 Lakhs in F.Y. 2024-25. Thus, despite the decline in revenue, the Group reported a significant improvement in net profit.

The year-on-year consolidated revenue comparison is also affected by the divestment of Shiva-Parvati Poultry Feed Private Limited and Ghatprabha Fertilizers Private Limited during F.Y. 2024-25; accordingly, the comparative consolidated figures are not fully comparable.

Overall Assessment

The financial year under review witnessed a challenging operating environment at the consolidated level, with a substantial reduction in revenue, while operating profitability improved significantly. At the standalone level, although revenue registered moderate growth, profitability was adversely affected by the significant decline in operating margins. The reduction in interest costs provided some support to profitability.

The management continues to focus on improving operational efficiency, strengthening margins, optimising costs and enhancing the utilisation of available resources. The Company remains committed to improving its operating performance and profitability in the coming financial year.

Economic and Business Environment

The global economic environment, during F.Y. 2025-26, remained challenging amid heightened geopolitical uncertainties and a moderation in economic activity. Global growth remained below long-term historical averages, reflecting the cumulative impact of successive shocks, tighter financial conditions and increasing trade fragmentation. Rising protectionism, particularly in major economies, accelerated supply-chain diversification and localisation trends, while inflationary pressures moderated. However, central banks, including the US Federal Reserve, continued to adopt a cautious approach, with relatively elevated interest rates affecting global liquidity and capital flows.

The rapid adoption of artificial intelligence emerged as an important driver of investment and productivity across sectors. Commodity markets remained broadly stable, although fertilizer inputs and energy prices witnessed firm trends, particularly towards the latter part of the year amid escalating geopolitical tensions. Going forward, continued geopolitical developments, particularly in the Middle East, are expected to contribute to volatility in energy and freight markets and may influence the pace of monetary easing and global economic growth.

The Indian economy continued to demonstrate strong resilience and maintained its position among the fastest-growing major economies. Real GDP growth for F.Y. 2025-26 is estimated at 7.7%, compared with 7.1% in F.Y. 2024-25, supported largely by robust domestic demand, improving household purchasing power and consumer sentiment.

Monetary conditions remained supportive during the year, with the Reserve Bank of India adopting an accommodative approach while balancing growth and inflation objectives. Headline consumer price inflation moderated significantly, supported by easing food prices, favourable weather conditions and improved agricultural output. The foreign exchange market, however, remained subject to global volatility, with the Reserve Bank of India continuing to take measures to maintain orderly market conditions.

Economic growth was further supported by continued structural reforms and policy initiatives, including rationalisation and simplification of the Goods and Services Tax framework, progress towards implementation of the labour codes and Production Linked Incentive schemes for critical sectors. The policy focus on energy transition also strengthened, with continued emphasis on green hydrogen, renewable energy capacity expansion and development of energy storage infrastructure.

Overall, while global uncertainties and geopolitical developments continue to pose challenges, Indias strong domestic demand, policy support, structural reforms and resilient economic fundamentals provide a favourable foundation for sustained economic growth.

Considering Agriculture Scenario, Indian agriculture witnessed moderate growth during F.Y. 2025-26, with the sector expected to grow by around 3.0%, compared with 4.2% in F.Y. 2024-25. Above-normal monsoon rainfall supported higher Kharif and Rabi sowing, while foodgrain production is estimated to reach around 377 million tonnes, registering growth of approximately 5%.

Government support through income assistance, assured procurement, crop insurance, irrigation development and rural credit continued to strengthen farm incomes and rural demand. The sector is also undergoing structural changes, with increasing focus on horticulture, pulses and oilseeds, technology adoption, mechanisation and sustainable nutrient management. These trends are expected to support agricultural productivity, resilience and long-term growth.

2. PERFORMANCE REVIEW:

The year witnessed subdued consumption demand and a significant increase in raw material prices, particularly during the second half, resulting in heightened cost pressures across the value chain. Despite these challenges, the Company maintained operational agility and disciplined execution, enabling it to navigate the challenging environment effectively and continue to strengthen its position in the agri-solutions sector.

During F.Y. 2025-26, the Company and the Group operated in a challenging business environment. While the standalone business recorded a modest growth in revenue, profitability was adversely affected by higher input and operating costs. At the consolidated level, the Group witnessed a decline in revenue; however, significant improvement in cost and finance-cost management enabled the Group to return to profitability before exceptional items.

F.Y. 2025-26 was a year of mixed performance for the Company and the Group. The standalone business recorded moderate revenue growth but continued to face pressure on operating margins, resulting in a standalone loss for the year. At the consolidated level, however, the Group achieved a significant turnaround in operating performance, moving from a loss before exceptional items and tax of ?6.10 crore in the previous year to a profit of ?3.49 crore during the year under review.

The substantial reduction in finance costs, together with lower employee costs and other operating expenses at the consolidated level, contributed positively to the improvement in profitability. The exceptional gain recorded in the previous year arose from the sale of two subsidiary companies and, therefore, does not form part of the recurring operating performance of the Group.

The management remains focused on improving the profitability of the standalone operations through better cost management, operational efficiency, improved margins and optimisation of working capital. At the Group level, continued focus will be placed on strengthening the core businesses, improving operational efficiency and ensuring sustainable and profitable growth.

Production & Sales Summary:

(Quantity in Metric Tons)

Particulars	2026	2025
Production:
SSP	38,658	34,814
NPK	14,560	8,490
Other	1,960	800
Total	55,178	44,104
Sales:
SSP	35,271	38,474
NPK	12,713	9,684
Other	1,897	771
Total	49,881	48,929

3. FINANCE & CREDIT RATINGS

During the year, the Company successfully reduced its finance cost to 213.62 Lakhs, down from 284.34 Lakhs in F.Y. 2024-25. This was achieved through efficient cash flow management and judicious use of credit facilities. Adequate liquidity was maintained throughout the year, supported by strong banking relationships, ensuring overall financial stability.

Credit Ratings: During the financial year ended March 31, 2026, the Company did not have any outstanding debt instruments or other schemes requiring credit rating. Accordingly, no credit ratings were obtained during the year.

4. DIVIDEND:

The Board of Directors of your company, after considering holistically the relevant circumstances and keeping in view the companys dividend distribution policy, has decided that it would be prudent, not to recommend any Dividend for the year under review. The Dividend Distribution Policy is available on the website of the Company at https://www.shivaagro.org/a_gp.html

5. CONSOLIDATED FINANCIAL RESULTS:

The consolidated financial statements, which are prepared in accordance with the provisions of the Companies Act, 2013 and the relevant accounting standards, forms part of this Annual Report. As required under the provisions of the Companies Act, 2013, a statement showing the salient features of the financial statements of the subsidiaries, associates and joint ventures is enclosed as Annexure A to this Report.

The financial statements of the subsidiary companies will be made available to the members of the Company on request and will also be kept for inspection at the Registered Office of the Company.

6. SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY:

As on March 31, 2026, the subsidiary, Shrinivasa Agro Foods Private Limited, in which the company holds a 51.00% equity stake reported a total turnover of 18,598.49 Lakhs and a Profit After Tax of 534.58 Lakhs for the financial year. During the year under review, the Company did not have any Joint Ventures or Associate Companies.

7. RISK MANAGEMENT POLICY:

The Company has formulated a Risk Management Policy, under which various risks associated with the business operations are identified and risk mitigation plans have been put in place, details of which are set out in the Management Discussion and Analysis Report. The Company has in place a Risk Management framework to identify, evaluate business risks and challenges across the Company both at corporate level as also separately for each business division.

8. ADEQUACY OF INTERNAL FINANCIAL CONTROLS AND COMPLIANCE WITH LAWS:

During the year, the Company undertook a comprehensive review of its Internal Financial Control systems and continued to strengthen its framework in line with the requirements of Section 134(5) of the Companies Act. The Company maintains adequate internal controls, commensurate with the nature and scale of its operations, to safeguard its assets, ensure the reliability of financial transactions through proper checks and balances, comply with applicable statutes, adhere to accounting policies and approval procedures, and optimise the utilisation of available resources. These systems are regularly reviewed and enhanced as necessary.

A robust budgetary control mechanism is in place to monitor revenue and expenditure against approved budgets on an ongoing basis. The Companys dedicated internal audit function evaluates the adequacy and effectiveness of internal controls and systems across all key process areas. Any deviations identified are periodically reviewed, and corrective measures are implemented promptly. Significant audit observations, along with recommendations and implementation status, are reviewed by the Audit Committee, with any concerns escalated to the Board.

Based on managements assessment and the evaluation of results, the Board of Directors is of the opinion that the Companys Internal Financial Control systems were adequate and operating effectively as on 31st March 2026.

No instances of fraud requiring the reporting of material misstatements in the Companys operations were identified during the year. Furthermore, there has been no communication from regulatory authorities regarding non-compliance or deficiencies in financial reporting practices.

9. RELATED PARTY TRANSACTIONS:

There are no materially significant Related Party Transactions made by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interests of the Company at large.

All related party transactions were placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee was obtained for the transactions which are foreseen and are repetitive in nature. The related party transactions entered into by the Company are reviewed by Statutory Auditors to confirm that they were in the ordinary course of business and at arms length basis. Related party transactions entered during the financial year under review are disclosed in Notes to the financial statements of the Company for the financial year ended March 31, 2026. The Policy on Related Party Transaction is available on the Companys website at https://www.shivaagro.org/a_gp.html.

None of the Directors had any pecuniary relationship or transactions with the Company, except the payments made to non-executive independent directors in the form of sitting fee.

10. AUDITORS:

I. STATUTORY AUDITORS

M/s. Falor Jhavar Khatod & Co., Chartered Accountants (Firm Registration No. 104223W), were appointed as the Statutory Auditors of the Company for a period of five consecutive years from the conclusion of the 29th Annual General Meeting until the conclusion of the 34th Annual General Meeting, in accordance with the provisions of Section 139 and other applicable provisions of the Companies Act, 2013.

The present term of M/s. Falor Jhavar Khatod & Co., as Statutory Auditors of the Company expires at the conclusion of the ensuing 34th Annual General Meeting. Based on the recommendation of the Audit Committee, the Board of Directors, at its meeting held on May 30, 2026, has recommended the re-appointment of M/s. Falor Jhavar Khatod & Co., Chartered Accountants (Firm Registration No. 104223W), as the Statutory Auditors of the Company, for a further period of five consecutive years, to hold office from the conclusion of this Annual General Meeting until the conclusion of the 39th Annual General Meeting, subject to the approval of the Members.

The Audit Committee and the Board of Directors, after considering the eligibility, qualifications, experience, expertise, performance, independence and other relevant factors, are of the opinion that M/s. Falor Jhavar Khatod & Co., possesses the requisite qualifications, experience and expertise commensurate with the size, scale and requirements of the Company and is eligible for re-appointment as Statutory Auditors of the Company.

Pursuant to Regulation 33 of the Listing Regulations, Falor Jhavar Khatod & Co. have confirmed that they possess a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report given by Falor Jhavar Khatod & Co., on the financial statements of the Company for the year ended March 31, 2026 forms part of the Annual Report. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors had not reported any matter under Section 143(12) of the Act, therefore no disclosure is required in terms of Section 134(3)(ca) of the Act.

II. COST AUDITORS

Pursuant to Section 148 of the Act read with the Companies (Cost Records and Audit) Rules, 2014 and amendments thereof, the Company is required to maintain cost accounting records in respect of its certain products and accordingly such accounts and records are made and maintained in the prescribed manner. Further, the cost accounting records maintained by the Company are required to be audited.

For the financial year 2025-26, Mr. Jayant B. Galande served as the Cost Auditor. Based on the Audit Committees recommendation, the Board has re-appointed Mr. Jayant B. Galande, Cost Accountant, to audit the Companys cost records for the financial year 2026-27.

The Act mandates that the remuneration payable to the Cost Auditor is ratified by the shareholders. Accordingly, a resolution seeking the shareholders ratification of the remuneration payable to the Cost Auditor for the F.Y. 2026-27 is included in the Notice convening the 34th Annual General Meeting. During the year, the Company filed the Cost Audit Report for the financial year 2024-25 with the Ministry of Corporate Affairs within the prescribed time limit.

M/s. H. S. Nijher & Associates, Company Secretaries, holding Certificate of Practice No. 16462 and being a Peer Reviewed Practice Unit under the applicable provisions, were appointed as the Secretarial Auditors of the Company for a term of five consecutive years, commencing from the conclusion of the 33rd Annual General Meeting ("AGM") and continuing until the conclusion of the 38th AGM to be held in the year 2030, in accordance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations").

Pursuant to Section 204 of the Companies Act, 2013, read with the applicable rules made thereunder and Regulation 24A of the Listing Regulations, the Secretarial Audit Report of the Company for the financial year ended March 31, 2026, issued by M/s. H. S. Nijher & Associates, was placed before the Board of Directors at its meeting held on May 30, 2026. The said Secretarial Audit Report, in Form No. MR-3, is enclosed as Annexure B to this Report and forms an integral part thereof.

The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer. Accordingly, no explanation or clarification by the Board is required in respect of any qualification, observation or other remark contained in the said Report.

Further, pursuant to Regulation 24A of the Listing Regulations, every listed entity and its material unlisted subsidiaries incorporated in India are required to undertake Secretarial Audit by a Secretarial Auditor who is a Peer Reviewed Company Secretary and the Secretarial Audit Report is required to be annexed to the Annual Report of the listed entity.

Accordingly, the Secretarial Audit Report of the Companys material unlisted subsidiary, Shrinivasa Agro Foods Private Limited, for the financial year ended March 31, 2026, is enclosed as Annexure C to this Report and forms an integral part thereof. The said Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.

11. BOARD, COMMITTEES OF THE BOARD & OTHER INFORMATION:

I. DIRECTORS

Your Company is managed and controlled by a Board comprising an optimum blend of Executive & Non-executive Directors. As on March 31, 2026, the Board of Directors comprised of six Directors consisting of Executive and Non-executive Directors. Out of six, three are Independent Directors including one Woman Director.

The composition of the Board is in conformity with Regulation 17 of Listing Regulations and the relevant provisions of the Act. The Directors possess requisite qualifications and experience in general corporate management, strategy, finance, engineering, information technology and other allied fields which enable them to contribute effectively to the Company in their capacity as Directors of the Company. Certificate of non-disqualification of directors duly issued by secretarial auditors is attached as annexure to Corporate Governance report.

In accordance with Section 152 of the Companies Act 2013, Mr. Omprakash K. Gilda (DIN: 01655503) Managing Director (Executive), retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mr. Rajesh K. Agrawal and Mr. Prakash N. Nihalani, Non-Executive Independent Directors of the Company, have completed their first term of five consecutive years on August 13, 2026. In accordance with Section 149(10) of the Companies Act, 2013, the Board has proposed their re-appointment as Independent Directors for a further term of five consecutive years starting from August 14, 2026 to August 13, 2031, subject to the approval of the members by way of Special Resolution at the ensuing 34th Annual General Meeting.

The details of the board of directors and Committees are provided in the Corporate Governance section of this Report.

II. NUMBER OF BOARD MEETINGS

A calendar of meetings is prepared and circulated in advance to the Directors. During the year 2025-26, Four Board Meetings were held, the details of which are given in the Report on Corporate Governance.

III. INDEPENDENT DIRECTORS & THEIR DECLARATION OF INDEPENDENCE

As on March 31, 2026, the Independent Directors of the Company included Mrs. Jayashree L. Maniyar, Mr. Rajesh K. Agrawal and Mr. Prakash N. Nihalani. All the Independent Directors of the Company have furnished the necessary declaration in terms of Section 149(7) of the Companies Act, 2013 and under Regulation 25(8) of the Listing Regulations, affirming that they meet the criteria of independence as stipulated thereunder.

In the opinion of the Board, all the Independent Directors have the integrity, expertise and experience, including the proficiency required effectively discharge their roles and responsibilities in directing and guiding the affairs of the Company.

IV. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Company has an ongoing familarization programme for all Independent Directors with regard to their roles, duties, rights, responsibilities, nature of the industry in which the Company operates, the business model of the Company, etc.

On their appointment, Independent Directors are familiarized about the Companys operations and businesses. Interaction with the Business Heads and key executives of the Company is also facilitated. Detailed presentations on the business of each of the divisions are also made to the directors. Direct meetings with the chairman and the managing director are further facilitated for the new appointee to familiarize him/her about the Company/its businesses and the group practices.

The role, rights, duties and responsibilities of Independent Directors have been incorporated in the Letters of Appointment issued to them. The amendments/updates in statutory provisions are informed from time to time. The details of familiarisation programme as above are also disclosed on the Companys website at https://www.shivaagro.org/a_gp.html

V. REMUNERATION POLICY:

On the recommendation of the Nomination and Remuneration Committee, the Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. Salient features of the Remuneration Policy are set out in the Corporate Governance Report. The Remuneration Policy is available on the Companys website at https://www.shivaagro.org/a_gp.html

VI. PERFORMANCE EVALUATION OF BOARD, ITS COMMITTEES AND DIRECTORS:

In accordance with the provisions of Section 134 of the Act and Regulation 17 of the Listing Regulations, the Board has carried out evaluation of its own performance, the performance of Committees of the Board, namely, Audit Committee, Stakeholders Relationship Committee, and Nomination & Remuneration Committee and also the Directors individually. The manner of evaluation of performance and the process adopted for this purpose are explained in the Corporate Governance Report.

VII. AUDIT COMMITTEE

As on March 31, 2026, the Audit Committee comprised of Mr. Rajesh K. Agrawal, Chairperson, Mrs. Jayashree L. Maniyar, Member and Mr. Deepak Maliwal, Member. During the year, Four Audit Committee Meetings were held, the details of which are provided in the Corporate Governance Report, which is a part of this Annual Report. During the year, all the recommendations made by the Audit Committee were accepted by the Board.

VIII. DIRECTORS RESPONSIBILITY STATEMENT

As required pursuant to the provisions of Section 134(3)(c) and 134(5) of the Act, the Directors Responsibility Statement is enclosed as Annexure D to this Report and forms part of the Report.

12. KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 203 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Omprakash K. Gilda, Managing Director (Executive), Mr. Umesh O. Bang, Chief Financial Officer and Mrs. Rashmi G. Agrawal, Company Secretary are the Key Managerial Personnel (KMP) of the Company.

13. POLICY ON PREVENTION, PROHIBITION & REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE:

In line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place Prevention of Sexual Harassment Policy. An Internal Compliance Committee has been set up to redress complaints received regarding sexual harassment. All employees are covered under this Policy. During the financial year 2025-26, no incidents of sexual harassment were reported.

14. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Sections 177(9) and (10) of the Companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism through a Whistle Blower Policy. The details of the said Policy are disclosed in the Annual Report in accordance with Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The Audit Committee has reviewed the functioning of whistle blower mechanism of the Company and found the same satisfactory. A copy of the Whistle Blower Policy is available on the website of the Company at www.shivaagro.org/a_gp.html

15. CORPORATE GOVERNANCE:

The Company is committed to maintain the highest standards of Corporate Governance. As stipulated under the Listing Regulations, the Report on Corporate Governance is appended as Annexure F to this Report. The requisite certificate from the Auditor confirming compliance with the conditions of Corporate Governance by the Company is also attached to the Report on Corporate Governance.

16. COMPLIANCE WITH THE MATERNITY BENEFITS ACT, 1961:

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including the grant of paid maternity leave of up to 26 weeks to eligible employees, provision of nursing breaks, availability of creche facilities, and safeguarding employees against dismissal during maternity leave. In addition, the Company has adopted women-centric policies that provide enhanced benefits, including extension of maternity leave, flexible working arrangements, and nanny support for women employees.

17. MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis, highlighting the industry structure and developments, opportunities and threats, future outlook, risks and concerns, etc., is provided separately and forms part of the Directors Report.

18. CORPORATE SOCIAL RESPONSIBILITY:

The Shiva Group, guided by its long-standing tradition of patronage and community service, is committed to supporting marginalized individuals in the community, with a focus on education and healthcare. The Company has put in place a Corporate Social Responsibility (CSR) policy, which is available on the website of the Company at https://www.shivaagro.org/a_gp.html.

As per the provisions of Section 135(9) of the Companies Act, 2013, where the amount to be spent by a company under sub-section (5) of section 135, does not exceed fifty Lakhs rupees, the requirement under sub-section (1) of section 135, for constitution of the Corporate Social Responsibility (CSR) Committee shall not be applicable and the functions of such Committee provided under this section shall, in such cases, be discharged by the Board of Directors of such company, and accordingly, all the functions and responsibilities of the CSR Committee are discharged by Board of Directors of the Company.

Pursuant to the provisions of Section 135 of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the average net profit of the Company, computed in accordance with Section 198 of the Act, for the three immediately preceding financial years is negative. Consequently, the requirement under Section 135(5) to spend at least 2% of such average net profit on CSR activities is not applicable for F.Y. 2025-26, and the Company was not obligated to incur any CSR expenditure during the year.

19. HEALTH, SAFETY AND ENVIRONMENT:

Companys focus on Health, Safety and Environment continued during the year under review across all locations with all manufacturing plants maintaining high safety standards. Your Company maintained high standards of environmental performances with all facilities operating well within norms. The overall safety environment continued to improve during the year under review.

20. BANKS AND FINANCIAL INSTITUTIONS:

Your Company is prompt in paying interest and repayment of loans to the financial institutions/banks. Banks and Financial Institutions continue their unstinted support in all aspects, and the Board had placed its appreciation for the same on record.

21. NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year.

22. MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

23. DECLARATIONS AND AFFIRMATIONS:

During the year under review

There are no significant material orders passed by the Regulators or Courts that would impact the Companys going concern status and future operations. There are no applications made or any proceedings pending under the Insolvency and Bankruptcy Code, 2016. The Company has not made any one-time settlement with any Bank or Financial Institution as such disclosure or reporting requirements in respect of the details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions is not required.

24. OTHER DISCLOSURES:

I. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2026, was Rs.999.30 Lakhs i.e. 99,93,000 Equity Shares of Face value Rs.10 each fully paid. No equity shares were allotted during the year.

II. MATERIAL SUBSIDIARY POLICY

The Company has adopted a policy for determining material subsidiary, in line with the requirements of the Listing Regulations. The Policy on Material Subsidiary is available at https://www.shivaagro.org/a_gp.html.

III. ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026, is available at https://www.shivaagro.org/inv_f_areturn.html.

IV. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

- CONSERVATION OF ENERGY:

The Company continues to focus on energy efficiency and optimisation of energy consumption across its manufacturing operations. During F.Y. 2025-26, various operational and process-level measures were undertaken to improve energy efficiency, reduce avoidable consumption and optimise the cost of operations.

The major measures undertaken during the year included:

• Optimisation of production processes and operating parameters in SSP and NPK manufacturing to improve energy efficiency.
• Improved utilisation and scheduling of plant and machinery to minimise idle running and avoidable power consumption.
• Regular preventive maintenance of motors, pumps, blowers, conveyors and other energy-intensive equipment to maintain operating efficiency.
• Optimisation of electrical loads and power factor through appropriate monitoring and corrective measures.
• Replacement/upgrade of conventional lighting with energy-efficient LED lighting, wherever required.
• Optimisation of operation of pumps, fans and other electrical equipment according to production requirements.
• Regular monitoring of energy consumption at plant level and identification of areas having potential for further energy savings.
• Awareness and operational training of plant personnel for efficient utilisation of electricity and other forms of energy.

The Company continues to evaluate further opportunities for reducing specific energy consumption through process improvements, equipment modernisation and better utilisation of available resources.

Steps taken for utilising alternate sources of energy:

The Company is exploring the use of renewable and alternate sources of energy as part of its efforts towards reducing dependence on conventional energy sources and improving the sustainability of its operations.

During the year, the Company continued to evaluate the feasibility of renewable energy solutions, including solar power, for meeting a portion of its energy requirements. The Company also explored the use of biomass-based fuel and other suitable alternate energy sources wherever technically and commercially feasible. The Company will continue to assess opportunities for increasing the contribution of renewable and alternate energy sources in its overall energy mix.

TECHNOLOGY ABSORPTION:

The Company continues to adopt and absorb appropriate technologies with the objective of improving manufacturing efficiency, product quality, environmental performance and operational reliability.

During F.Y. 2025-26, the Company undertook various initiatives in this direction, including:

• Improvement and optimisation of manufacturing processes for SSP and NPK products.
• Upgradation and automation of selected process control and monitoring systems for better operational efficiency.
• Adoption of energy-efficient equipment and improved operating practices in manufacturing facilities.

• Strengthening of emission and environmental monitoring systems to support regulatory compliance.
• Process improvements aimed at better utilisation of raw materials and reduction of process losses.
• Use of digital tools and data-based monitoring for improving production planning, operational control and resource utilisation.
• Continuous technical evaluation of manufacturing processes and equipment for improving plant reliability and productivity.
• Training and skill development of technical and operating personnel for effective utilisation of process technologies.

The Company continues to evaluate new technologies and process improvements that can contribute to higher productivity, improved product quality, energy efficiency and sustainable manufacturing.

- FOREIGN EXCHANGE EARNINGS AND OUTGO:

The foreign exchange outgo during the F.Y. 2025-26 is Rs.983.26 Lakhs as against Rs.1172.77 Lakhs in previous financial year 2024-25. There were no foreign exchange earnings during the year.

V. PARTICULARS OF EMPLOYEES AND REMUNERATION

The disclosure with respect to remuneration as required under Section 197 of the Act read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure E to this report.

The statement containing the particulars of employees, including the names of the top ten employees in terms of remuneration drawn and other particulars as required under Section 197(12) of the Act read with Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as a separate annexure.

In accordance with the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report being sent to the Members excludes the aforesaid statement. The said information is available for inspection by the Members at the Registered Office of the Company during working hours up to the date of the ensuing Annual General Meeting. Any Member interested in obtaining a copy of the said information may write to the Company Secretary at admin@shivaagro.org, and the same shall be furnished in accordance with the applicable provisions.

VI. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

Details of loans and guarantees given and investments made under Section 186 of the Act are given in the Notes to the Financial Statements.

VII. PUBLIC FIXED DEPOSIT FROM MEMBERS

Your Company is eligible to accept deposit from members pursuant to Section 73 of the Companies Act, 2013 ("the Act") and the Companies (Acceptance of Deposits) Rules, 2014 ("the Rules"). Pursuant to the Special Resolution passed by the members at the Annual General Meeting (AGM) of the Company held on September 30, 2014, the Board of Directors of the Company, approved the Fixed Deposit Scheme for acceptance of deposits from Members in accordance with the requirements of the Act and the Rules.

However, during the year under review, no new deposits were received by the company. As on March 31, 2026, old deposits amounting to 15.50 Lakhs remained outstanding. There were no defaults in respect of repayment of any deposits or payment of interest thereon during the year under review. The Company has not accepted any deposits which are not in compliance with the requirements of the Act. The Company has no overdue deposits as at the end of the year under review.

VIII. COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government.

IX. REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Act and the Rules made thereunder.

25. ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation for the valuable support and cooperation received from bankers, business associates, lenders, financial institutions, shareholders, various departments of the Government of India, as well as the State Governments, the farming community and all our other stakeholders.

The Directors acknowledge and would like to place on record the commitment and dedication on the part of the employees of your Company for their continued efforts in achieving good results.

For and on behalf of the Board of Directors

Dated: August 14, 2026 Place: Nanded

Omprakash Gilda Managing Director