Shiva Granito Export Ltd Directors Report

TO THE MEMBERS

Your Directors are pleased to present 11% Annual Report on the business and operations of your Company and the audited financial statement for the period ended 31st March, 2026 and Auditors report thereon.

OPERATIONAL AND FINANCIAL RESULT

The Financial Result of the Companys for the period from 1st April 2025 to 31st March 2026 are as under:

(Rs. in Lacs)

Particulars	Current Year	Previous Year
Revenue from operation	1173.00	860.49
Other income	5.21	5.52
Financial Cost	44.15	47.57
Depreciation and amortization expenses	2899	21.57
Profit/Loss before exceptional and extraordinary items and tax	1.46	7.28
Exceptional Items	0	0
Profit/Loss before extraordinary items and tax	1.46	7.28
Extraordinary Items	0	0
Profit/Loss before tax	1.46	7.28
Tax Expenses:
1. Current Tax	0.23	114
2. Deferred Tax	7.03	3.66
Profit /Loss from the period from continuing operations	(5.80)	248
Profit / Loss for the Period	(5.80)	2.48

COMPANYS PERFORMANCE

During the year under review, the Turnover of the Company has increased. Companys performance during the year under review is recorded as Net Sales of the Company Rs. 1173.00 Lacs as against net sales of Rs. 860.49 Lacs of previous year.

Management of the Company is committed to the growth and hopes to improve the performance in coming years.

CHANGE IN NATURE OF BUSINESS, IF ANY

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

DIVIDEND

During the year under review, Your Directors are still constrained not to recommend any dividend for the financial year ended March 31, 2026 keeping in view the need of funds for expansion and working capital.

TRANSFER TO RESERVE

The amount of Rs. (5.88) Lacs to be carried as loss in the balance sheet for the financial year ended 31st March, 2026. The board of directors of your Company does not propose to transfer any amount to reserves during the period under review.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

(@) Structure of the Board of Directors and Key Managerial Personnel

The Board of Directors of the Company is formed in terms ofthe provisions of the Companies Act, 2013 and consists the following:

Sr.No.	Directors & Key Managerial Personnel	Designation
1.	Mr. Abhinav Upadhyay	Managing Director
2.	Mrs. Rachna Upadhyaya	Director
3.	Mrs. Krati Maheshwari*	Additional Independent Director
4.	Mrs. Rekha Panwar**	Additional Independent Director
5.	Mr. Abhishek Upadhyay	Chief Financial Officer
6.	Mr. Praveen Lakshkar	Company Secretary & Compliance Officer

The following changes took place in the constitution of Board and Key Managerial Personnels of the Company. Mrs. Chandani Lohar Company Secretary & Compliance Officer of the Company has resigned from her post, due to personnel reasons w.e.f. 01t May, 2025.

2. Mr. Praveen Lakshkar is appointed as the Company Secretary & Compliance Officer of the Company w.e.f 22nd May, 2025 Mr. Vishal Jain, the Independent Director of the Company has resigned from his post, due to his preoccupation and personal & unavoidable circumstances w.e.f. 28t May, 2025. 4. Mr. Satish Heda was appointed as the Additional Independent Director of the Company w.e.f 01st September, 2025 and further regularized by the Shareholders of the Company in the AGM held on 30.09.2025. 5. Mr. Chanchal Nuwal, the Independent Director of the Company has resigned from her post, due to her preoccupation and personal & unavoidable circumstances w.e.f. 12t November, 2025. 6. Mr. Satish Heda, the Independent Director of the Company, has resigned from his post, due to his preoccupation and personal & unavoidable circumstances. w.e.f. 10t March, 2026.

**After the closure of Financial year, Mrs. Krati Maheswari and Mrs. Rekha Panwar have been appointed as Independent Directors of the Company w.e.f 11% August, 2026 and the Board has proposed their regularization and appointment for a period of 1 years before the shareholders of the Company in the ensuing AGM.

In pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company is exempted from requirement of having composition of Board as per Listing Regulations. However the composition of Board complies with the requirements of the Companies Act, 2013.

(b) Retirement by Rotation

In accordance with the provisions of the Act, Ms. Rachna Upadhyay (DIN:07617468), Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offers herself for reappointment.

BOARD MEETING

During the year under review, the Board of Directors of the Company met 8 (Eight) times on 15.04.2025, 20.05.2025, 22.05.2025 23.06.2025, 01.09.2025, 14.11.2025, 20.01.2026 and 10.03.2026 to discuss and approve various matters. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

COMMITTEE OF BOARD

Board of Directors, in line with the requirements of the Act, has formed various committees, details of which are given hereunder.

. AUDIT COMMITTEE

The Company has formed audit committee in line with the provision Section 177 of the Companies Act, 2013. Audit Committee is generally held for the purpose of recommending the half yearly and yearly financial results. Additional meeting is held for the purpose of reviewing the specific item included in terms of reference of Committee. During the year under review, Audit Committee met 6 (Six) times on 15.04.2025, 20.05.2025, 23.06.2025, 01.09.2025, 14.11.2025 and 22.02.2026.

The Composition of the Committee is as follows:-

Name	Designation
Mrs. Rekha Panwar*	Chairperson
Mrs. Krati Maheshwari*	Member
Mrs. Rachana Upadhyay	Member

*Mrs. Rekha Panwar and Krati Maheshwari are the members of the Committee w.e.f. 11.08.2026. During the year under review Mrs, Chanchal Nuwal and Vishal Jain has resigned from the Company and from the Committee as well. Mr. Satish Heda was appointed as the member of the Committee w.e.f. 01.09.2025, Further he has also resigned from his post and committee w.e.f. 10.03.2026.

B STAKEHOLDERS RELATIONSHIP COMMITTEE

The Company has constituted Stakeholders Relationship Committee mainly to focus on the redressal of shareholders / Investors Grievances, if any, like Transfer / Transmission / Demat of Shares; Loss of Shares Certificates; Non receipt of Annual Report; etc.

The Composition of the Committee and the details of meeting attended by its members are given below:

Name	Designation
Mrs. Rekha Panwar*	Chairperson
Mrs. Krati Maheshwari*	Member
Mrs. Rachana Upadhyay	Member

C NOMINATION & REMUNERATION COMMITTEE

The Company has formed Nomination and Remuneration Committee in line with the provisions of Section 178 of the Companies Act, 2013. Nomination and Remuneration Committee meeting are generally held for identifying the persons who are qualified to become Directors and may be appointed in senior management and recommending their appointments and removals.

During the year under review, Nomination and Remuneration Committee met 5 (Five) time on 22.05.2025 23.06.2025, 01.09.2025, 14.11.2025 and 10.03.2026. The Composition of the Committee is as follows:- The Composition of the Committee is as follows:-

Name	Designation
Mrs. Rekha Panwar*	Chairperson
Mrs. Krati Maheshwari*	Member
Mrs. Rachana Upadhyay	Member

*Mrs. Rekha Panwar and Krati Maheshwari are the members of the Committee w.e.f. 11.08.2026.

During the year under review Mrs, Chanchal Nuwal and Vishal Jain has resigned from the Company and from the Committee as well. Mr. Satish Heda was appointed as the member of the Committee w.e.f. 01.09.2025, Further he has also resigned from his post and committee w.e.f. 10.03.2026.

STATUTORY AUDITORS

M/s Nenawati & Associates, Chartered Accountants were appointed as the Statutory Auditors of the Company for a period of 1 year from the conclusion of 10t AGM till the conclusion of 11t AGM of the Company. Due to personal reasons he has resigned from his Office w.e.f. 28.07.2026. To fill the casual vacancy arised due to his resignation M/s Ankit Suresh Jain & Co., Chartered Accountants (FRN: 023180C) was appointed as the statutory Auditor of the Company till the 11th AGM.

The board has proposed the appointment of M/s AnKit Suresh Jain & Co., Chartered Accountants (FRN: 023180C), for a period of 2 years subject to approval of shareholders of the Company in the ensuing AGM.

OBSERVATIONS OF THE STATUTORY AUDITORS ON THE FINANCIAL STATEMENTS FOR THE YEAR ENDED ON 31T MARCH, 2026 AND BOARDS COMMENTS THERETO:

The Auditors report has expressed qualified opinion on two points of the financial statements as under and the Directors comments thereto are stated hereunder:

The Company has not made a provision for expected credit loss in respect of trade receivables amounting to X7,74,37,115 which is not in compliance with Ind AS 109 - Financial Instruments. In our opinion, had the Company made such provision, the total expenses would have increased and the profit before tax would have decreased by X 7,74,37,115 for the year ended 31st March 2026. Accordingly, trade receivables and equity as at 31st March 2026 are overstated by the same amount.

Directors Reply:- The management is of the view that these receivables are recoverable in due course and hence, no provision has been made. The Company is in the process of obtaining further confirmations and undertaking recovery actions. Consequently, the provision for expected credit losses, if any, will be recognized once adequate information is available.

The Company has not provided appropriate valuation of inventories as at 31.03.2026 due to non-availability of required stock records and valuation reports. In the absence of sufficient appropriate audit evidence regarding the existence and valuation of inventory, we were unable to determine whether any adjustments might be necessary in respect of inventory, cost of goods sold, and the corresponding impact on the results for the year, assets, and equity as at the balance sheet date.

Directors Reply:- Your board of Directors comments on the qualification that the management will take care about the qualification.

The Company has not provided for interest payable to micro and small enterprises (as defined under the Micro, Small and Medium Enterprises Development Act, 2006) on delayed payments as required under Section 16 of the said Act. As informed to us, the management has not determined the amount of such interest liability and hence no provision has been made in the financial statements for the year ended 31st March 2026. Had the Company provided for such interest, the profit for the year would have been lower by the said unascertained amount and the corresponding liability under current liabilities would have increased by a similar amount. Directors Reply:- Your board of Directors comments on the qualification that your Company has not provided provision of interest payable to MSME creditors, the management will take care about the qualification.

SECRETARIAL AUDITOR

The Board of Directors of the Company on recommendation of Audit Committee has appointed CS. Mohit Vanawat, Proprietor of M/s Mohit Vanawat& Associates, Practicing Company Secretary, Udaipur as the Secretarial Auditor of the Company to hold office from the FY 2025-26to FY 2029-2030.

Section 204 of the Companies Act, 2013 inter-alia requires classes of companies to annex with its Board Report, a secretarial audit report provided by the company secretary in practice in the prescribed format. The secretarial audit report as provided by Mr. Mohit Vanawat, Practicing Company Secretary for the FY 2025-26 is annexed to this Report as Annexure C.

Qualifications, reservations/observations in the said Report are as under:-

1. Delay in filing of BSE Compliances: The Bombay Stock Exchange (“BSE”) has imposed penalties on the Company for delay in filing the quarterly and annual compliances with the BSE. Directors Reply:- The Company has filled the quarterly and Yearly compliances till date with delay. The board will take care of the compliance in future.

2. Composition of the Board of Directors: During the period under review, the composition of the Board of Directors of the Company was not in compliance with the applicable provisions of the Companies Act, 2013, due to the resignation of the Independent Directors. However, the Company has appointed new Independent Directors with effect from 11 August 2026, thereby ensuring compliance with the applicable provisions. Directors Reply:- After The closure of Financial Year the Board has appointed 2 new Independent Directors as per the provisions of Companies Act, 2013.

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

The Company has received necessary declaration from each Independent Directors of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence as laid down in Section 149(6).

LOAN, GUARANTEES OR INVESTMENT

The Company has neither given any Loan under Section 186 of the Companies Act, 2013, nor has given any Guarantee and also not made any Investments falling within the preview of Section 186 of the Companies Act, 2013 during the Financial Year.

DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year under review.

RELATED PARTY TRANSACTIONS

All the transactions with related parties have been entered on arms length basis and in the ordinary course of the business. The Company has complied with all the applicable provisions of the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in this regards. There is no materially significant related party transactions with Promoters, Directors, Key Managerial Personnel or other persons which may have a potential conflict with the interest of the Company at large. During the year, the Company has not entered into any related party transactions under the section 188 of the Companies Act, 2013.

There were no related party transaction during the year under review except in the ordinary course of business and at the Arms length basis. Form AOC-2 as prescribed under section 134(3)(h) of the Companies Act, 2013 is enclosed as Annexure A.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

A Statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is enclosed as Annexure - B.

EXTRACT OF ANNUAL RETURN

As required pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014 a copy of Annual Return is uploaded on the website of the Company at www.shivaexport.in.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments have occurred between the end of financial year of the company and the date of this report affecting the financial position of the Company as at March 31, 2026.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end ofthe financial year is not applicable.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

In pursuance of section 177 (9) of the Companies Act,2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has in place a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine Concern.

RISK MANAGEMENT

The Company has devised proper system to identify the risks involved in the business of the company. There is system to mitigate the risk involved in the business of the company using the internal controls of the company and necessary steps to reduce the risk factors involved in the business of the company were taken from time to time.

DETAILS OF SUBSIDIARY, ASSOCIATE COMPANY

The Company does not have any subsidiary, joint venture & associate company.

CORPORATE SOCIAL RESPONSIBILITY

The provisions relating to Corporate Social Responsibility (CSR) are not applicable to the Company during the year under review hence there is no requirement to comply with section 135 of the Companies Act, 2013 read with Companies (Corporate Social Responsibility) Rules 2014.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

DIRECTORS RESPONSIBILITY STATEMENT

The Directors Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act 2013, the Board of Directors of the Company hereby state and confirms that: () In the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) They have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period; (c) They have 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) They have prepared the Annual Accounts on a going concern basis; (e) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and (f) The Company has used the Company has used accounting software for maintaining its books of account, which have a feature of recording audit trail (edit log) facility, however the same has not operated throughout the year for all relevant transactions recorded in the respective software.

DISCLOSURES UNDER _ SEXUAL HARASMENT OF WOMEN AT WORKPLACE PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual harassment Policy, in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013.The Company has set up an Internal Complaints Committee to redress complaints received regarding sexual harassment. No Complaints were received during the year under review.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROL WITH REFERENCE TO FINANCIAL STATEMENTS

The Company is having adequate Internal Financial Control with reference to the Financial Statements.

ACKNOWLEDGEMENT

Directors wish to express their grateful appreciation for assistance and co-operation received from various Departments during the year under review. Your Directors also wish to place on record their appreciation for the committed services of all the associates, vendors of the Company.

	For and on Behalf of the Board of Directors
	of SHIVA GRANITO EXPORTS LIMITED
	sd/-	sd/-
	Rachna Upadhyaya	Abhinav Upadhyay
Place: Udaipur	Director	Managing Director
Date: 04.09.2026	(DIN: 07617468)	(DIN: 01858391)