Shivashrit Foods Ltd Directors Report

To the Members of

SHIVASHRIT FOODS LIMITED

[Formerly known as SHIVASHRIT FOODS PRIVATE LIMITED]

The Board of Directors of SHIVASHRIT FOODS LIMITED ("Shivashrit" or "the Company") is pleased to present the 09th Annual Report on the business performance and operations together with the Audited Financial Statements of the Company for the year ended March 31, 2026 ("FY26").

1. COMPANY OVERVIEW:

Founded in 2017, the Company is a leading manufacturer and exporter of premium-quality potato flakes, headquartered in Aligarh, Uttar Pradesh, India. With a dedicated potato processing and manufacturing facility strategically located in Aligarh, Western Uttar Pradesh, the Company has established itself as a trusted name in the food processing sector.

Operating primarily on a B2B business model, the Company supplies potato flakes to a wide base of industrial clients in the food and snacks industry, catering to both domestic and international markets. Building on this foundation, the Company is now expanding into the B2C segment, targeting the retail market through e-commerce channels to reach a wider consumer base.

During FY26, the Company further strengthened its presence in both domestic and international markets by expanding its customer base and enhancing its market reach. The Company also continued to grow its B2C business through e-commerce platforms while focusing on operational efficiency, product quality, and sustainable growth.

Also the company has during the year forayed into Indias traditional organized snacks market with the launch of its new product line: "Shree Aahar – Namkeens." The introduction of this range marks a significant milestone in the companys diversification strategy, strengthening its consumer-facing brand presence in the ready-to-eat foods category.

The new Shree Aahar – Namkeens collection features a wide assortment of authentic Indian snacks crafted to deliver the perfect balance of taste, quality, and crispness. The initial launch includes popular offerings such as::

- Traditional Mixtures: Aaloo Bhujia, Moong Dal, Navratan Mix, Punjabi Tadka, and All Rounder Mix.

- Kids Namkeen Range: Exciting puffed and crispy snacks, including Chatkare, Crunchy Katori, and Masala Puffs.

2. KEY FINANCIAL HIGHLIGHTS

Standalone (Rs. In Lakhs)

Particulars	FY26	FY25
Revenue from Operations	11,351.47	10,469.34
Other Income	196.15	115.25
Total Income	11,547.62	10,584.59
Profit before Finance costs and D&A Expenses (EBITDA)	2,604.82	2,338.18
Finance costs	451.29	381.40
Depreciation and amortization expenses	376.75	438.12
Profit before tax	1,776.78	1,518.66
Total Tax expense	371.78	317.17
Net Profit	1,405.00	1,205.50
Basic EPS (in ?)	8.51	8.61
Diluted EPS (in ?)	8.51	8.61

3. FINANCIAL REVIEW AND STATE OF COMPANYS AFFAIRS

During FY 2026, the Company recorded revenue from operations of Rs. 11,351.47 lakhs, as against Rs. 10,469.34 lakhs in the previous financial year, registering a growth of 8.43%. Profit Before Tax increased to Rs. 1,776.78 lakhs from Rs. 1,518.66 lakhs, while Profit After Tax stood at Rs. 1,405.00 lakhs as compared to Rs. 1,205.50 lakhs in the previous financial year. The Companys cash and cash equivalents as at March 31, 2026, stood at Rs. 2,740.89 lakhs, compared to Rs. 98.75 lakhs as at March 31, 2025, reflecting a strong liquidity position and improved financial performance.

4. TRANSFER TO RESERVES

The Board of Directors has not appropriated and transferred any amount to any Reserve and the Board has decided to retain the entire amount in the Profit and Loss account.

5. CHANGE IN THE NATURE OF BUSINESS

The Company did not undergo any change in the nature of its business during the year under review.

6. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT:

There have been no material changes and commitments affecting the financial position of the Company that have occurred between the end of the financial year to which the financial statements relate and the date of this Report. Accordingly, no disclosure is required under Section 134(3)(l) of the Companies Act, 2013.

7. MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion and Analysis Report for the year under review, as required under Regulation 34(2) (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, i.e. Details on the Companys strategic direction, opportunities and growth initiatives, forms an integral part of this Annual Report.

8. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended March 31, 2026, in order to conserve resources and support the Companys ongoing strategic initiatives. This decision aligns with the Companys long-term objectives and capital allocation priorities.

9. DEPOSITS

During the reporting period, The Company has not invited/ accepted any deposit other than the exempted deposit as prescribed under the provision of the Companies Act, 2013, and the rules framed there under, as amended from time to time. Hence there are no particulars to report about the deposit falling under Rule 8 (5) (v) and (vi) of Companies (Accounts) Rules, 2014.

10. SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANIES

During the reporting period, the company does not have any subsidiary, associate companies or joint venture companies within the meaning of section 2(6) of the Companies Act, 2013 ("Act").

11. SHARE CAPITAL

Authorised Capital:

The Authorized Share Capital of the Company as on March 31, 2026 is INR 25,00,00,000 (Rupees Twenty-Five Crores Only) divided into 2,50,00,000 (Two Crores Fifty Lakhs) equity shares having face value of INR 10/- (Rupees Ten) each.

During the financial year under review, there was no change in the Authorised Share Capital of the Company.

Paid up and Subscribed Share Capital

The Paid up and Subscribed Share Capital of the Company as on March 31, 2026 is INR 18,26,90,000/- (Rupees Eighteen Crore Twenty-Six Lacs Ninety Thousand Only) divided into 1,82,69,000 (One Crore Eighty-Two Lacs Sixty-Nine Thousand) equity shares having face value of INR 10/- (Rupees Ten) each.

During the year under review;

- The Company issued and allotted 4316000 (Forty-Three Sixteen Thousand) equity shares having a nominal value of Rs. 10/- (Rupees Ten Only) at par as fully paid to public as IPO.

12. AUDITORS AND AUDITORS REPORT

A. Statutory Auditors

As per the provisions of Section 139 of the Act, M/s. R G A R & Associates, Chartered Accountants (FRN: 007070N), Chartered Accountants were appointed as Statutory Auditors of the Company in the 07th Annual General Meeting held on September 30, 2024 for a period of five consecutive years up to the conclusion of the 12th Annual General Meeting to be held in the year 2029, at a remuneration mutually agreed upon by the Board of Directors and Statutory Auditors.

The Auditors Report on the Financial Statements of the Company for the year ended March 31, 2026 is unmodified i.e., it does not contain any qualification, reservation or adverse remark. The Statutory Auditors Report is enclosed with the Financial Statements forming part of the Annual Report.

There were no incidences of reporting of frauds by Statutory Auditors under Section 143(12) of the Act read with the Companies (Accounts) Rules, 2014.

B. Cost Auditors

The provisions pertaining to maintenance of Cost Records as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013, are not applicable to the Company.

C. Internal Auditors

Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, as amended, the Board of Directors in their meeting held on September 8, 2026, based on the recommendation of the Audit Committee, appointed Mr. Abhinay Agarwal, Chartered accountant as Internal Auditor of the Company for the Financial year 2026-27.

The scope of work and authority of the Internal Auditor is as per the terms of reference duly approved by Audit Committee. The Internal Auditor will be periodically monitoring and evaluating the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

D. Secretarial Auditor

In terms of the provisions of SEBI Listing Regulations read with the circulars issued by SEBI dated 12th December 2024 and 31st December 2024, the Members of the company, at 08th Annual General Meeting has appointed M/s. Pratibha Gupta & Associates (Membership No. 40984 and COP No. 15838), Practicing Company Secretary, as Secretarial Auditor for conducting Secretarial Audit of the Company for a term of 5 consecutive years w.e.f. 1st April 2025 till 31st March 2030 at such remuneration as may be decided by the Board of Directors in consultation with the Secretarial Auditor of the Company. The Secretarial Auditors have confirmed that they have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI) and hold valid certificate issued by the Peer Review Board of the ICSI.

13. NON-APPLICABILITY OF THE INDIAN ACCOUNTING STANDARDS:

As per provision of regulation Rule 4(1) of the Companies (Indian Accounting Standards) Rules, 2015 notified vide Notification No. G.S.R 111 (E) on 16th February, 2015, Companies whose shares are listed on NSE EMERGE as referred to in Chapter XB of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, are exempted from the compulsory requirements of adoption of IND-AS w.e.f. 1st April, 2017.

14. COMPANYS POLICY RELATING TO DIRECTORS APPOINTMENT AND PAYMENT OF REMUNERATION TO KEY MANAGERIAL PERSONNEL(S) AND EMPLOYEES:

In accordance with the provisions of Section 134(3)(e) and Section 178(2) of the Act, the Board of Directors has adopted a comprehensive Nomination and Remuneration Policy. The Policy outlines a structured framework for the appointment, remuneration and evaluation of Directors, Key Managerial Personnel (KMPs) and Senior Management of the Company.

The Policy is based on the principles of fairness, transparency, merit and performance orientation. It sets out the criteria for determining qualifications, positive attributes and independence of Directors and lays down the approach for fixing remuneration of Executive Directors, Non-Executive Directors (through sitting fees), KMPs and Senior Management.

Furthermore, the Policy also guides the Nomination and Remuneration Committee and the Board in identifying suitable candidates for appointment and in conducting performance evaluations in a fair and objective manner. The Nomination and Remuneration Policy of your Company is available on the Companys website at https://shivashritfoods.com/policies/.

15. BOARD EVALUATION:

Pursuant to the corporate governance requirements as prescribed in the Act and the Listing Regulations, the Board of Directors has carried out an annual evaluation of its Own performance, Board Committees and of Individual Directors. Pursuant to the applicable provisions of the Act and the Listing Regulations, the Nomination and Remuneration Committee of the Board shall specify the manner for effective evaluation of the performance of the Board, its Committee and Individual Directors (including Independent Directors) which includes criteria for performance evaluation of non-executive directors and executive directors.

The Board has devised a questionnaire to evaluate the performance of the Board, its Committees and Individual Directors. The Boards performance was evaluated by the Board after seeking inputs from all directors, based on criteria such as board composition and structure, effectiveness of board processes, information sharing and functioning. The same was discussed in the Board meeting, where the performance of the Board, its Committees and individual directors was evaluated and the performance evaluation of Independent Directors was conducted by the entire Board, excluding the Independent Director being evaluated.

16. DECLARATIONS FROM DIRECTORS

(i) Based on the declarations and confirmations received from the Directors, none of the Directors of the Company are disqualified from being appointed/ continuing as Directors of the Company.

(ii) Affirmation of all members of the board of directors and Senior Management Personnel have been received on the code of conduct for board of directors and senior management.

(iii) Pursuant to the provisions of Section 149 of the Act, the Independent Directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b), 25(8) of the SEBI Listing Regulations. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

(iv) The Company maintains a policy of transparency and ensures an arms length relationship with Independent Directors. No transactions were entered into with Independent Directors during the year that could have any material pecuniary relationship with them. Apart from sitting fees, no remuneration was paid to any Independent Director.

17. BOARD OF DIRECTORS, THEIR MEETINGS AND KEY MANAGERIAL PERSONNEL:

(A) Board of Directors

The Board comprises of Six directors with an optimum composition of Executive, Non-executive Independent Directors, ensuring strong corporate governance and safeguarding stakeholder interests. None of the Directors are disqualified under Section 164 of the Act. Furthermore, in the opinion of the Board, all the Independent Directors possess the requisite expertise, integrity, and experience.

As on March 31, 2026, The Board of Directors comprises of 6 Directors of which 3 were non-executive independent directors, as categorized below:

Sr. No.	Name of Director	Designation
1.	Mr. Nishant Singhal	Managing Director
2.	Mr. Prashant Singhal	Non-Executive Director (Chairman)
3.	Ms. Sunita Singhal	Non-Executive Director
4.	Mr. Sachin	Non-Executive Independent Director
5.	Mr. Sagar Agarwal	Non-Executive Independent Director
6.	Mrs. Kusum Sharma	Non-Executive Independent Director

(B) Appointments of Directors:

During the year under review, there was no change in directors and KMP

(C) Resignation / Completion of Tenure of Directors:

During the year under review, no board member has resigned.

(D) Change in Designation of the directors:

During the year under review, there is no change in designation of directors

(E) Retirement by rotation and subsequent reappointment

In accordance with the provisions of Section 152 of the Companies Act read with provisions contained in the Articles of Association of the Company, Mr. Prashant Singhal (DIN No. 01503422) is liable to retire by rotation at the ensuing Annual General Meeting of the Company and being eligible has offered his candidature for reappointment. The notice convening the AGM includes the proposal for re-appointment of Director.

(F) Board Meetings

The Board meets at regular intervals to discuss and decide on Companys business policies and strategy apart from other business of the Board. The notice of Board meetings is given in accordance with the provisions of the Companies Act, 2013, and applicable rules thereunder. The agenda for the Board/ Committee meetings includes detailed notes on the items to be discussed, enabling directors/ members to make informed decisions.

During the year under review, the Board of Directors duly met 15 (Fifteen) times viz. on April 1, 2025, April 4, 2025, April 5, 2025, June 3, 2025, July 30, 2025, August 08, 2025, August 13, 2025, August 14, 2025, August 21, 2025, August 28, 2025, August 28, 2025, August 29, 2025, November 13, 2025, February 02, 2026 and February 19, 2026. The intervening gap between two consecutive Board meetings didnt exceed the stipulated days.

The details of attendance of the directors at the meetings of the Board of Directors held during the year under review are as under:

Sr. No.	Name of Director	Designation	No. of Meetings Held	No. of Meetings Attend
1.	Mr. Nishant Singhal	Managing Director	15	15
2.	Mr. Prashant Singhal	Non-Executive Director (Chairman)	15	15
3.	Ms. Sunita Singhal	Non-Executive Director	15	15
4.	Mr. Sachin	Non-Executive Independent Director	15	15
5.	Mr. Sagar Agarwal	Non-Executive Independent Director	15	15
6.	Mrs. Kusum Sharma	Non-Executive Independent Director	15	15

(G) Key Managerial Personnel

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the following are the Key Managerial Personnel of the Company:

(i) Mr. Nishant Singhal, Managing Director of the Company

(ii) Mr. Abhishek Jain, Chief Financial Officer of the Company,

(iii) Ms. Bharti, Company Secretary and Compliance officer of the Company.

(H) Appointments and resignations of Key Managerial Personnel:

There was no change in Key Managerial Personnel during the reporting period.

18. COMMITTEES OF THE BOARD OF DIRECTORS

The Company has constituted the following Committees in accordance with the provisions of the Companies Act, 2013 read with the rules made thereunder and the SEBI Listing Regulations;

(a) Audit Committee

(b) Nomination and Remuneration Committee

(c) Stakeholders Relationship Committee:

(a) AUDIT COMMITTEE

Your Company has duly constituted an Audit Committee on February 7, 2025 in compliance with the provisions of Section 177 of the Act read with Rule 6 of the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 18 of the Listing Regulations. The members of the Audit Committee possess sound knowledge on accounts, audit, finance, taxation, internal controls, etc. The Audit Committee of your Company comprises of the following members as on the end of the year:

Sr.	Name of Director	Designation
1.	Mr. Sagar Agarwal	Chairman
2.	Mr. Sachin	Member
3.	Mr. Prashant Singhal	Member

During the year under review, the Audit Committee duly met Seven (7) times viz. on 4th April, 2025, July 8, 2025, August 08, 2025, August 13, 2025, August 28, 2025, November 13, 2025, and February 19, 2026.

Sr. No.	Name of Director	Designation	No. of Meetings Held	No. of Meetings Attend
1.	Mr. Sagar Agarwal	Chairman	7	7
2.	Mr. Prashant Singhal	Member	7	7
3.	Mr. Sachin	Member	7	7

During the year under review, all recommendations made by the Audit Committee to the Board of Director were accepted by the Board.

(b) NOMINATION AND REMUNERATION COMMITTEE

Your Company has duly constituted a Nomination and Remuneration Committee on February 7, 2025 in compliance with the provisions of Section 178 of the Act, 2013, read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 19 of the Listing Regulations.:

The Nomination and Remuneration Committee of your Company comprises the following members as on the end of the year

Sr.	Name of Director	Designation
1.	Mr. Sachin	Chairman
2.	Mr. Sagar Agarwal	Member
3.	Mrs. Sunita Singhal	Member

The Nomination and Remuneration Committee held one meeting during the year as on 17th February 2026.

(c) STAKEHOLDERS RELATIONSHIP COMMITTEE

Your Company has constituted a Stakeholders Relationship Committee on February 7, 2025 in compliance with the provisions of Section 178(5) of the Act and Regulation 20 of the Listing Regulations. The Stakeholders Relationship Committee of your Company comprises of the following members as on the end of the year:

Sr.	Name of Director	Designation
1.	Mr. Prashant Singhal	Chairman
2.	Mrs. Sunita Singhal	Member
3.	Mrs. Kusum Sharma	Member

The Stakeholders Relationship Committee held one meeting during the year as on 17th February 2026.

(d) Independent directors meeting

During the reporting period, Independent Directors meeting was held on 16th August 2026.

19. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the statement annexed hereto as "Annexure-I" and forms a part of this report.

20. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

Pursuant to the provisions of Section 135 of the Companies Act, 2013, Every company having net worth of rupees five hundred crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crore or more during the immediately preceding financial year is required to incur at least 2% of the average net profits of the preceding three financial years towards Corporate Social Responsibility (CSR).

The Annual Report on CSR activities undertaken the Company during the financial year ended March 31, 2026 in accordance with applicable provisions of Act is enclosed as "Annexure-II".

21. EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) and Section 134 (3) (a) of the Companies Act, 2013 (the Act) and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the financial year ended March 31, 2026, in Form MGT-7, will be made available on the website of the Company at https://shivashritfoods.com/.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Pursuant to Section 186 of the Companies Act, 2013 disclosure on particulars relating to Loans, Advances, Guarantees and Investments are provided as a part of the financial statements.

23. REMUNERATION OF DIRECTORS AND EMPLOYEES

Disclosure comprising particulars with respect to the remuneration of directors and employees, as required to be disclosed in terms of the provisions of Section 197(12) of the Act and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure - IV to this Report.

The information in respect of employees of the Company pursuant to Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure - IV forming part of this report

24. CORPORATE GOVERNANCE

The Company understands and respects its fiduciary role and responsibility towards its stakeholders and society at large and strives to serve their interests, resulting in creation of value for all its stakeholders. The Company has been listed on Emerge Platform of NSE and by virtue of Regulation 15 of the SEBI Listing Regulations, the compliance with the corporate governance provisions as specified in Regulation 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. However, the Company continues to adhere to the best practices prevailing in Corporate Governance and follows the same in its true spirit. Hence, the Corporate Governance Report does not form part of this Annual Report.

25. DISCLOSURE ON COMPLIANCE OF SECRETARIAL STANDARDS

The Company has complied with Secretarial Standards on Board Meetings and General Meetings issued by the Institute of Company Secretaries of India.

26. RELATED PARTY TRANSACTIONS

All transactions entered into with Related Parties as defined under the Companies Act, 2013 and Regulation 23 of the Listing Regulation during the financial year were in the ordinary course of business and on an arms length pricing basis except the details of which are disclosed in Form AOC-2. In compliance of applicable laws, your company has formulated a policy on dealing with related party transactions and details of the policy is available on the website https://shivashritfoods.com/.

During the year under review, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions except which is reported in Form No. AOC-2, attached as Annexure III in terms of Section 134(3)(h) read with Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

27. INTERNAL FINANCIAL CONTROLS

The Board and Management of the company are responsible to establishing & monitoring an effective Internal control system to ensure the reliability and Integrity of financial reporting. The Company has implemented a well-structured framework comprising systems, policies, procedures and controls that are currently in operation to ensure the orderly and efficient conduct of its business operations. This includes adherence to the policies, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial information.

The Management has assessed the effectiveness of the Companys internal control over financial reporting as at March 31, 2026, and believes that the Company has a proper and adequate internal control system, commensurate with its size and operations, which is well-documented, digitized, embedded in the business processes, and effectively designed and operating to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements.

Some of the significant features of internal control systems includes:

- Clearly defined roles and responsibilities to prevent unauthorized transactions.

- Stringent approval mechanisms for financial transactions and capital expenditures.

- Adherence to the applicable laws, regulations, standards and internal procedures and systems.

- Regular internal audits and management reviews to assess the effectiveness of controls.

- Measures to de-risk assets, resources and protect against any loss, and providing trainings for safety measures.

- Ensuring integrity of the accounting system through proper authorization and recording of all transactions.

- Preparation and monitoring of annual budgets across operational and support functions.

- Oversight by the Audit Committee of the Board, which regularly reviews audit plans, key findings, internal controls, and compliance with accounting standards.

- Continuous enhancement and upgradation of IT systems supporting internal controls.

Assurance on the effectiveness of internal controls is derived from management reviews, self-assessment exercises, and periodic evaluations by the compliance team. These controls are also independently tested by both internal and statutory auditors during their audits.

The Statutory Auditors have audited the financial statements forming the part of Annual Report and issued their report on Companys internal financial control over financial reporting, as defined under section 143 of the Companies Act, 2013.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 (9) of the Act read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations your Company already has in place "Vigil Mechanism Policy" (Whistle Blower Policy) on the website of your Company https://shivashritfoods.com/. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/or any unethical practices in the organization without knowledge of the Management. All employees shall be protected from any adverse action for reporting any unacceptable or improper practice and/or any unethical practice, fraud or violation of any law, rule or regulation. Employees have the right/option to report their concerns/grievances to the Chairperson of the Audit Committee. The Company is dedicated to maintaining the highest standards of ethical, moral, and legal conduct as a foundation for strong corporate governance.

29. RISK MANAGEMENT

The Board believes that risk management is very essential to achieve strategic objectives and long-term sustainability. In this volatile, uncertain and complex operating environment, only companies that manage their risk effectively can sustain. Our focus is to identify such risk and embed mitigate actions for material risk that could impact companys strategic objectives and long-term sustainability. The nature of business is such that it is subject to certain risks at different points of time. Some of these include escalation in the cost of raw materials and other inputs, increasing competitive intensity from other players, changes in regulation from central and state governments, cyber security, data management and migration risks, data privacy risk, environmental and climate risk.

The Board has devised and implemented a mechanism for risk management and has developed a Risk Management Policy, aims at identifying, analyzing, assessing, mitigating, monitoring and governing any risk or potential threat in the achievement of strategic objectives of the company. Our Risk Management Policy which assists the Management in monitoring and reviewing the risk management plan, implementation of the risk management framework of the Company and such other functions as Board may deem fit.

Risk management is embedded in the Companys corporate strategies and operating framework, and the risk framework helps the Company to meet its objectives by aligning operating controls with the corporate mission and vision. The Companys risk management framework supports an efficient and risk-conscious business strategy, delivering minimum disruption to business and creating value for our stakeholders. The Company has in place comprehensive risk assessment and minimization procedures, integrated across all operations and entails the recording, monitoring and controlling enterprise risks and addressing them timely and comprehensively.

The Company classifies risks into the following major categories:

- Strategic Risks · related to external environment, business model, and long-term sustainability.

- Operational Risks · arising from internal processes, supply chain, IT systems, and human resources.

- Financial Risks · including credit risk, liquidity risk, interest rate fluctuations, and foreign exchange exposure.

- Compliance and Regulatory Risks · related to changes in applicable laws, regulations, and policies.

- Reputational Risks · concerning brand image, public perception, and stakeholder trust.

The Company has always had a proactive approach when it comes to risk management where it periodically reviews the risks and strives to develop appropriate risk mitigation measures for the same.

Risk Governance Structure

The Company has instituted a Risk Governance Structure to ensure that risks are identified, assessed, monitored, and mitigated at various levels across the organization. The governance framework establishes clear roles and responsibilities for risk management, promoting accountability and transparency.

Board of Directors

The Board holds the ultimate responsibility for overseeing the Companys risk management framework. It ensures that appropriate systems and policies are in place to manage material risks and align risk appetite with strategic objectives. The Board periodically reviews major risks and the effectiveness of risk mitigation measures.

Audit Committee -

The Audit Committee, on behalf of the Board, plays a key role in reviewing the Companys risk profile and internal control systems. It evaluates the adequacy of the risk management framework, policies, and risk registers, and provides guidance to management for improvement where necessary.

Senior Management

The Senior Management is responsible for establishing and maintaining a sound internal control environment. They ensure that risk management is embedded into business planning, operations, and decision-making processes. Departmental heads are accountable for identifying risks within their functions and implementing suitable controls.

Internal Audit

Internal Audit provides independent assurance to the Audit Committee and the Board on the effectiveness of internal controls and risk management processes. It evaluates the design and operational effectiveness of controls and recommends improvements where needed.

30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (‘POSH Act) and the Rules made thereunder. The Company has complied with the provisions relating to the constitution of the Internal Complaints Committee as per the POSH Act.

Disclosure in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is as under:

SR. NO.	PARTICULARS	DETAILS
1.	Number of complaints pending as on beginning of the financial year	NIL
2.	Number of complaints received during the financial year	NIL
3.	Number of complaints disposed of during the financial year	NIL
4.	Number of complaints pending as on end of the financial year	NIL

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

32. REPORTING OF FRAUDS

There was no instance of fraud during the year FY 2025 which was required to be reported by the Statutory Auditors to the Audit Committee or the Board under Section 143(12) of the Act and rules made thereunder.

33. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company firmly believes that its people are its most valuable asset, and this principle continues to be at the core of all its Human Resource Management (HRM) practices. It emphasizes on the freedom to express views, competitive pay structure, performance-based reward system and growth opportunities. The Company supports a competitive compensation structure, a performance-driven reward system, and ample growth opportunities. It has implemented well-documented, employee-friendly policies aimed at enhancing transparency, fostering a culture of teamwork and mutual trust, and aligning individual aspirations with the Companys strategic goals.

The Company also provides industry-relevant training to upgrade the skills and competencies of its workforce. It is committed to cultivating a work environment that ensures fairness, inclusivity, and equal opportunities for all employees.

The Company remains dedicated to upholding the highest standards of ethics, maintaining a learning-oriented culture, and offering long-term growth opportunities across all levels of the organization.

34. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) and 134(5) of the Companies Act, 2013, The Board of Directors hereby state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there was no material departure.

b) the Director had selected appropriate accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and out of the profit and loss of the company for that period;

c) The Directors have taken proper and sufficient proper and sufficient care has been taken for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors had prepared the annual accounts on a going concern basis

e) The Directors had laid down adequate internal financial controls to be followed by the company and that such internal financial controls are adequate and are 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 are operating effectively.

The aforesaid statement has also been reviewed and confirmed by the Audit Committee of the Board of Directors of the Company.

35. OTHER DISCLOSURES:

- EMPLOYEES STOCK OPTION PLAN

The Company has not provided stock options to any employee during the period

- POLICY ON DETERMINATION AND DISCLOSURE OF MATERIALITY OF EVENTS AND INFORMATION

Your Company has adopted a Policy on Determination and Disclosure of Materiality of Events and Information. The Policy on Determination and Disclosure of Materiality of Events and Information has been available on the website of the Company at www.shivashritfoods.com.

- THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 AND THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

There were no applications which are made by or against the company under The Insolvency and Bankruptcy Code, 2016 during the year.

- DISCLOSURES UNDER MATERNITY BENEFIT ACT, 1961

The Company declares that it has duly complied with the provisions of the Maternity Benefit Act, 1961. All eligible women employees have been extended the statutory benefits prescribed under the Act, including paid maternity leave, continuity of salary and service during the leave period, and post-maternity support such as nursing breaks and flexible return-to-work options, as applicable. The Company remains committed to fostering an inclusive and supportive work environment that upholds the rights and welfare of its women employees in accordance with applicable laws.

The summary of maternity benefit-related records for the financial year is as follows:

SR. NO.	PARTICULARS	NOS.
1.	Number of women employees working	2
2.	Number of women employees eligible for Maternity Benefit	2
3.	Number of women employees who availed Maternity Benefit	0

36. ACKNOWLEDGEMENTS

Your Board would like to express their sincere appreciation to all employees for their dedication, commitment, and invaluable contributions to the Companys success. Their passion and perseverance have been instrumental in positioning the Company at the forefront of the industry. We also express our gratitude to our valued customers for their continued trust, appreciation, and loyalty towards our products.

The Board is deeply thankful to our investors and banking partners for their steadfast support throughout the year. We also acknowledge the continued guidance and cooperation received from regulatory authorities, including SEBI, the Stock Exchanges, and other Central and State Government bodies. Furthermore, we appreciate the support and collaboration of our supply chain partners and other business associates. We look forward to their continued association as we move ahead on our growth journey.

For Shivashrit Foods Limited

[Formerly known as Shivashrit Foods Private Limited]

Sd/-

Nishant Singhal

Managing Director

DIN No. 01503506

Sd/-

Prashant Singhal

Director

DIN No.0153422

Place: Aligarh

Date: September 08, 2026