Shiva Suitings Ltd Directors Report

To,

The Members

SHIVA SUITINGS LIMITED L17110MH1985PLC038265

The Directors are pleased to present the Annual Report along with the Audited Financial Statements of your Company for the Financial Year ended 31st March, 2026.

The State of the Companys Affairs:

1. KEY FINANCIAL HIGHLIGHTS:

In terms of Rs. In lacs

Particulars	As on 31st March, 2026	As on 31st March, 2025
Revenue from Operations	116.05	206.25
Other income	0.26	-
Total Revenue	116.31	206.25
Less: Total expenses	127.99	252.92
Profit before extraordinary items and tax	-11.68	7.32
Prior year Tax adjustments	0.042	-0.005
Profit Before tax	-11.72	7.33
Tax Expenses:
Current tax	-	1.22
Deferred tax	-2.93	-
MAT Credit Entitlement (reversed)	-	0.76
Profit for the year	-8.79	5.34

During the year under review, the Company has reported total revenue of Rs. 116.31/- (in Lakhs) registering a decrease in revenue over the previous years total revenue of Rs. 206.25/- (in Lakhs). The Profit after tax for the financial year 2025-26 was Rs. -8.79/- (in Lakhs) as compared to Rs. 5.34/- (in Lakhs) of the previous year.

2. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of business of the Company during the year under review.

3. DIVIDEND:

Your Directors have decided not to recommend any dividend for the Financial Year ended 31st March, 2026.

4. TRANSFER TO RESERVES:

The Company has not transfer any sum to the General Reserve for the Financial Year under review.

5. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION:

Information as per Section 134(3) (m) of the Companies Act, 2013 read with the Rule 8(3) of the Companies (Accounts) Rules 2014 is not applicable to the Company.

6. FOREIGN EXCHANGE EARNINGS AND OUTGO:

As the Company operates at the domestic level there are no Foreign Exchange earnings in terms of actual inflows and Foreign Exchange outgo in terms of actual outflows during the year under review.

7. MANAGEMENT DISCUSSION AND ANALYSIS: Industry Structure

The Indian textile Industry has been a significant contributor to the Indian economy both in terms of its domestic share and exports and continues to play a pivotal role in Indias growth story through its contribution to industrial output, employment generation and export earnings. The textile Industry contributes about 13% to industry output, 2.3% to the GDP. The exports from the sector are valued at around $65 billion, amounting to 12% of Indias total exports. India is one of the few countries with a complete and integrated textile value chain having production at each level of textile manufacturing. The textile Industry is labour intensive and is one of the largest employers. It is second largest contributor towards employment generation employing more than 40 million workers, after agriculture, contributing 10% to the countrys manufacturing, owing to its labour-intensive nature.

Strength and Opportunities

Robust Demand:

Rise in income levels is expected to drive demand in textile industry.

Competitive Advantage:

India has abundant availability of raw materials such as cotton, wool, silk and jute. It also enjoys a comparative advantage in terms of skilled manpower and in cost of production;

Policy Support:

100% FDI (automatic route) is allowed in the Indian Textile Sector. Abundant raw material availability; Low cost skilled labour; Promising export potential; With GST Implementation the organised sector is in the advantage.

Weakness and Threats

Indian Textile Industry is highly Fragmented Industry;

Competition in the domestic as well as world markets specially from China;

Lack of Technological Development that affect the productivity and other activities in whole value chain;

Cost competitiveness and low margins: Due to severe recessionary trends which are continuing in the developed countries, unit realisation of products may continue to be under pressure;

Technological obsolescence in weaving and spinning sector;

Problems of power yet prevail: Severe power shortage in some of the states will remain a big threat for the utilisation of the plant and equipments due to shortage of power, the utilisation may drop severely and hence volatility in yarn prices may continue;

Increase in Labour wage rate;

Increasing input costs i.e. power, finance and logistics;

Fluctuation in Crude Oil Prices.

Management Perception of Risks and Concerns

In todays challenging and competitive environment, strategies for mitigating inherent risks in accomplishing the growth plans of the Company are imperative. The main risks include strategic risk, operational risk, financial risk and compliances and legal risk. The fast technology obsolescence, high cost of manufacturing and taxation are the major risk/ concerns of the business;

Fluctuations in foreign exchange adversely impacted exports and long- term export orders cannot be booked in view of the uncertainty in exchange rates also the fluctuation in exchange rates makes it difficult to purchase machinery from abroad due to uncertainty of the future;

Adequate availability of raw material at the right prices is crucial for the Company. Disruption in the supply or violent changes in the cost structure would affect the profitability of the company;

Governments periodical announcements for liberalised tariff concessions offered to least developed countries like Bangladesh, Nepal, Bhutan and other countries under South Asian Free Trade Area (SAFTA) is also an area concern.

However, the future for the textile Industry looks promising, buoyed by strong domestic consumption as well as export demand. Free trade with Asian countries and proposed agreements with EU Countries will also help to boost exports. Also, the west has started taken India seriously as a potential supplier of polyester yarn apart from China. Rising government focus and favourable policies to support the industry has led to growth in the industry.

Internal Control and Management Systems:

Your Company has an adequate internal control system. There is a system of continuous internal audit which aims at ensuring effectiveness and efficiency of systems and operations. Your Company has the benefit of internal control systems which have been developed over the years and which has ensured that all transactions are satisfactorily recorded and reported and all assets are protected against loss from unauthorised use or otherwise. The process of Internal control and systems, statutory compliance, risk analysis and its management and information technology are taken together to provide a meaningful support to the management process also continuous efforts are being made to strengthen the system.

Cautionary Statement

Your Company endeavours to perform and attempt to deliver the best at all times. However, the statements made in this report describing the Companys objectives, expectations or predictions shall be read in conjunction with the government policies as issued and amended from time to time, the micro as well as macroeconomic scenario prevailing at that time, global developments and such other incidental factors that may extend beyond the control of the Company and Management. Keeping this in view, the actual results may materially vary from those expressed in the statement.

Human Resources

While growth and success are the prime motto of the Company, at the same time it also realizes the importance of its human capital. Continuous efforts are made to enhance manpower productivity through its comprehensive compensation and benefits plans for all its employees. In order to develop a healthy environment within the organization, we have a strong Performance Management System which ensures fairness and growth of all individuals. Our culture reflects our core values which reinforce respect and dignity for each individual and show work ethics for all employees.

Financial Performance

Total income earned during the year under review is INR 116.05 Lakhs as against INR 260.25 Lakhs earned in the previous year showing a decrease by 55.41%. Operating Profit (Income from operations less direct expenses) of the Company for the current year is Nil as compared to INR 7.33 Lakhs in the previous year.

8. REVISION OF FINANCIAL STATEMENT OF THE COMPANY/ THE REPORT OF THE BOARD:

The Financial statement of the Company/ Board Report has not been revised during the financial year 2025-26 as per Section 131 of the Companies Act, 2013.

9. MATERIAL CHANGES AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

No material changes and commitments other than in the normal course of business have occurred after the close of the financial year till the date of this Report, which affect the financial position of the Company.

10. DETAILS OF SUBSIDIARY/ JOINT VENTURES/ASSOCIATE COMPANIES:

Sr. No.	Name of Company	Subsidiary / Joint ventures/ Associate Company	Date of becoming of Subsidiary/ Joint ventures/ Associate Company
	NIL	NIL	NIL

11. DETAILS OF NEW SUBSIDIARY/ JOINT VENTURES/ ASSOCIATE COMPANIES:

Sr. No.	Name of Company	Subsidiary/Joint ventures/ Associate Company	Date of cessation of Subsidiary/ Joint ventures/ Associate Company.
	N.A	N.A	N.A

12. DETAILS OF THE COMPANY WHO CEASED TO BE ITS SUBSIDIARY/ JOINT

VENTURES/ ASSOCIATE COMPANIES:

Sr. No.	Name of Company	Subsidiary/Joint ventures/ Associate Company	Date of cessation of Subsidiary/ Joint ventures/ Associate Company.
	N.A	N.A	N.A

13. THE DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has adequate and effective control systems, commensurate with its size and nature of business, to ensure that assets are efficiently used and the interest of the Company is safe guarded and the transactions are authorized, recorded and reported correctly. Checks and balances are in place to determine the accuracy and reliability of accounting data.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The Company has not made any investment, given any loans or guarantee or made investments pursuant to Section 186 of the Companies Act, 2013 read with the Companies (Meetings of the Board and its Powers) Rules, 2014.

15. ANNUAL RETURN:

Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year 31st March, 2026 is uploaded on the website of the Company and can be accessed at https://www.shivasuitings.com/resource/Reports.aspx

16. DEPOSITS:

The Company has not accepted any deposits within the meaning of Section 73(1) of the Companies Act, 2013 and the Rules made thereunder.

17. CONTRACT OR ARRANGEMENT WITH RELATED PARTIES:

The Company has not entered into any transactions with related parties in accordance with the provisions of Section 188 of the Companies Act, 2013.

18. BOARD MEETINGS:

The Board of Directors (herein after called as "the Board") met for Six (6) times during the

Financial Year 2025-26 under review:

Sr. No.	Date of Meetings	Directors present
1.	27th May, 2025	1. Mr. Sharad Kumar Sureka
		2. Mr. Dilip Kailash Sanghai
		3. Ms. Amrita Triloki Mishra
		4. Mr. Vinodkumar Jain
		5. Mr. Sanjeev Purshottamdass Saraf
2.	27th June, 2025	1. Mr. Sharad Kumar Sureka
		2. Mr. Dilip Kailash Sanghai
		3. Ms. Amrita Triloki Mishra
		4. Mr. Vinodkumar Jain
		5. Mr. Sanjeev Purshottamdass Saraf
3.	12th August, 2025	1. Mr. Sharad Kumar Sureka
		2. Mr. Dilip Kailash Sanghai
		3. Ms. Amrita Triloki Mishra
		4. Mr. Vinodkumar Jain
		5. Mr. Sanjeev Purshottamdass Saraf
4.	08th September, 2025	1. Mr. Sharad Kumar Sureka
		2. Ms. Amrita Triloki Mishra
		3. Mr. Vinodkumar Jain
		4. Mr. Sanjeev Purshottamdass Saraf
5.	12th November, 2025	1. Mr. Sharad Kumar Sureka
		2. Ms. Amrita Triloki Mishra
		3. Mr. Vinodkumar Jain
		4. Mr. Sanjeev Purshottamdass Saraf
6.	10th February 2026	1. Mr. Sharad Kumar Sureka
		2. Ms. Amrita Triloki Mishra
		3. Mr. Vinodkumar Jain
		4. Mr. Sanjeev Purshottamdass Saraf

19. CHANGE IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The Companys Directors and Key Managerial Personnel did change throughout the Financial Year 2025 2026. Mr. Dilip Kailash Sanghai has given notice 01.09.2025 to resign as the independent director the same was noted in the board meeting held on 8th September 2025.

20. QUALIFICATION GIVEN BY THE STATUTORY AUDITORS:

The following qualification is given by the Statutory Auditor in their report for the Financial Year 2025-26: The Company has not transferred following amounts which were required to be transferred to the Investor Education and Protection Fund, the details are as under: -

Nature of Amount	Period	Amount
Debenture Interest	FY 2006-07	Rs. 8,486/-
(Investor Education and Protection Fund)

Directors Explanation:

The Board of Directors acknowledges the observation made by the Statutory Auditors with respect to the non-transfer of the aforesaid amount of Rs. 8,486/- pertaining to Debenture Interest for the Financial Year 2006-07 to the Investor Education and Protection Fund.

The matter relates to an amount pertaining to an earlier financial year. The Company is reviewing the relevant records and applicable statutory requirements in respect of the said amount and shall take the necessary steps for regularisation and compliance with the applicable provisions relating to transfer of unpaid/unclaimed amounts to the Investor Education and Protection Fund, as may be applicable.

The Board of Directors further confirms that the matter has been duly noted and appropriate steps shall be taken by the Company to address the observation made by the Statutory Auditors.

21. STATUTORY AUDITORS:

On the recommendation of Board of Directors, M/s V. K. Beswal & Associates, Chartered Accountants (ICAI Firm Registration No. 101083W) were appointed as the Statutory Auditors of the Company at the Annual General Meeting of the Company held on 30th September, 2022 for a period of 5 years i.e. for financial year from 2022-23 to 2026-27.

The members are requested to note the eligibility of the Statutory Auditors based on the Certificate received from them confirming that they do not attract any disqualification u/s. 141 of the Companies Act, 2013.

22. SECRETARIAL AUDITOR:

In terms of the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/S Pramod S. Shah & Associates, Practicing Company Secretaries, as a Secretarial Auditors for conducting Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure - A. The Secretarial Audit Report contains the qualifications, reservations or adverse remark(s) which calls for any explanation from your Board of Directors.

Managements Response to the Observations of the Secretarial Auditor

The Company acknowledges the observations made by the Secretarial Auditor in the Secretarial Audit Report and provides the following responses:

1. Non-transfer of Debenture Interest to Investor Education and Protection Fund

The Company acknowledges that the debenture interest pertaining to the financial year 2006-07 amounting to Rs. 8,486/- was not transferred to the Investor Education and Protection Fund within the prescribed timeline. The Company is taking necessary steps to regularize the said non-compliance and ensure compliance with the applicable provisions of the Companies Act, 2013 and the rules made thereunder.

2. Filing of Form MGT-7 for the financial year 2023-24

The Company had initially attempted to file Form MGT-7 for the financial year ended 31st March, 2024 within the prescribed timeline. However, due to expiry of the payment challan and certain technical issues on the MCA portal, the filing could not be successfully completed at that time. The Company subsequently took corrective measures and filed the said Form MGT-7. The Company has taken necessary steps to ensure timely filing of statutory forms in future.

3. Dematerialisation of Promoters Shareholding

The Company acknowledges the observation regarding non-compliance with Regulation 31(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has initiated the process for dematerialisation of the shareholding of the Promoters and is taking necessary steps to complete the process at the earliest. The Company shall ensure compliance with the applicable provisions on an ongoing basis.

4. Delay in submission of Proceedings of Annual General Meeting

The Company acknowledges the observation regarding the delay in submission of the proceedings of the Annual General Meeting to the Stock Exchange. The proceedings were submitted within 24 hours of conclusion of the meeting as against the prescribed timeline of 12 hours as due to the technical issue. The Company has submitted its reply to BSE regarding the same and taken note of the observation and shall ensure strict adherence to the prescribed timelines for submission of such disclosures in future.

5. Directors Explanation for Delay in Filing Form MGT-14

The Board of Directors had appointed the Internal Auditor of the Company in accordance with the applicable provisions of the Companies Act, 2013. The filing of Form MGT-14 in respect of the said appointment was inadvertently delayed due to an oversight in completing the requisite statutory filing within the prescribed timeline.

The Company has taken appropriate steps in this regard. The Board has also taken necessary measures to strengthen the compliance process and ensure timely compliance with the applicable provisions in future. ssssssssssss 23. DETAILS OF REMUNERATION/ COMPENSATION RECEIVED BY MANAGING DIRECTOR

FROM HOLDING/ SUBSIDIARY COMPANIES:

Sr. No.	Name of Managing/Whole Time Director	Name of Holding/ Subsidiary Company paying remuneration/ compensation	Nature of remuneration/ compensation	Amount of remuneration/ compensation
	N.A	N.A	N.A	N.A

24. DISCLOSURE OF REMUNERATION PAID TO DIRECTOR AND KEY MANAGERIAL

PERSONNEL:

Sr. No.	Name of Managing/ Whole Time Director	Name of Holding/ Subsidiary Company paying remuneration/ compensation	Nature of remuneration/ compensation	Amount of remuneration/ compensation
	N.A	N.A	N.A	N.A

25. PARTICULARS OF REMUNERATION OF EMPLOYEES:

None of the employees of the Company is drawing remuneration in excess of the limits prescribed under Rule (5) (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

26. CHANGE IN CAPITAL STRUCTURE:

There has been no change in the capital structure of the Company during the year ended 31st March, 2026.

27. CORPORATE SOCIAL RESPONSIBILITY:

During the year under review, the Company has not developed the policy on Corporate Social Responsibility as the Company does not fall under the prescribed classes of Companies mentioned under Section 135(1) of the Companies Act, 2013.

28. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBULNALS IMPACTING THE GOING CONCERN

STATUS AND THE COMPANYS OPERATION IN FUTURE:

There is no material or significant order passed by the regulators or courts or tribunals impacting the going concern status and the companys operation in future.

29. STATEMENT FOR DEVELOPMENT AND IMPLEMENTATION OF RISK

MANANGEMENT POLICY U/S 134:

As per Regulation 21 of Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulations, 2015 the top 1000 listed entities and high value debt listed entities needs to adopt Risk Management Policy. Therefore, the Company is not required to adopt Risk Management Policy.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company is committed to provide safe and conducive environment to its employees during the year under review. During the financial year ended 31st March, 2026, the following details are reported:

Number of sexual harassment complaints received during the year: 0

Number of complaints disposed of during the year: 0

Number of complaints pending for more than 90 days: 0

Number of awareness programs or workshops conducted for employees: 0

Number of employees as on the closure of financial year: Female: 0 Male: 3 Transgender: NIL

31. MATERNITY BENEFIT ACT:

The Company confirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961 during the financial year ended 31st March, 2026. The Company ensures adherence to all statutory requirement and remains committed to upholding the rights and welfare of its female employees, ensuring a supportive and compliant work environment.

32. DETAILS IN RESPECT OF FRAUDS REPORTED BY THE AUDITORS UNDER SECTION

143(12) OF COMPANIES ACT, 2013:

There are no frauds reported by the Auditor which are required to be disclosed under Section 143(12) of Companies Act, 2013.

33. STATEMENT ON DECLARATION GIVEN BY THE INDEPENDENT DIRECTORS

UNDER SECTION 149 (6) OF THE COMPANIES ACT, 2013:

As per the provisions of Section 149(4) of the Companies Act, 2013 read with The Companies (Appointment and Qualifications of Directors) Rules, 2014 every listed public company shall have at least one-third of the total number of directors as independent directors.

In view of the above, your Company has duly complied with the provision by appointing following Independent Directors:

Sr. No.	Name of the Independent Director	Date of appointment/ Reappointment	Date of passing of special resolution/ Board Resolution (if any)
1.	Mr. Sanjeev Purshottamdass Saraf	13/08/2018	13/08/2018
2.	Ms. Amrita Triloki Mishra	14/11/2019	28/09/2020
3.	Mr. Vinodkumar Jain	29/09/2017	29/09/2017
		Date of Reappointment- 30/09/2022	Date of passing special resolution in case of re- appointment- 30/09/2022
4.	Mr. Dilip Kailash Singhai	12/08/2011

All the above Independent Directors meets the criteria of ‘independence prescribed under section 149(6) and have submitted declaration to the effect that they meet with the criteria of

‘Independence as required under section 149(7) of the Companies Act, 2013, except for Mr. Dilip Kailash Sanghai ceased to be an Independent Director of the Company with effect from 8th September 2025 pursuant to his resignation.

The Independent Director met for One (1) time during the Financial Year 2025-26 under review:

Sr. No.	Date of Meetings	Directors present
1.	27th May, 2025	1. Ms. Amrita Triloki Mishra
		2. Mr. Vinodkumar Jain
		3. Mr. Sanjeev Purshottamdass Saraf

34. COMMITTEES OF BOARD:

i. Nomination and Remuneration Committee:

The ‘Nomination and Remuneration Committee consists of three Directors with two independent directors and one Non-executive director with the Chairman being the Independent Director, and the said constitution is in accordance with the provisions of Section 178 of the Companies Act, 2013. The Committee acts in accordance with the Terms of Reference as approved and adopted by the Board.

The Composition of the Committee is as under:

Sr. No.	Name of the Member	Designation
1.	Mr. Vinodkumar Jain	Chairman
2.	Ms. Amrita Triloki Mishra	Member
3.	Mr. Sanjeev Saraf	Member

ii. Audit Committee:

In accordance with the provisions of Section 177 of the Companies Act, 2013 your

Company has constituted an "Audit Committee" comprising of Three directors consisting of Two Independent directors and one executive director with the Chairman being Independent director. The Audit Committee acts in accordance with the Terms of Reference specified by the Board in writing.

The Composition of the Committee is as under:

Sr. No.	Name of the Member	Designation
1.	Mr. Sanjeev Saraf	Chairman
2.	Mr. Vinodkumar Jain	Member
3.	Ms. Amrita Triloki Mishra	Member

Terms of reference of the Audit Committee

The functions of the Audit Committee are broadly as under:

Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;

Review and monitor the auditors independence and performance, and effectiveness of audit process;

Examination of the financial statement and the auditors report thereon;

Approval or any subsequent modification of transactions of the company with related parties;

Scrutiny of inter-corporate loans and investments;

Valuation of undertakings or assets of the company, wherever it is necessary;

Evaluation of internal financial controls and risk management systems;

Monitoring the end use of funds raised through public offers and related matters. iii. STAKEHOLDERS RELATIONSHIP COMMITTEE:

In accordance with the provisions of Section 178(5) of the Companies Act, 2013 and Regulation 20 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Stakeholders Relationship Committee to consider and resolve the grievances and various matters relating to the shareholders, debenture holders and other security holders of the Company.

The Committee is responsible for, inter alia, considering and resolving the grievances of security holders, reviewing measures for effective exercise of voting rights by shareholders, reviewing the adherence to service standards adopted by the Company in respect of various services rendered to security holders and the Registrar and Share Transfer Agent, and reviewing measures for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants, annual reports and statutory notices by the shareholders.

The Committee acts in accordance with the terms of reference approved and adopted by the Board and performs such other functions as may be prescribed under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as may be assigned by the Board from time to time.

The Composition of the Committee is as under:

Sr. No.	Name of the Member	Designation
1.	Mr. Vinodkumar Jain	Chairman
2.	Ms. Amrita Triloki Mishra	Member
3.	Mr. Sanjeev Purshottamdass Saraf	Member

The Chairman of the Stakeholders Relationship Committee is a Non-Executive/Independent Director and the Committee comprises at least three Directors, including Independent Directors, in accordance with the applicable provisions.

The Committee shall meet at least once during each financial year and the Chairman of the Committee shall be available at the Annual General Meeting to address the queries of the security holders, as required under the applicable provisions.

iv. The Vigil Mechanism:

Your Company believes in promoting a fair, transparent, ethical and professional work environment. The Board of Directors of the Company has established a Whistle Blower Policy & Vigil Mechanism in accordance with the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for reporting the genuine concerns or grievances or concerns of actual or suspected, fraud or violation of the Companys code of conduct. The said Mechanism is established for directors and employees to report their concerns. The policy provides the procedure and other details required to be known for the purpose of reporting such grievances or concerns. The Whistle Blower Policy is available on the website of the Company i.e. https://www.shivasuitings.com also is annexed herewith as Annexure - B.

v. Materiality Policy:

Your Company believes in maintaining transparency and providing stakeholders with adequate and timely information regarding matters that are material to the Companys business, operations, performance and affairs. The Board of Directors of the Company has established a Materiality Policy in accordance with the applicable provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Policy provides a framework for determining the materiality of events or information and for ensuring timely disclosure of such material events or information to the stock exchanges and other stakeholders, as may be applicable. The Policy also sets out the criteria and procedure to be followed for identification, assessment and disclosure of material events or information. The Materiality Policy is available on the website of the Company i.e. https://www.shivasuitings.com also is annexed herewith as Annexure - C.

vi. Code of Conduct:

Your Company believes in maintaining the highest standards of integrity, ethical conduct, transparency and professionalism in all its business activities. The Board of Directors of the Company has adopted a Code of Conduct for the Directors and employees of the Company to ensure adherence to ethical business practices and applicable laws, rules and regulations. The said Code of Conduct provides guidance on the principles and standards of conduct expected to be followed by the Directors and employees while carrying out their duties and responsibilities. The Code also promotes a culture of accountability, integrity and responsible business conduct and provides guidelines for avoiding conflicts of interest and maintaining confidentiality and professionalism. The Code of Conduct is available on the website of the Company i.e. https://www.shivasuitings.com also is annexed herewith as Annexure - D.

35. ANNUAL EVALUATION BY THE BOARD OF ITS OWN PERFORMANCE AND THAT

OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

As required under section 178(2) of the Companies Act, 2013 and under Schedule IV to the Companies Act, 2013 on code of conduct for Independent directors a Comprehensive exercise for evaluation of the performances of every individual director, of the Board as a whole and its Committees and of the Chairperson of the Company has been carried by your Company during the year under review as per the evaluation criteria approved by the Board and based on the guidelines given in schedule IV to the Companies Act, 2013.

36. COST AUDITORS AND THEIR REPORT:

As per Section 148 of the Act read with the Companies (Cost Records and Audits) Rules, 2014, as amended and as per latest audited financial statement, the Company was not required to maintain the Audit records and to conduct the Cost Audit during the financial year.

37. DIRECTORS RESPONSIBILITY STATEMENT:

In accordance with provisions of section 134(3)(c) and 134(5) of the Companies Act, 2013, your Directors state the following: - a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) the Directors had selected such accounting policies and applied them consistently and made judgements 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) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the Directors had prepared the annual accounts on a going concern basis; e) the Directors had 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 Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

38. COMPLINCE WITH APPLICABLE SECRETERIAL STANDARDS:

The company has complied with the applicable Secretarial Standards for the financial year 2025-26.

39. EQUITY SHARES WITH DIFFERENTIAL RIGHTS:

The Company has not issued any equity shares with differential voting rights.

40. DISCLOSURE UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the period under review, the Company has neither made any application and nor are any proceedings against the Company pending under the Insolvency and Bankruptcy Code, 2016.

41. DETAILS REGARDING VALUATION REPORT:

During the year under review, your Company has not entered into any One-Time Settlement with Banks or Financial Institutions and therefore, no details of Valuation in this regard is available.

42. STATEMENT REGARDING THE INTEGRITY, EXPERTISE, AND EXPERIENCE OF THE INDEPENDENT DIRECTORS:

In the opinion of the Board, the Independent Directors of the Company possess the requisite integrity, expertise and experience as required under the Companies Act, 2013 and applicable SEBI LODR Regulations.

43. ACKNOWLEDGEMENT

Your Directors place on record their sincere gratitude for the assistance, guidance and cooperation the Company has received from all stake holders. The Board further places on record its appreciation for the dedicated services rendered by the employees of the Company.

For and on behalf of the Board of
SHIVA SUITINGS LIMITED
Sd/-	Sd/-
Vinodkumar Navrangrai Jain	Sharad Kumar Sureka
Independent Director	Managing Director
DIN: 07784526	DIN: 00058164
Address: A/23, Sukhi Jivan CHS,	Address: B/302 Unity Apartment,
Chitranjandas Road, Near Paris Gents,	SV Road, Nadiyadwala Colony
No. 2, Parlour, Ramnagar, Dombivali East,	Malad West, Mumbai 400064
Kalyan, Thane - 421201
Place: Mumbai
Date: 01st September, 2026