Shivamshree Businesses Ltd Directors Report

To,

The Members of,

Shivamshree Businesses Limited

Your Directors take immense pleasure in presenting the 43^rd Annual Report on the business and operations of Shivamshree Businesses Limited ("the Company"), together with the Audited Standalone Financial Statements for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS AND STATE OF COMPANYS AFFAIRS

The financial performance of the Company for the financial year ended March 31, 2026, is comprehensively summarized below:

Particulars	For the Financial Year ended March 31, 2026	For the Financial Year ended March 31, 2025
	( in Lakhs)	( in Lakhs)
Revenue from Operations	1,511.24	413.02
Other Income	11.87	0.71
Total Income	1,523.11	413.73
Total Expenses	1,487.37	509.71
Profit / (Loss) Before Exceptional Items and	35.74	(95.98)
Tax
Exceptional Items	0.00	0.00
Profit / (Loss) Before Tax (PBT)	35.74	(95.98)
Tax Expenses (Current & Deferred)	20.68	(21.41)
Profit / (Loss) After Tax (PAT)	15.06	(74.57)
Other Comprehensive Income	0.00	0.00
Total Comprehensive Income for the period	15.06	(74.57)
Earnings Per Share (Basic & Diluted)	0.02	(0.16)

2. PERFORMANCE AND STATE OF AFFAIRS OF THE COMPANY

During the financial year under review, the Company successfully operated across two reportable operating segments, namely the "Trading in Solar Generating System and Ancillaries" segment and the "Manufacturing of Industrial Bags and Related Items" segment. The Company recorded a total income of 1,523.11 Lakhs, signifying a substantial operational recovery resulting in a net profit after tax of 15.06 Lakhs, as opposed to a net loss of 74.57 Lakhs in the preceding financial year.

Furthermore, the existing lease agreements for the Companys operational facilities expired in March 2026. Consequently, the Company is in the active process of constructing its own premises for operations, rendering the lease liability accounting under Ind AS 116 non-applicable going forward. The Company is currently undertaking two major capital projects: the construction and development of a Solar Power Plant under the solar segment, and the construction of its own manufacturing premises for the Flexible Intermediate Bulk Container (FIBC) Bags manufacturing unit. All expenditures incurred towards these ongoing projects, including direct construction and attributable costs, have been appropriately capitalized under Capital Work-in-Progress in accordance with Ind AS 16, pending the completion and commencement of commercial operations.

Additionally, pursuant to the formal approval of the Board of Directors, the Company has reclassified outstanding sundry creditors aggregating to 258.25 Lakhs as Long-Term Borrowings. This reclassification has been executed in accordance with the revised terms entered into between the respective parties and has been appropriately disclosed under the provisions of Ind AS and Schedule III to the Companies Act, 2013.

3. CHANGE IN NATURE OF BUSINESS

In strict compliance with the statutory provisions of Rule 8(5)(ii) of the Companies (Accounts) Rules, 2014, your Directors categorically report and confirm that there has been absolutely no change in the fundamental nature of the business of the Company during the financial year under review.

The Company continues to actively engage, compete, and continuously operate in its primary and established reportable business segments, namely the "Trading in Solar Generating System and Ancillaries" segment and the "Manufacturing of Industrial Bags and Related items" segment. All strategic operational expansions, capacity augmentations, and infrastructural developments undertaken by the Management during the financial year ended March 31, 2026, including the ongoing major capital projects for the construction and development of a Solar Power Plant and the establishment of proprietary manufacturing premises specifically for the Flexible Intermediate Bulk Container (FIBC) Bags manufacturing unit, are strictly in furtherance of, and organically aligned with, the existing and legally established core business objectives of the Company.

4. DIVIDEND: -

The Board of Directors of the Company, after evaluating the operational requirements, liquid assets, and long-term capital commitments, has decided not to recommend any dividend on the Equity Shares for the financial year ended March 31, 2026.

5. TRANSFER TO RESERVE

The Board of Directors has decided that no amount is proposed to be transferred to the General Reserve or any other specific reserve out of the profits or operational surpluses accrued during the financial year ended March 31, 2026. The entire Net Profit After Tax of 15.06 Lakhs generated during the fiscal period under review has been completely retained and carried forward in the Profit and Loss Account (Surplus in Other Equity).

This retention strategy is intended to maximize financial flexibility, preserve corporate liquidity, and allow the Company to utilize its internal accruals directly for its ongoing business activities and core capital projects without relying on external high-cost funding channels.

6. SHARE CAPITAL: - Authorized Share Capital:

During the previous financial year, the Company increased its Authorized Share Capital from

5,00,00,000/- (Rupees Five Crores Only) to 9,00,00,000/- (Rupees Nine Crores Only) by passing a Special Resolution at the Extraordinary General Meeting of the shareholders held on March 1, 2025.

As of March 31, 2026, the Authorized Share Capital of your Company continues to stand at 9,00,00,000/- (Rupees Nine Crores Only) divided into 9,00,00,000 Equity Shares of 1/- each.

Paid-up Share Capital:

During the financial year 2025-26 under review, the Board of Directors in their meeting held on May 06, 2025, allotted 3,00,00,000 Equity Shares to 13 allottees on a preferential basis. These equity shares of face value 1/- each were issued at an issue price of 1.50/- per share (including a premium of

0.50/- per share). As a result of this allotment, the paid-up share capital of the Company increased to 7,56,50,000/- (Rupees Seven Crores Fifty-Six Lakhs Fifty Thousand Only) divided into 7,56,50,000

Equity Shares of 1/- each.

Statutory Disclosures:

The Company has not issued any equity shares with differential voting rights, sweat equity shares, or employee stock options during the financial year under review. No disclosure is required under Section 67(3)(c) of the Companies Act, 2013, in respect of voting rights not exercised directly by the employees of the Company, as the provisions of the said Section are not applicable to the Company. Furthermore, no scheme or provision has been made for the purchase of or subscription to the Companys own shares by employees or trustees.

7. UTILIZATION OF FUNDS RAISED THROUGH ISSUE OF EQUITY SHARES

During the previous financial year 2025-26, the Company raised a total sum of 4,50,00,000/- (Rupees Four Crores Fifty Lakhs Only) through the issuance and allotment of 3,00,00,000 Equity Shares of face value of 1/- each at an issue price of 1.50/- per share on a preferential basis to persons/entities belonging to the Non-Promoter / Public category.

Your Directors are pleased to report that the proceeds from the said preferential issue have been fully and optimally utilized by the Company for the explicit purposes and objects for which the offer was made, specifically to meet the augmented operational working capital requirements, fund business expansion initiatives, and support general corporate purposes. The deployment of these funds has successfully enhanced the business operations and strengthened the financial structure of the Company. There has been absolutely no deviation or variation between the proposed objects of the offer and the actual utilization of the proceeds.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year to which the financial statements relate (i.e., March 31, 2026) and the date of this Report (i.e., June 12, 2026), other than those corporate actions and events explicitly disclosed under the respective heads of this Report.

9. BOARD OF DIRECTORS AND ITS COMMITTEES: - COMPOSITION OF THE BOARD OF DIRECTORS: -

As on March 31, 2026, the Board of Directors of the Company comprised five (5) Directors, consisting of two (2) Executive Directors and three (3) Non-Executive Directors, which included two (2) Independent Directors.

In terms of the applicable regulatory requirements under the Companies Act, 2013, and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has been actively seeking to induct an additional Independent Director onto the Board to align its composition with optimum corporate governance standards. However, due to lingering operational constraints and administrative restrictions on trading, the Management has faced prolonged challenges in identifying and onboarding a suitable candidate possessing the requisite sectoral expertise. The Management is systematically addressing these challenges to regularize the Board composition at the earliest. There was no change in the composition of the Board of Directors during the financial year under review.

BOARD MEETINGS: -

The Board of Directors meets at regular intervals to review, adopt, and approve the statutory financial results, and to deliberate upon and decide core business policies, capital allocations, and strategic proposals, in addition to handling other vital items of business. The meetings of the Board and its statutory Committees are meticulously pre-scheduled, and a tentative annual calendar of meetings is systematically circulated to the Directors well in advance to facilitate effective planning and maximize participation.

During the financial year 2025-26, the Board of Directors held 6 (Six) meetings. The specific dates of these meetings were: May 6, 2025; May 29, 2025; August 1, 2025; August 28, 2025; November 13, 2025; and February 4, 2026. The intervening gap between any two consecutive Board Meetings was maintained within the statutory limit of 120 (One Hundred and Twenty) days as mandated under Section 173 of the Companies Act, 2013, and Secretarial Standard-1 (SS-1) on Meetings of the Board of Directors.

AUDIT COMMITTEE MEETINGS: -

In accordance with the provisions of Section 177 of the Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 18 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has an established and functional Audit Committee. The composition of the Audit Committee as on March 31, 2026, is detailed below:

NAME	DESIGNATION	CATEGORY
Rajesh Bhavanbhai Chauhan	Chairman	Non-executive, Independent director
Nilesh Himatlal Trivedi	Member	Non-executive, Independent director
Arunaben Bavishiya	Member	Non-executive, Women director

During the financial year 2025-26, the Audit Committee met 4 (four) times. The specific dates of these meetings were: May 6, 2025; August 1, 2025; November 13, 2025; and February 4, 2026.

The Statutory Auditors and the Chief Financial Officer attend the Audit Committee meetings as invitees to provide necessary inputs. The Audit Committee has made observations and recommendations to the Board of Directors regarding financial reporting, internal controls, and risk assessment frameworks, all of which have been noted, reviewed, and accepted by the Board.

During the financial year under review, all recommendations and statutory measures proposed by the Audit Committee were unconditionally accepted by the Board of Directors, and there were absolutely no instances where the Board did not accept any recommendation of the Committee.

NOMINATION AND REMUNERATION COMMITTEE: -

In compliance with the provisions of Section 178 of the Companies Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 19 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a duly constituted Nomination and Remuneration Committee. The composition of the Nomination and Remuneration Committee as on March 31, 2026, is detailed below:

NAME	DESIGNATION	CATEGORY
Arunaben Bavishiya	Chairman	Non-executive director
Rajesh Bhavanbhai Chauhan	Member	Non-executive, Independent director
Nilesh Himatlal Trivedi	Member	Non-executive, Independent director

During the financial year 2025-26, the Nomination and Remuneration Committee met 1 (one) time. The specific date of the meeting was May 6, 2025.

The Committee is responsible for identifying qualified individuals to become directors, recommending executive remuneration frameworks, and carrying out the annual performance evaluation of the Board, its committees, and individual directors.

STAKEHOLDERS COMMITTEE MEETINGS: -

Pursuant to the provisions of Section 178(5) of the Companies Act, 2013, and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has constituted a Stakeholders Relationship Committee to oversee the redressal of grievances of shareholders, debenture holders, and other security holders. The composition of the Committee as on March 31, 2026, is detailed below:

NAME	DESIGNATION			CATEGORY
Rajesh Bhavanbhai Chauhan		Chairman	Non-executive, Independent director
Nilesh Himatlal Trivedi		Member	Non-executive, Independent director
Arunaben Bavishiya		Member	Non-executive director, Women director

During the financial year 2025-26, the Stakeholders Relationship Committee met 4 (four) times. The specific dates of these meetings were: May 6, 2025; August 1, 2025; November 13, 2025; and February 4, 2026.

The Committee ensures that investor grievances are addressed and resolved promptly. There were no pending investor complaints or unaddressed grievances at the close of the financial year ended March 31, 2026.

10. VIGIL MECHANISM / WHISTLE BLOWER POLICY: -

In accordance with the provisions of Section 177(9) and (10) of the Companies Act, 2013, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a robust Vigil Mechanism and formulated an exhaustive Whistle Blower Policy.

The primary objective of this Policy is to provide a formal, secure, and easily accessible channel for Directors, employees, and other stakeholders to report genuine concerns regarding improper practices, unethical behavior, actual or suspected fraud, or any violation of the Companys Code of Conduct or applicable laws and regulations without fear of retaliation, victimization, or subsequent discrimination.

This Policy is fully applicable to all Directors and employees of the Company. In order to ensure absolute impartiality and transparency, the mechanism provides adequate safeguards against the victimization of persons who use such a mechanism and makes absolute provision for direct access to the Chairman and members of the Audit Committee in exceptional cases. No personnel has been denied access to the Audit Committee during the financial year under review.

The Whistle Blower Policy has been securely implemented, and on a quarterly basis, the Audit Committee reviews the status of complaints and reports made under this policy, implementing swift corrective and administrative actions wherever necessary. The detailed Vigil Mechanism / Whistle Blower Policy has been hosted on the official website of the Company.

11. DEPOSITS: -

The Company has neither accepted nor renewed any deposits from the public or its members within the meaning of Sections 73 to 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014, during the financial year ended March 31, 2026.

Consequently, the Company is not required to furnish any special disclosures or details under the following operational headings:

- There were no public deposits that remained unpaid or unclaimed at the close of the financial year.

- There has been no default in the repayment of deposits or payment of interest thereon during the period.

- No compliance issues or defaults occurred in relation to the rules governing corporate deposits under Chapter V of the Act.

12. CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A

DIRECTOR:

In absolute compliance with the statutory provisions of Section 178(3) and Section 178(4) of the Companies Act, 2013, read comprehensively with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee of the Board of Directors has meticulously formulated and implemented a comprehensive Nomination, Remuneration, and Evaluation Policy. This exhaustive policy establishes the strict structural criteria for determining the requisite qualifications, core competencies, positive attributes, and the absolute independence of a Director.

The policy unequivocally ensures that the Board of Directors maintains an optimum, synergistic balance of diverse skills, profound professional experience, and appropriate gender representation to facilitate objective corporate governance. Furthermore, the policy specifically and categorically details that an Independent Director must satisfy all the exhaustive conditions of independence as laid down under Section 149(6) of the Companies Act, 2013, read with the allied rules framed thereunder, and Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. It places a mandatory obligation to ensure that the Independent Directors are entirely free from any material business, pecuniary, or financial relationship with the Company, its Promoters, or its Management that could potentially compromise, impair, or influence their objective and independent judgement. The comprehensive Nomination and Remuneration Policy is also readily accessible on the official website of the Company.

13. DECLARATION BY INDEPENDENT DIRECTORS

In strict compliance with the statutory provisions set forth under Section 134(3)(d) of the Companies Act, 2013, the Board of Directors hereby confirms that the Company has received formal, written statutory declarations from all the Independent Directors of the Company, namely Mr. Nilesh Himatlal Trivedi and Mr. Rajesh Bhavanbhai Chauhan. The said statutory declarations categorically confirm that they individually meet the exhaustive criteria of independence as envisaged under Section 149(6) of the Companies Act, 2013, read comprehensively with the allied rules framed thereunder, and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Furthermore, in explicit accordance with Regulation 25(8) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Independent Directors have formally confirmed and placed on record that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their statutory duties with an objective, independent judgment and without any external influence. These declarations have been thoroughly reviewed, evaluated, and taken on record by the Board of Directors. In the considered opinion of the Board, both Independent Directors inherently possess the necessary integrity, requisite corporate expertise, and extensive professional experience required to fulfill their fiduciary duties, and they operate completely independent of the executive Management of the Company.

14. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186: -

Pursuant to the statutory disclosures mandated under Section 134(3)(g) of the Companies Act, 2013, the Board of Directors reports that the Company has not given any loans to any person or body corporate, nor has it extended any corporate guarantees or provided security in connection with a loan to any other body corporate or person during the financial year ended March 31, 2026.

Furthermore, the Company has not made any investments in equity instruments, debt securities, or mutual funds during the year under review.

15. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013:

All contracts, arrangements, or transactions entered into by the Company with its related parties during the financial year ended March 31, 2026, were in the ordinary course of business and on an arms length basis. The Company has not entered into any materially significant related party transactions with its Promoters, Directors, Key Managerial Personnel, or other designated persons that could potentially conflict with the broader commercial interests of the Company.

In accordance with regulatory mandates, the requisite prior omnibus or specific approvals of the Audit Committee of the Board of Directors were obtained for all such transactions. Since all transactions with related parties were executed in the ordinary course of business and at an arms length price, the requirement of disclosing related party transactions in Form AOC-2 under Sections 134(3)(h) and 188(1) of the Companies Act, 2013, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is not applicable.

The attention of the Members is drawn to the detailed disclosures of transactions with related parties set out in Note No. 22 of the Financial Statements, which form an integral part of this Annual Report.

In compliance with the supplementary statutory disclosure mandates embedded within Para A of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has compiled the requisite disclosures pertaining to Related Party Transactions. The statement containing these statutory disclosures for the financial year ended March 31, 2026, is annexed hereto as ANNEXURE-F and forms an integral part of this Directors Report.

16. MATERIAL CHANGES: -

There are no material changes and commitments affecting the financial position or structure of the Company which have occurred between the end of the financial year to which the financial statements relate (i.e., March 31, 2026) and the date of this Report (i.e., June 12, 2026), other than those corporate actions and subsequent events explicitly disclosed under the respective heads of this Report.

The corporate financial statements for the reporting year ended March 31, 2026, remain completely unaffected by any subsequent transactional variances or operational developments during this intervening period.

17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND

OUTGO: -

In accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, the information pertaining to Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo is detailed below:

(A) Conservation of Energy:

The Company regularly evaluates and implements operational measures to optimize energy efficiency across its premises. During the financial year, energy conservation initiatives included the maintenance of electrical installations, deployment of energy-efficient LED lighting systems, and monitoring of power consumption patterns to reduce energy transmission losses. Furthermore, as a long-term strategy to achieve self-reliance in clean energy and optimize operational costs, the Company is actively executing the construction and development of its Solar Power Plant (Solar Project Kusum).

(B) Technology Absorption:

The operations of the Company do not involve highly specialized technological processes. There was no research and development activity carried out by the Company during the financial year, nor did the Company import any foreign technology. Consequently, the statutory requirements regarding technical absorption or reporting on imported technology are not applicable.

(C) Foreign Exchange Earnings and Outgo:

During the financial year, the Company entered into certain import transactions denominated in foreign currencies. The details of foreign exchange earnings and outgo are as follows:

Particulars	Financial Year 2025-26	Financial Year 2024-25
	( in Lakhs)	( in Lakhs)
Foreign Exchange Earnings	34.84	Nil
Foreign Exchange Outgo	Nil	Nil

18. SUBSIDIARY, JOINT VENTURES OR ASSOCIATE COMPANIES: -

As of March 31, 2026, the Company does not have any subsidiary, joint venture, or associate company. Consequently, the requirement to furnish the statement containing salient features of the financial statements of subsidiaries, joint ventures, or associate companies in Form AOC-1, pursuant to Section 129(3) of the Companies Act, 2013, read with Rule 5 of the Companies (Accounts) Rules, 2014, is not applicable to the Company for the financial year under review.

Furthermore, no company has become or ceased to be a subsidiary, joint venture, or associate company of the Company during the fiscal period ended March 31, 2026.

19. AUDITORS AND AUDITORS REPORT: -

Statutory Auditors:

M/s. MAAK & Associates, Chartered Accountants (Firm Registration No. 135024W), Ahmedabad, hold office as the Statutory Auditors of the Company. They have conducted the comprehensive statutory audit of the Standalone Annual Financial Statements of the Company for the financial year ended March 31, 2026, in accordance with the Standards on Auditing specified under Section 143(10) of the Companies Act, 2013.

Auditors Report:

The Independent Auditors Report issued by M/s. MAAK & Associates on the Standalone Financial Statements of the Company for the financial year ended March 31, 2026, is unmodified and does not contain any qualifications, reservations, adverse remarks, or disclaimers. Pursuant to Regulation 33(3)(d) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors hereby declares and confirms that the Statutory Auditors have issued their Audit Report with an Unmodified Opinion. The financial statements present a true and fair view of the state of affairs of the Company as of March 31, 2026, along with its profit, changes in equity, and cash flows for the year ended on that date.

Explanations on Key Audit Matters Highlighted by Auditors:

While the Audit Report contains no qualifications, the Statutory Auditors have included a Key Audit Matter paragraph to draw attention to the following areas, on which the Board provides the following clarifications:

1. Capital Work-in-Progress (CWIP): The Auditors noted that the Company is currently executing two major under-construction capital initiatives: the development of a Solar Power Plant (Solar Project Kusum) and the establishment of manufacturing premises for the FIBC Bags unit. The expenditure incurred towards these projects has been appropriately capitalized under Capital Work-in-

Progress (aggregating to 732.52 Lakhs) pending the completion and commencement of commercial operations. The Board clarifies that these long-term projects are progressing in line with strategic timelines to enhance stakeholder value.

2. Reclassification of Sundry Creditors: The Auditors highlighted that during the financial year, the

Company reclassified outstanding sundry creditors aggregating to approximately 258.25 Lakhs

(specifically concerning Shree Maruti Bulk Packaging Private Limited) into Long-Term Borrowings.

The Board confirms that this was done pursuant to the formal approval of the Board and the execution of revised trade terms and mutual understandings entered into with the respective parties. This reclassification has been appropriately presented in the financial statements in compliance with the applicable Indian Accounting Standards (Ind AS) and Schedule III to the Companies Act, 2013.

The Notes to the Financial Statements referred to in the Independent Auditors Report are self-explanatory and do not call for any further administrative or technical comments from the Board of Directors.

Secretarial Auditor:

Pursuant to the statutory provisions of Section 204 of the Companies Act, 2013, read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors has formally appointed Mr. Ishit Vyas, Proprietor of M/s. Ishit Vyas & Co., Practicing Company Secretaries, Ahmedabad (Membership No. F7728, COP No. 8112), to conduct the exhaustive Secretarial Audit of the corporate records and statutory compliances of the Company. The Secretarial Audit Report submitted by the Secretarial Auditors in the prescribed statutory Form MR-3 is annexed herewith as "Annexure – A" and forms an integral, unabridged part of this Boards Report.

Responses to Qualifications, Reservations, Adverse Remarks or Disclaimers Made by the Statutory Auditors and the Secretarial Auditor: The Board of Directors provides the following comprehensive clarifications and explanations in respect of the remarks contained in the respective Audit Reports:

1. Statutory Audit Report: There are no statutory qualifications, reservations, disclaimers, or adverse remarks made by the Statutory Auditors in their Independent Audit Report for the financial year ended March 31, 2026. The entries discussed under the Key Audit Matter paragraph are in compliance with the regular accounting standards and corporate authorizations of the Company.

2. Secretarial Audit Report: There are no structural reservations, disclaimers, or adverse remarks made by the Secretarial Auditor in their report in Form MR-3, except for the recorded non-compliance and structural shortfall regarding the statutory composition of the Board of Directors due to an unfulfilled vacancy of an Independent Director.

The Management draws the attention of the Members to the fact that the Company has made continuous efforts to identify, evaluate, and select a suitable professional to fill the remaining Independent Director position to completely satisfy the statutory quotas under Section 149 of the Act and the SEBI Listing Regulations. However, due to lingering administrative limitations and corporate restrictions on equity trading, the induction process experienced extended delays. The Management is taking active, systematic, and concrete steps to identify an eligible sector expert to fill this directional vacancy and regularize the Board composition at the earliest possible instance.

20. DIRECTORS/ KEY MANAGERIAL PERSONNEL: -

A. Composition of the Board of Directors:

The constitution of the Board of Directors of the Company is structurally balanced and aligned with the requirements of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As of March 31, 2026, the Board of Directors comprises the following five (5) members:

Sr. No. Name of the Director	DIN	Designation
1. Prafulbhai Parshottambhai	01908180	Managing Director
Bavishiya
2. Shaileshbhai Parshottambhai	01908191	Executive Director
Bavishiya
3. Arunaben Prafulkumar Bavishiya	07385551	Non-Executive Director, Women Director
4. Nilesh Himatlal Trivedi	08141177	Non-Executive, Independent Director
5. Rajesh Bhavanbhai Chauhan	08141179	Non-Executive, Independent Director

B. Key Managerial Personnel (KMP):

In absolute compliance with the statutory provisions of Section 203 of the Companies Act, 2013, the following senior executives serve as the designated Key Managerial Personnel of the Company as of March 31, 2026:

Sr. No Name	DIN/PAN	Designation
1. Prafulbhai Parshottambhai Bavishiya	01908180	Managing Director
2. Ghanshyam Kalubhai Gajera	AJPPP5551K	CFO (KMP)
3. Deepank Agrawal	BUMPA8556Q	Company Secretary

C. Changes in Directorships and Key Managerial Personnel:

The Management reports that there have been no structural modifications, resignations, appointments, or directional variations in the composition of the Board of Directors during the financial year ended March 31, 2026. The existing corporate structure of Directors and Key Managerial Personnel has continued seamlessly throughout the fiscal period under review to manage corporate operations effectively.

D. Retirement by Rotation:

In terms of Section 152(6) of the Companies Act, 2013, and the Articles of Association of the Company, corporate Executive Directors are liable to retire by rotation at the upcoming Annual General Meeting. Accordingly, Mr. Prafulbhai Parshottambhai Bavishiya (DIN: 01908180),

Managing Director, retires by rotation at the ensuing 43^rd Annual General Meeting and, being eligible, has formally offered himself for re-appointment. The Board recommends his reappointment to the shareholders for approval.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR): -

The provisions of Section 135(1) of the Companies Act, 2013, read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, governing corporate social responsibility initiatives and the mandatory constitution of a CSR Committee, are not applicable to the Company for the financial year ended March 31, 2026.

Specifically, the Company does not satisfy the individual statutory thresholds mandated under the Act, as itemized below:

- The net worth of the Company remains below the statutory threshold of 500 Crore.

- The total turnover of the Company remains below the statutory threshold of 1,000 Crore.

- The net profit of the Company remains below the statutory threshold of 5 Crore.

Consequently, the Company is not legally required to allocate any corporate funds toward CSR activities, nor is it required to formulate a formal CSR Policy or append any statutory disclosures in Form AOC-2 or any other specific format to this Report for the fiscal period under review.

22. BOARD EVALUATION: -

Pursuant to the statutory provisions of Section 134(3)(p) of the Companies Act, 2013, read with Rule 8(4) of the Companies (Accounts) Rules, 2014, and in strict compliance with the corporate governance mandates of Regulation 17(10), Regulation 19(4) read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has carried out a formal, rigorous, and comprehensive Annual Performance Evaluation of its own performance, the operational working of its statutory Committees, and the performance of individual Directors. The criteria and structural framework for the annual performance evaluation were carried out in accordance with the exhaustive inline guidelines detailed below:

(A) Mechanism and Structure of Evaluation:

The performance evaluation was conducted based on a professionally structured and confidential questionnaire carefully prepared after taking into comprehensive consideration various operational aspects of the Boards functioning. The parameters analyzed within the questionnaire specifically included the composition and structural balance of the Board and its Committees, institutional culture, information flows, transparency, execution of specific statutory duties, financial oversight, risk management, compliance infrastructure, and absolute adherence to corporate governance standards.

(B) Separate Evaluation by Independent Directors:

In absolute alignment with the provisions of Schedule IV (Code for Independent Directors) of the Companies Act, 2013, and Regulation 25(3) of the SEBI (Listing Obligations and Disclosure

Requirements) Regulations, 2015, a separate meeting of the Independent Directors of the Company was held during the financial year. At the said meeting, the Independent Directors meticulously reviewed and evaluated:

- The performance of the Non-Independent Directors of the Company.

- The collective performance of the Board of Directors as a whole.

- The performance of the Chairman of the Company, taking into account the views and perspectives of both Executive and Non-Executive Directors.

- The overall quality, quantity, and timelines of information flow between the Management and the Board to ensure the Directors can effectively and reasonably perform their duties.

(C) Evaluation of Committees and Individual Directors:

The Board of Directors simultaneously evaluated the performance of its statutory Committees—namely the Audit Committee, the Nomination and Remuneration Committee, and the Stakeholders Relationship Committee—against their respective structural charters and regulatory mandates. Individual Directors were evaluated on the basis of their regular attendance, proactive participation, professional contributions, strategic inputs, and the effective exercise of independent judgment during corporate deliberations.

The confidential online questionnaire was thoroughly responded to by all the respective Directors, providing vital and qualitative feedback on the current operational dynamics of the Board and outlining actionable measures to enhance its institutional effectiveness moving forward. Following a comprehensive review of the feedback received, the Board of Directors has expressed its absolute satisfaction with the evaluation process, noting that the entire framework operates in total harmony with the established corporate governance expectations.

23. REMUNERATION POLICY: -

Pursuant to the provisions of Section 178(3) and (4) of the Companies Act, 2013, and in strict compliance with Regulation 19 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of Directors has, on the structured recommendation of the Nomination and Remuneration Committee, formulated and implemented an exhaustive Policy for the selection, appointment, and remuneration of the Directors, Key Managerial Personnel (KMP), and Senior Management personnel.

The core principles and criteria governing this comprehensive Policy are detailed below:

(A) Guidance for Selection and Appointment:

- The Committee is responsible for identifying individuals who possess the requisite professional qualifications, positive attributes, ethical integrity, and specific sectoral experience necessary to fulfill the responsibilities of a Director, KMP, or Senior Management member.

- The policy outlines a transparent framework for determining whether a candidate fulfills the rigorous criteria of independence specified under Section 149(6) of the Act and the SEBI Listing Regulations, ensuring the absolute objectivity of the Board.

(B) Guiding Principles for Remuneration Architecture:

- Competitiveness and Sufficiency: The level and composition of remuneration are structured to be competitive, reasonable, and sufficient to attract, retain, and motivate individuals of the high caliber required to successfully run and manage the corporate operations of the Company.

- Performance Linkage: The policy establishes a clear, measurable relationship between performance benchmarks and the remuneration paid, ensuring that a balance is maintained between fixed pay and performance-linked variable incentives that mirror the short-term and long-term strategic goals of the organization.

- Balanced Component Design: The structural compensation packages are carefully balanced to comprise fixed components, perquisites, and performance bonuses, ensuring that the financial rewards align perfectly with the operational growth, corporate health, and overall stakeholder value of the Company.

The comprehensive Nomination, Remuneration, and Evaluation Policy has been securely implemented, and the full criteria governing executive compensation are hosted on the official website of the Company.

24. REPORTING OF FRAUDS BY AUDITORS:

Pursuant to the statutory disclosures mandated under Section 134(3) (ca) of the Companies Act, 2013, the Board of Directors notes that there have been absolutely no instances of corporate fraud, financial irregularities, or systemic deceptions identified, noticed, or reported by the Statutory Auditors (M/s MAAK & Associates, Chartered Accountants) under Section 143(12) of the Act and the rules framed thereunder during the financial year ended March 31, 2026.

Consequently, no reporting or statutory disclosures were required to be submitted to the Audit Committee, the Board of Directors, or the Central Government (Ministry of Corporate Affairs) by the auditing professionals for the fiscal period under review.

25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,

PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has always believed in providing a secure, transparent, and enabling corporate environment for all its employees, which is entirely free from discrimination, intimidation, or any form of sexual harassment. In strict compliance with the statutory mandates of Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, read with the rules framed thereunder, the Company has duly constituted an Internal Complaints Committee (ICC) across its registered and corporate offices.

The ICC is fully empowered and responsible for the prompt, strictly confidential, and unbiased redressal of any complaints or grievances relating to sexual harassment against women at the workplace, ensuring total alignment with the established guidelines.

Pursuant to the disclosure requirements mandated under the Act, the summary of the complaints received, handled, and processed during the financial year ended March 31, 2026, is detailed below:

- Number of complaints pertaining to sexual harassment filed during the financial year: Nil

- Number of complaints pertaining to sexual harassment disposed of during the financial year: Nil

- Number of complaints pertaining to sexual harassment pending for more than ninety days: Nil

- Number of workshops or awareness programs against sexual harassment carried out for the employees: 02

The Board notes that there were absolutely no complaints or active grievances pertaining to sexual harassment against women received by the Company or placed before the Internal Complaints Committee during the fiscal period under review.

26. CORPORATE GOVERNANCE: -

In strict adherence to the statutory disclosure norms mandated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has formally established that compliance with the corporate governance provisions specified in Regulations 17 to 27, clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46, and para C, D, and E of Schedule V are entirely non-applicable to the Company. This statutory exemption is applicable because the paid-up equity share capital and the overall net worth of the Company fall structurally well below the legally prescribed regulatory thresholds of 10 Crores and 25 Crores, respectively, as computed on the last day of the preceding financial year.

Consequently, a formal and technically complete Certificate of Non-Applicability pertaining to the submission of the separate Report on Corporate Governance, as stipulated under Regulation 15(2)(a) of the SEBI Listing Regulations, has been meticulously drawn up by the Management.

The said Certificate, explicitly confirming the absolute non-applicability of the corporate governance reporting framework and detailing the relevant financial thresholds, is appended herewith and attached as "Annexure – B" to this Directors Report, establishing full technical transparency and administrative compliance for the financial year ended March 31, 2026.

27. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: -

Pursuant to the provisions of Regulation 34(2)(e) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report, highlighting the operational performance, industry trends, structural challenges, risk management frameworks, and future business outlook of the Company, is comprehensively drafted and appended to this Report as "Annexure – C".

The said report forms an integral, unabridged, and mandatory part of this Annual Report, providing a transparent review of the organizational developments during the financial year ended March 31, 2026.

28. ANNUAL LISTING FEE: -

The Company confirms that its equity shares remain actively traded on BSE Limited (BSE). In compliance with the provisions of Regulation 14 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has fully liquidated and paid all outstanding arrears, pending structural dues, alongside the complete Annual Listing Fees for the financial year 2025-26 to BSE Limited.

There are no outstanding listing fee defaults or financial liabilities due to the stock exchange as of the date of this Report.

29. INDUSTRIAL RELATIONS: -

The Board of Directors is pleased to report that the industrial relations across all manufacturing units, operational segments, and corporate offices of the Company remained exceptionally cordial, harmonious, and peaceful during the financial year ended March 31, 2026. The Management acknowledges and deeply appreciates the dedicated efforts, technical commitment, and professionalism exhibited by the entire workforce, including workmen, staff, and senior administrative personnel.

Throughout the reporting year, there were no instances of structural labor unrest, strikes, lockouts, or operational disruptions. The Company has systematically received the unyielding cooperation and proactive participation of its employees in executing its core business objectives, optimizing production capabilities for the industrial bags unit, and facilitating the development of its ongoing infrastructure projects. The Management remains structurally committed to maintaining a progressive, safe, and collaborative work environment that nurtures industrial peace and enhances overall organizational productivity.

30. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION: -

The statement of disclosure of remuneration and other statutory details of managerial personnel and employees, as mandated under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed hereto as "Annexure – D" and forms an integral part of this Report. In terms of the statutory provisions of Section 197(12) of the Companies Act, 2013, read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors hereby explicitly clarifies and confirms that none of the employees of the Company was in receipt of operational remuneration exceeding the financial thresholds prescribed under the said rules throughout the financial year ended March 31, 2026. Specifically:

- No employee employed throughout the financial year was in receipt of remuneration aggregating to 1 Crore 02 Lakhs or more per annum.

- No employee employed for a part of the financial year was in receipt of remuneration aggregating to 8 Lakhs 50 thousand or more per month.

- No employee employed throughout or part of the financial year was in receipt of remuneration which, in the aggregate, was in excess of that drawn by the Managing Director or Whole-time Director and held by himself/herself, or along with their spouse and dependent children, more than two percent (2%) of the equity shares of the Company.

Consequently, the Company is not legally required to append the specific statement containing the itemized particulars of employees required under the aforementioned rules to this Report for the fiscal period under review.

None of the Employee has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

31. CERTIFICATE FROM PRACTICING COMPANY SECRETARY

In accordance with Regulation 34(3) read with Clause (10)(i) of Paragraph C of Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a formal certificate from Mr. Ishit P. Vyas, Proprietor of M/s. Ishit Vyas & Co., Practicing Company Secretaries, Ahmedabad.

The practicing professional has certified that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India, the Ministry of Corporate Affairs, or any other such statutory or regulatory authority. The said certificate is annexed hereto as "Annexure – E" and forms an integral part of this Annual Report.

32. DIRECTORS RESPONSIBILITY STATEMENT: -

Pursuant to the provisions of Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge, belief, and administrative capability, and according to the primary information and formal explanations obtained from the management and statutory professionals, hereby confirm and declare that:

(a) Compliance with Applicable Accounting Standards:

In the preparation of the Standalone Annual Financial Statements for the financial year ended March 31, 2026, the applicable accounting standards, including the Indian Accounting Standards (Ind AS) prescribed under Section 133 of the Act, read with the Companies (Indian Accounting Standard) Rules, 2015, had been systematically followed, and no material departures have been recorded. Proper, complete, and exhaustive explanations have been meticulously embedded within the respective Notes to the Financial Statements for any financial presentation variations or technical reclassifications executed during the fiscal period under review.

(b) Maintenance of Prudent Accounting Policies, Judgments, and Estimates:

The Directors had carefully selected appropriate and robust accounting policies and applied them consistently across all corporate transactions. The judgments and administrative estimates formulated by the management were structured in a highly reasonable, prudent, and realistic manner so as to give a true and fair view of the state of affairs of the Company as of March 31, 2026, and of the net profit and overall comprehensive income of the Company for the financial year ended on that date.

(c) Care for Safeguarding Corporate Assets and Record Maintenance:

The Directors had taken proper, sufficient, and exhaustive care for the structural maintenance of adequate accounting records in absolute accordance with the statutory provisions of the Companies Act, 2013. This institutional framework has been designed to diligently safeguard the Property, Plant, Equipment, under-construction assets, and current inventory of the Company, alongside preventing, noticing, and detecting any instances of operational fraud, financial inaccuracies, systemic errors, or other structural irregularities.

(d) Preparation of Financial Accounts on a Going Concern Basis:

The Directors had prepared the Standalone Annual Financial Statements and corresponding documentation for the fiscal year ended March 31, 2026, on a strict "Going Concern" basis. The Board retains absolute confidence that the Company possesses sufficient capital strength, ongoing revenue-generating segments, and dedicated infrastructural projects to fulfill its long-term financial liabilities and continue its corporate operations for the foreseeable future.

(e) Adequacy and Effective Operation of Internal Financial Controls (IFC):

The Directors had laid down clear, functional, and formal Internal Financial Controls (IFC) to be rigorously followed by the Company, and the Board confirms that such internal financial control systems are structurally adequate, robustly aligned with organizational scales, and have been operating with maximum efficiency and continuity throughout the reporting year. These controls systematically encompass policy adherence, data accuracy, asset security, and comprehensive compliance across both the solar trading and manufacturing segments.

(f) Devising Proper Regulatory Compliance Systems:

The Directors had devised, structured, and implemented proper internal governance systems to ensure full, unconditional compliance with the provisions of all applicable statutory laws, industrial guidelines, SEBI regulations, and secretarial mandates. The Board explicitly confirms that such compliance infrastructure has been reviewed, found completely adequate, and is operating effectively across all tiers of corporate administration.

33. COMPLIANCE WITH SECRETARIAL STANDARDS:

During the financial year ended March 31, 2026, the Company has been in absolute, unconditional compliance with the mandatory Secretarial Standards issued, updated, and formulated by the Institute of Company Secretaries of India (ICSI).

Specifically, the corporate governance systems and administrative processes executed by the Company adhere completely to the following frameworks:

- Secretarial Standard on Meetings of the Board of Directors (SS-1): The Company has systematically complied with all statutory timelines, notice requirements, agenda dissemination protocols, quorum configurations, and precise minutes-recording methodologies for all meetings of the Board of Directors and its statutory Committees held during the fiscal period under review.

- Secretarial Standard on General Meetings (SS-2): The procedural mechanisms, shareholder notification intervals, remote e-voting systems, and reporting guidelines executed for convening and conducting general meetings of the members are in total harmony with the established parameters of SS-2.

The institutional compliance infrastructure of the Company remains robustly structured to safeguard transparency, protect minority shareholder rights, and ensure seamless secretarial conformity.

34. MANAGERIAL REMUNERATION:

In accordance with the provisions of Section 197 of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors confirms that the Company has not paid any managerial remuneration, commissions, or perquisites to its Managing Director, Executive Directors, or any other member of the Board of Directors during the financial year ended March 31, 2026.

Consequently, the provisions relating to the calculation of statutory limits and obtaining requisite approvals from the Nomination and Remuneration Committee, the Board of Directors, or the Shareholders, as mandated under Section 197 read with Schedule V to the Companies Act, 2013, are not applicable to the Company for the year under review. Furthermore, no managerial compensation was drawn from either the trading or the manufacturing business segments during the reporting year.

35. EXTRACT OF ANNUAL RETURN: -

Pursuant to the provisions of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013, and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Company is no longer required to attach an extract of the Annual Return in Form MGT-9 to the Boards Report following the statutory omissions mandated by the Companies (Amendment) Act, 2017.

In absolute compliance with the revised statutory framework, a full, unedited, and comprehensive copy of the Annual Return of the Company in the prescribed Form MGT-7 for the financial year ended March 31, 2026, has been securely hosted on the official website of the Company.

The web link to access the absolute prose and complete technical disclosures of the said Annual Return is explicitly provided below for the review of the stakeholders and regulatory authorities:

- Web Link: https://www.shivamshree.com

36. RISK MANAGEMENT:

The Company recognizes that risk is an inherent characteristic of corporate enterprise and is fully committed to managing it proactively, systematically, and structurally. In line with this commitment, the Company has successfully developed and implemented a highly integrated risk management framework designed to ensure that business risks are continuously identified, evaluated, tracked, and mitigated to safeguard long-term corporate sustainability and protect stakeholder value.

The senior administrative personnel and the Board of Directors review this risk management framework on a periodic basis to absorb emerging industry challenges, assess systemic exposures, and optimize internal operational controls.

The core risk elements identified by the Management as having a potential bearing on the organizational continuity, along with their established structural controls, are itemized below:

- Regulatory Changes and Compliance of Various Applicable Laws: As a listed corporate entity operating under multiple industrial segments, the Company is exposed to complex, shifting legal, secretarial, and environmental mandates. The Company mitigates this risk by maintaining an exhaustive internal compliance mapping infrastructure and utilizing experienced secretarial experts to ensure unconditional adherence to the Companies Act, 2013, SEBI Regulations, and local laws.

- Currency Fluctuation: Macroeconomic shifts and exchange rate volatility present standard transactional exposures. The finance department maintains active surveillance over financial markets to implement prudent fiscal measures where necessary to protect operational cash flows from transactional erosion.

- Manufacturing & Supply Chain Risks: The operations of the industrial bags manufacturing unit depend on the seamless procurement of specialized raw materials and reliable logistical corridors. The Company systematically builds strong relationships with multiple vendors, maintains strategic buffer inventories, and enforces strict quality control parameters to eliminate any potential supply or production bottlenecks.

- Technological Changes: Industrial manufacturing and solar engineering require constant adaptation to modern operational standards. The Management addresses this by investing heavily in modern infrastructural setups, as evidenced by the ongoing construction of its advanced, self-owned manufacturing premises for the FIBC Bags unit and its solar power generating systems.

- New Capital Investments Return: The Company is executing substantial long-term financial allocations toward capital projects, including its proprietary Solar Power Plant and manufacturing facility. To safeguard capital returns, the Management subjects all capital expenditure (CapEx) initiatives to strict technical evaluations, budgetary monitoring, and milestone-based project reviews before and during capitalization under Capital Work-in-Progress (CWIP).

- Litigation Risks: The Company maintains transparent documentation and strong contractual frameworks across all its trade deals, vendor relationships, and creditor agreements—such as the structural reclassification of long-term trade liabilities—to insulate the enterprise from costly commercial disputes and corporate litigations.

The Board of Directors has thoroughly evaluated these operational risk matrices and confirms that none of the aforementioned risks threaten the immediate or long-term existence of the Company. A robust, functional, and responsive risk mitigation mechanism is firmly in place to ensure that even if any of these exposures materialize, their financial or operational impact on the Company is kept at a minimum or completely neutralized.

37. MAINTENANCE OF COST RECORDS:

Pursuant to the statutory disclosures mandated under Section 134(3)(q) of the Companies Act, 2013, read with Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby explicitly clarifies and records that the Company is not required to maintain cost accounts and operational cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014.

The individual turnover and operational thresholds generated across both the trading and manufacturing segments of the Company during the financial year under review do not trigger the statutory limits mandated under the applicable rules.

Accordingly, such financial accounts, detailed cost sheets, and costing registers are not legally required to be prepared, made, or maintained by the management for the financial year ended March 31, 2026, and no separate filing is required to be submitted to the Central Government (Ministry of Corporate Affairs).

38. CAUTIONARY STATEMENT:

Statements contained in this Directors Report and the Management Discussion and Analysis Report describing the Companys institutional objectives, projections, operational expectations, strategic estimates, or future financial forecasts may constitute "forward-looking statements" within the meaning of applicable securities laws, corporate statutes, and regulatory guidelines.

These statements are inherently based on certain assumptions and expectations of future events which are subject to a wide array of business risks, external macroeconomic factors, and systemic uncertainties.

The Companys actual results, performance, operational breakthroughs, or financial achievements could differ substantially, materially, or adversely from those expressed, anticipated, or implied within these forward-looking projections due to a variety of significant underlying factors. Important factors and risks that could critically influence, alter, or impact the Companys direct operations, trading volumes, and manufacturing outputs include, inter alia:

- Demand and Supply Dynamics: Global and domestic demand-and-supply conditions affecting the volume, inventory turnover, and selling prices of finished goods, particularly within the textile and packaging material markets.

- Input Availability and Cost Volatility: Fluctuations in the structural availability, supply chain logistics, and procurement prices of core raw materials, inputs, and components required for the under-construction manufacturing premises and industrial setups.

- Regulatory and Legal Frameworks: Regulatory shifts, amendments to the Companies Act, 2013, changes in SEBI tracking regulations, local environmental laws, or updates to municipal policies.

- Fiscal and Tax Policies: Changes in direct and indirect taxation infrastructure, Customs and Foreign Exchange rules, Goods and Services Tax (GST) mandates, and other general statutory tax laws.

- Macro-Environmental Conditions: Economic performance, political developments, financial market volatility, and credit availability within the country and globally.

- Operational Legalities and Labor: Lingering commercial litigations, dispute resolutions, and the continued stability of industrial relations across the companys core operations.

The Company assumes absolutely no professional obligation or legal responsibility to publicly amend, update, modify, or revise any forward-looking statements contained herein on the basis of any subsequent developments, fresh information, or future occurrences, except as may be strictly required under applicable statutory provisions and listing agreements.

39. DEPOSITORY SYSTEM:

In order to provide maximum efficiency, seamless transactional convenience, and absolute security to its shareholders, the equity shares of the Company are fully admitted and available for dematerialization across both the premier national depositories established in India, namely:

- National Securities Depository Limited (NSDL)

- Central Depository Services (India) Limited (CDSL)

The International Securities Identification Number (ISIN) structurally allotted to the Companys equity shares is INE857P01021.

Pursuant to the operational mandates issued by the Securities and Exchange Board of India (SEBI) and the Ministry of Corporate Affairs (MCA), the Companys equity shares can only be transferred or traded in dematerialized form on the stock exchange. The Board of Directors strongly advises and requests all those members who continue to hold their equity shares in physical certificate form to take proactive steps to convert their physical holdings into dematerialized format with a registered Depository Participant (DP) of their choice.

This conversion eliminates all structural risks associated with physical certificates, such as loss in transit, theft, forgery, or accidental mutilation, while facilitating instant electronic trade settlements.

40. ADDITIONAL INFORMATION AND NOTES FORMING PART OF THE ACCOUNTS:

The Notes to the Financial Statements, read together with the relevant accounting policies and additional information, are self-explanatory and do not call for any further comments or explanations from the Board of Directors under Section 134 of the Companies Act, 2013.

All necessary operational, financial, and regulatory information, including the details pertaining to the capital expenditure under Capital Work-in-Progress (CWIP) and the reclassification of trade payables, has been adequately disclosed in the Notes forming part of the Standalone Financial Statements. The

Board confirms that the financial statements have been prepared in compliance with the applicable Indian Accounting Standards (Ind AS).

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

Pursuant to the provisions of Rule 8(5)(vii) of the Companies (Accounts) Rules, 2014, the Board of Directors hereby confirms that there have been no significant, adverse, or material orders passed against the Company by any regulatory authorities, stock exchanges (including BSE Limited), courts of law, statutory tribunals, or the Ministry of Corporate Affairs during the financial year ended March 31, 2026.

No judicial or administrative orders have been issued that impact the "Going Concern" status of the Company or could structurally threaten its operational future, project developments under Capital Work-in-Progress (CWIP), or the baseline continuity of its trading frameworks.

42. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

Pursuant to Rule 8(5)(viii) of the Companies (Accounts) Rules, 2014, read with Section 134(5)(e) of the Act, the Company has engineered and maintained an extensive, automated, and legally compliant Internal Financial Controls (IFC) framework.

The system is calibrated to match the scale, multi-segment diversity, and operational flow of the business. It encompasses structured policies and verification checkpoints to ensure:

- The orderly, systemic, and efficient conduct of corporate operations, including manufacturing outputs and trading volumes.

- Absolute adherence to corporate management policies, board mandates, and institutional authorizations.

- The complete safeguarding of its tangible assets, under-construction solar infrastructures, and raw fabric inventories.

- The prevention, tracking, and early detection of administrative errors, financial leakages, or structural frauds.

- The absolute accuracy, completion, and timely closing of accounting ledgers to facilitate the compilation of reliable financial statements in accordance with Ind AS.

The Statutory Auditors have independently evaluated these internal mechanisms and verified that the internal financial control systems over financial reporting are operating with maximum consistency, continuity, and effectiveness across all administrative tiers.

43. PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

In strict alignment with the mandatory updates injected under Rule 8(5)(xi) of the Companies (Accounts) Rules, 2014, the Board of Directors explicitly states and registers that:

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- There are no corporate insolvency proceedings, financial recovery actions, or restructuring operations initiated, filed, or pending against the Company under the Insolvency and Bankruptcy Code, 2016 (IBC) before the National Company Law Tribunal (NCLT) or any other judicial body during the financial year ended March 31, 2026.

- The Company has not made any application or corporate filing under the IBC for the initiation of corporate insolvency resolution processes during the fiscal period under review.

44. 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:

Pursuant to the statutory reporting updates mandated under Rule 8(5)(xii) of the Companies (Accounts) Rules, 2014, the Board of Directors notes that the Company has not entered into any OneTime Settlement (OTS) schemes, financial hair-cuts, or debt restructuring settlements with any commercial banks, scheduled financial institutions, or non-banking financial companies (NBFCs) during the financial year ended March 31, 2026.

Consequently, the requirement to disclose or evaluate any differences between the valuation done at the time of executing such a one-time settlement and the structural asset valuation done while originally securing credit facilities is entirely not applicable to the Company.

45. APPRECIATION AND ACKNOWLEDGMENTS:

The Board of Directors wishes to place on record its deep sense of gratitude and sincere appreciation for the continuous support, guidance, and co-operation received from various Central and State Government Departments, organizational bodies, local municipal authorities, and statutory regulatory agencies during the financial year ended March 31, 2026.

The Directors also gratefully acknowledge the unyielding trust, confidence, and excellent support extended to the Company by its valued stakeholders, viz., Shareholders, customers, institutional dealers, vendors, banking institutions, and other corporate business partners during the fiscal period under review. Their sustained alliance has been instrumental in enabling the Company to navigate macroeconomic challenges and execute its strategic operations efficiently.

The Board of Directors further expresses its warm appreciation to all the employees, staff members, and workmen of the Company at all levels for their unstinted commitment, technical dedication, and continued valuable contributions. It is their collaborative effort that drives the operational growth of the Company, including the management of trading segments and the structural deployment of long-term capital infrastructure projects like the Solar Power Plant and the Flexible Intermediate Bulk Container (FIBC) Bags manufacturing initiatives. The Management remains entirely committed to fostering this shared spirit of excellence to deliver enhanced, long-term stakeholder value in the years ahead.