Shlokka Dyes Ltd Directors Report

To,

The Members,

SHLOKKA DYES LIMITED

(Formerly known as Shlokka Dyes Private Limited)

The Board of Directors are pleased to present the Fifth Annual Report on the operations of Shlokka Dyes Limited ( the Company ) together with the Standalone Audited Financial Statements for the Financial Year ended March 31, 2026.

FINANCIAL HIGHLIGHTS:

The summarised financial performance / highlights of the Company for the year ended on March 31, 2026 is as under:

(Rs. in Lakhs)

PARTICULARS	STANDALONE FINANCIAL STATEMENTS - YEAR ENDED MARCH 31, 2026	STANDALONE FINANCIAL STATEMENTS - YEAR ENDED MARCH 31, 2025
Revenue from Operations	8,194.13	10,342.62
Other Income	95.68	2.84
Total Income	8,289.81	10,345.46
Expenses:
- Cost of Material Consumed	7,543.57	8,905.66
- Manufacturing and Operating Cost	310.89	166.82
- Changes in Inventories of Finished Goods, Work-inProgress and Stock-in-Trade	(1,065.88)	(761.97)
- Employee Benefits Expenses	122.10	83.17
- Finance Costs	241.62	280.43
- Depreciation and Amortisation Expenses	347.83	386.00
- Other Expenses	143.62	84.08
Total Expenses	7,643.75	9,144.19
Profit / (Loss) before Extra-Ordinary Items and Tax	646.06	1,201.27
Extra-Ordinary Items / Prior Period Items	-	-
Profit / (Loss) before Tax	646.06	1,201.27
Tax Expense:	150.10	197.07
A) Current Income Tax	160.71	209.54
B) Deferred Tax (Assets) / Liabilities	(10.61)	(12.47)
Profit / (Loss) After Tax	495.96	1,004.20
Earnings Per Share - Basic (Rs.)	2.32	6.67
Earnings Per Share - Diluted (Rs.)	2.76	12.66

Note: The Earnings Per Share for the Financial Year 2025-26 has been computed on the weighted average number of equity shares outstanding during the year (1,79,46,275 equity shares; previous year 79,33,835 equity shares) in accordance with Accounting Standard - 20.

STATE OF COMPANY S AFFAIRS AND OPERATIONS:

Your Company was originally incorporated as Shlokka Dyes Private Limited as a private limited company under the provisions of the Companies Act, 2013 vide Certificate of Incorporation dated July 09, 2021 bearing Corporate Identification Number U24299GJ2021PTC124004, issued by the Registrar of Companies, Central Registration Centre, Ministry of Corporate Affairs, Government of India. Subsequently, the Company was converted into a public limited company pursuant to a special resolution passed by the members at the ExtraOrdinary General Meeting held on October 08, 2024 and, consequently, the name of the Company was changed to SHLOKKA DYES LIMITED and a fresh Certificate of Incorporation dated November 11, 2024 was issued by the Registrar of Companies, Central Registration Centre. The CIN of the Company is U24299GJ2021PLC124004.

The Company is engaged in the business of manufacturing of Reactive Dyes, a category of Synthetic Organic Dyes extensively utilised in the textile industry. The manufacturing facility of the Company is situated at Plot No. C/54, GIDC, Saykha, Saran, Taluka: Vagra, District: Bharuch, Gujarat - 392140.

During the year under review, the Total Income of the Company stood at Rs. 8,289.81 Lakhs as against Rs. 10,345.46 Lakhs in the previous financial year. The Company earned a Profit after Tax of Rs. 495.96 Lakhs as against Rs. 1,004.20 Lakhs in the previous financial year. The Earnings Per Share of the Company for the year under review stood at Rs. 2.32 per equity share (Basic) and Rs. 2.76 per equity share (Diluted), as against Rs. 6.67 (Basic) and Rs. 12.66 (Diluted) per equity share in the previous financial year, computed in accordance with Accounting Standard - 20.

While the financial year under review has been a landmark year for your Company on account of the successful Initial Public Offer and the listing of its equity shares on the SME Platform of BSE Limited with effect from 17th October, 2025, the financial performance has been subdued on account of (i) volatility in raw material and freight costs; (ii) subdued textile-sector demand in export geographies; and (iii) restricted working-capital deployment pending stabilisation of the utilisation of the Initial Public Offer proceeds. Your Directors are of the view that the corrective measures set out in Annexure F and the recent acquisition of the business undertaking of M/s. Equinox Impex will enable the Company to improve its operating metrics over the coming year.

DIVIDEND:

To conserve the resources for the future prospects and growth of the Company, your Directors do not recommend any dividend for the Financial Year 2025-26.

TRANSFER TO RESERVES:

During the year, the Board of your Company has not appropriated / transferred any amount to the reserves. The profit earned during the year has been carried to the Balance Sheet of the Company as part of the Profit and Loss Account.

CHANGE IN NATURE OF BUSINESS:

The details of the same are as stated in the section on State of Company s Affairs and Operations and the Company continues to be in the same line of business as stated in the main objects of the existing Memorandum of Association.

CHANGE IN CAPITAL STRUCTURE:

During the Financial Year 2025-26, the Company made an Initial Public Offer of 63,50,400 Equity Shares of face value of Rs. 10/- each at an issue price of Rs. 91/- per Equity Share (including a share premium of Rs. 81/- per Equity Share), aggregating to Rs. 5,778.86 Lakhs, comprising a Fresh Issue of 63,50,400 Equity Shares (there being no Offer for Sale component). The Issue opened on Tuesday, September 30, 2025 and closed on Tuesday, October 14, 2025.

With your valuable support and confidence in the Company and its management, the Issue was subscribed and, pursuant to the resolution of the Board of Directors dated October 15, 2025, 63,50,400 Equity Shares were allotted. The Equity Shares of the Company were successfully listed and admitted to trading on the SME Platform of BSE Limited on October 17, 2025 under Scrip Code 544582.

Consequent to the above allotment, the paid-up Equity Share Capital of the Company increased from Rs. 15,05,81,480/- comprising 1,50,58,148 Equity Shares of Rs. 10/- each to Rs. 21,40,85,480/- comprising 2,14,08,548 Equity Shares of Rs. 10/- each. The Authorised Share Capital of the Company as at March 31, 2026 is Rs. 22,00,00,000/- divided into 2,20,00,000 Equity Shares of Rs. 10/- each. Save as aforesaid, there was no other change in the capital structure of the Company during the year under review.

DEVIATION OR VARIATION FROM PROCEEDS OR UTILISATION OF FUNDS RAISED FROM PUBLIC ISSUE:

In the Financial Year 2025-26, your Company got listed on the SME Platform of BSE Limited. The Company raised gross proceeds aggregating Rs. 5,778.86 Lakhs (Rs. 57.79 Crore) on October 15, 2025 pursuant to the Initial Public Offer. Out of the said amount, an amount of Rs. 5,389.69 Lakhs had been utilised up to March 31, 2026 and the balance unutilised amount of Rs. 389.18 Lakhs remained outstanding as at that date. The object-wise utilisation of the Issue proceeds, as certified by the Statutory Auditors of the Company vide their certificate dated May 27, 2026, is as under:

(Rs. in Lakhs)

Sr. No. Object as disclosed in the Offer Document	Amount disclosed in the Offer Document	Actual amount utilised up to March 31, 2026	Unutilised amount as on March 31, 2026
1 Funding capital expenditure requirements for the purchase of equipment / machinery	613.00	190.47	422.03
2 Repayment of Debt	1,150.00	75.00	1,075.00
3 To Meet Working Capital Requirements	2,800.00	4,056.83	(1,256.83)
4 General Corporate Purposes	676.64	664.28	12.36
5 Issue Related Expenses borne by the Company	539.22	402.61	136.61
Total	5,778.86	5,389.19	389.17

The Members may note that the Statutory Auditors have, in clause (x)(a) of the Annexure to their Report under the Companies (Auditor s Report) Order, 2020, reported the following deviations and non-compliances in relation to the utilisation of the proceeds of the Initial Public Offer:

- issue proceeds aggregating Rs. 1,256.83 Lakhs were utilised in excess of the allocation towards working capital requirements as specified in the Prospectus;

- certain expenditure aggregating Rs. 55.75 Lakhs relating to purchases from vendors other than those named in the Prospectus and towards civil work expenses was incurred, which was not specifically stated in the objects of the Issue;

- the approval of the shareholders for such material deviations had not been obtained as at the balance sheet date; and

- pending utilisation, unutilised funds amounting to Rs. 389.18 Lakhs were outstanding as at March 31, 2026, of which Rs. 274.14 Lakhs were lying in the Public Issue Account maintained with Axis Bank, Rs. 15.04 Lakhs were lying in the current account maintained with State Bank of India and Rs. 100.00 Lakhs were outstanding / pending recovery.

As reported by the Monitoring Agency, issue proceeds aggregating Rs. 2,179.00 Lakhs had been transferred from the Company s escrow account and current account to certain third parties without the authorisation of the Board of Directors. Upon identifying the same, the Company initiated appropriate legal and regulatory action, including the filing of a formal complaint before the Economic Offences Wing and the making of a representation to the Securities and Exchange Board of India. Pursuant to the said action, Rs. 307.00 Lakhs were

recovered during the quarter ended December 31, 2025 and a further Rs. 1,772.00 Lakhs were recovered during the quarter ended March 31, 2026, aggregating Rs. 2,079.00 Lakhs. Efforts to recover the balance outstanding amount of Rs. 100.00 Lakhs are ongoing.

The excess utilisation of Rs. 1,256.83 Lakhs towards working capital requirements arose from a significant increase in raw material costs and a consequent enhancement of working capital requirements on account of adverse and unforeseen external market conditions, including volatility in global commodity supply chains. In order to ensure the continuity of operations and the uninterrupted procurement of critical raw materials, the Company utilised Rs. 4,056.83 Lakhs towards working capital requirements as against the originally earmarked allocation of Rs. 2,800.00 Lakhs. The said excess utilisation will be regularised and adjusted against future utilisation. The Board is of the view that this inter-se variation in the quantum deployed across the heads, driven by business exigencies, does not amount to a change in the Objects of the Issue under Section 27 of the Companies Act, 2013 or Regulation 32(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the overall deployment remains within the total Issue proceeds and no funds have been deployed for any purpose outside the stated objects.

The Statement of Deviation / Variation in terms of Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the half year and financial year ended March 31, 2026, together with the certificate of the Statutory Auditors, was reviewed by the Audit Committee, taken on record by the Board of Directors and duly submitted to BSE Limited on May 27, 2026. Pursuant to Section 177 of the Companies Act, 2013, the Audit Committee of the Company monitors the utilisation of the proceeds of the Issue.

CRISIL Ratings Limited has been appointed as the Monitoring Agency in respect of the utilisation of the proceeds of the Initial Public Offer, and the Monitoring Agency Reports for the quarters ended December 31, 2025, March 31, 2026 and June 30, 2026 have been duly submitted to BSE Limited. It may be noted that, being an SME listed company, the Company is complying with the said requirement voluntarily. The Board has taken appropriate corrective action, including the revision of internal financial controls, the tightening of vendor on- boarding procedures, the quarterly placement of the Monitoring Agency Report before the Audit Committee and the Board, and the submission of the Statement of Deviation under Regulation 32 of the SEBI (LODR) Regulations, 2015 for the relevant half-years to BSE Limited.

TRANSFER OF SHARES AND UNPAID / UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

During the year under review, the Company was not required to transfer any equity shares / unclaimed dividend to the Investor Education and Protection Fund (IEPF) pursuant to the provisions of Sections 124 and 125 of the Companies Act, 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

- Board of Directors and KMPs:

The Board of Directors and Key Managerial Personnel of the Company as on March 31, 2026 consist of:

Sr. No. Name	Designation	DIN / Membership No.
a) Mr. Vaibhav Pravinchandra Shah	Chairman & Managing Director	DIN: 06826565
b) Ms. Shivani Shivlal Rajpurohit	Non-Executive & Non-Independent Director	DIN: 08820006
c) Mr. Konark Piyushbhai Patel	Non-Executive & Independent Director	DIN: 10832659
d) Mr. Viraj Shaileshkumar Shah	Non-Executive & Independent Director	DIN: 10070984
e) Mr. Arpit Tiwari	Additional Director (Non-Executive & Independent)	DIN: 11394258
f) Mr. Vikas Dilipbhai Badgujar	Chief Financial Officer	-
g) Mr. Siddharth Parshottam Gajra	Company Secretary & Compliance Officer	ACS: A49263

In the opinion of the Board, all the Independent Directors possess the requisite qualifications, experience and expertise including proficiency, and hold high standards of integrity for the purpose of Rule 8(5)(iiia) of the Companies (Accounts) Rules, 2014.

- Appointment / Cessation of Directors and KMPs:

During the Financial Year 2025-26, the following changes took place in the composition of the Board of Directors and the Key Managerial Personnel of the Company:

Name of Director / KMP	Date of event	Nature of event	Reasons for change
Mr. Shivlal Kikaram Purohit	August 25, 2025	Resignation	Resigned as Non-Executive Director with effect from the close of business hours on August 25, 2025, due to personal pre-occupation
Mr. Viraj Shaileshkumar Shah	August 26, 2025	Appointment	Appointed as Non-Executive & Independent Director of the Company for a term of five consecutive years
Ms. Shivani Shivlal Rajpurohit	October 14, 2025	Change in designation	Designation changed from Executive Director to Non-Executive & NonIndependent Director with effect from October 14, 2025
Mr. Meet Jayantilal Joshi	December 14, 2025	Resignation	Resigned as Non-Executive (Independent) Director with effect from the close of business hours on December 14, 2025, due to personal preoccupation. He has confirmed that there are no other material reasons for his resignation
Mr. Rajesh Bachubhai Patel	December 31, 2025	Resignation	Resigned as Chief Financial Officer and Key Managerial Personnel of the Company with effect from the close of business hours on 31st December, 2025
Mr. Arpit Tiwari	January 01, 2026	Appointment	Appointed as Additional Director (Non-Executive & Independent) following the resignation of Mr. Meet Jayantilal Joshi, to hold office up to the date of the ensuing Annual General Meeting. His regularisation forms part of the Notice convening the ensuing Annual General Meeting
Mr. Vikas Dilipbhai Badgujar	January 01, 2026	Appointment	Appointed as Chief Financial Officer and Key Managerial Personnel of the Company

With the appointments made during the year, the Company has complied with the requirement of Section 203 of the Companies Act, 2013 relating to the appointment of Key Managerial Personnel.

- Retirement by Rotation:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the rules made thereunder, Mr. Vaibhav Pravinchandra Shah, Chairman & Managing Director (DIN: 06826565), retires by rotation at the ensuing Annual General Meeting and, being eligible, offers himself for re-appointment. The Board recommends the aforesaid re-appointment.

- Declaration by the Independent Directors:

The Company has received declarations from the Independent Directors of the Company that they meet the criteria of independence as prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 in compliance with Rule 6(1) and (3) of the Companies (Appointment and Qualifications of Directors) Rules, 2014 as amended from time to time, and that there has been no change in the circumstances which may affect their status as Independent Directors during the year, and they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013. The Independent Directors of the Company have registered their names in the online databank of Independent Directors maintained by the Indian Institute of Corporate Affairs.

- Disclosure by Directors:

The Directors on the Board have submitted the requisite disclosures under Section 184(1) of the Companies Act, 2013, declarations of non-disqualification under Section 164(2) of the Companies Act, 2013 and declarations as to compliance with the Code of Conduct of the Company. Further, a Certificate of Non-Disqualification of Directors pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015 issued by M/s. B. S. Vyas & Associates, Practising Company Secretary, Ahmedabad, is annexed along with the Form MR-3 at Annexure D .

MEETINGS OF THE BOARD OF DIRECTORS:

During the Financial Year 2025-26, 14 (Fourteen) Board meetings were held. The intervening gap between two meetings was not more than 120 days. The details of attendance of each Director at the Board Meetings during the year are as under:

Name of Directors	Designation	No. of Board meeting (eligible to attend during the tenure)	No. of Board meeting attended
Mr. Vaibhav Pravinchandra Shah	Chairman & Managing Director	14	14
	Executive Director up to October 13, 2025
Ms. Shivani Shivlal Rajpurohit*	and thereafter Non-Executive & NonIndependent Director	14	14
Mr. Konark Piyushbhai Patel	Independent Director	14	14
Mr. Viraj Shaileshkumar Shah#	Independent Director	10	10
Mr. Meet Jayantilal Joshi A	Independent Director	10	10
Mr. Arpit Tiwari@	Additional Director (Independent)	3	3
Mr. Shivlal Kikaram Purohit$	Non-Executive Director	5	5

* Designation changed from Executive Director to Non-Executive & Non-Independent Director with effect from October 14, 2025

# Appointed as Non-Executive Independent Director with effect from August 26, 2025

A Resigned as Non-Executive Independent Director with effect from the close of business hours on December 14, 2025 @ Appointed as an Additional Director (Non-Executive, Independent) with effect from January 01, 2026 $ Resigned as Non-Executive Director with effect from the close of business hours on August 25, 2025

The Board of Directors was re-constituted during the year under review consequent upon the resignation of Mr. Shivlal Kikaram Purohit with effect from August 25, 2025, the appointment of Mr. Viraj Shaileshkumar Shah with effect from August 26, 2025, the change in the designation of Ms. Shivani Shivlal Rajpurohit with effect from October 14, 2025, the resignation of Mr. Meet Jayantilal Joshi with effect from December 14, 2025 and the appointment of Mr. Arpit Tiwari with effect from January 01, 2026.

The Company, being listed under the SME segment, the provisions relating to Corporate Governance and the number of memberships in committees are not applicable in terms of Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

None of the Directors of the Company are related to each other as per Section 2(77) of the Companies Act, 2013, except that Mr. Vaibhav Pravinchandra Shah, Chairman & Managing Director, is the husband of Ms. Shivani Shivlal Rajpurohit, Non-Executive & Non-Independent Director.

COMMITTEES OF THE BOARD OF DIRECTORS:

Pursuant to the resolution passed by the Board of Directors at its meeting held on November 25, 2024, the following Statutory Committees have been constituted by the Board of Directors of the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

1. Audit Committee:

The Company has constituted the Audit Committee as per the applicable provisions of Section 177 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The Audit Committee comprises the following members:

Sr. No. Name of Member	Category	Designation
1. Mr. Konark Piyushbhai Patel	Non-Executive Independent Director	Chairman
2. Mr. Arpit Tiwari *	Non-Executive Independent Director	Member (w.e.f. January 01, 2026)
3. Mr. Vaibhav Pravinchandra Shah	Chairman & Managing Director	Member

* Appointed as a member of the Committee with effect from January 01, 2026, in place of Mr. Meet Jayantilal Joshi, who ceased to be a member of the Committee consequent upon his resignation from the Board with effect from the close of business hours on December 14, 2025.

Consequent to the resignation of Mr. Meet Jayantilal Joshi from the Board with effect from the close of business hours on December 14, 2025, the Board of Directors, at its meeting held on 31st December, 2025, re-constituted the Audit Committee and appointed Mr. Arpit Tiwari (DIN: 11394258) as a member of the Committee in his place with effect from January 01, 2026.

The Company Secretary of the Company shall act as the Secretary of the Audit Committee. The Chairman of the Audit Committee shall attend the Annual General Meeting of the Company to furnish clarifications to the shareholders on any matter relating to the financial statements.

(i) Terms of reference of the Audit Committee are as under:

1. Oversight of the listed entity s financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible;

2. Recommendation for appointment, remuneration and terms of appointment of auditors of the listed entity;

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

4. Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the board for approval, with particular reference to:

a. matters required to be included in the director s responsibility statement to be included in the board s report in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;

b. changes, if any, in accounting policies and practices and reasons for the same;

c. major accounting entries involving estimates based on the exercise of judgment by management;

d. significant adjustments made in the financial statements arising out of audit findings;

e. compliance with listing and other legal requirements relating to financial statements;

f. disclosure of any related party transactions;

g. modified opinion(s) in the draft audit report;

5. Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or rights issue, and making appropriate recommendations to the board to take up steps in this matter;

7. Reviewing and monitoring the auditor s independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the listed entity with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the listed entity, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;

14. Discussion with internal auditors of any significant findings and follow up there on;

15. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

16. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;

18. To review the functioning of the whistle blower mechanism;

19. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the candidate;

20. Carrying out any other function as is mentioned in the terms of reference of the audit committee.

21. Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing as on the date of coming into force of this provision.

22. Consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the listed entity and its shareholders.

Review of information by Audit Committee

The audit committee shall mandatorily review the following information:

1. Management discussion and analysis of financial condition and results of operations;

2. Management letters / letters of internal control weaknesses issued by the statutory auditors;

3. Internal audit reports relating to internal control weaknesses; and

4. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee.

5. Statement of deviations:

a. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1).

b. annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice in terms of Regulation 32(7).

(ii) Meetings:

During the year 2025-26, 4 (Four) meetings of the Audit Committee were held. The details of attendance of the members thereat are as under:

Name of Member	No. of meetings held during the tenure	No. of meetings attended
Mr. Konark Piyushbhai Patel	4	4
Mr. Vaibhav Pravinchandra Shah	4	4
Mr. Meet Jayantilal Joshi (up to December 14, 2025)	3	3
Mr. Arpit Tiwari (w.e.f. January 01, 2026)	1	1

The Audit Committee was originally constituted on November 25, 2024. Consequent upon the resignation of Mr. Meet Jayantilal Joshi from the Board with effect from the close of business hours on December 14, 2025, the Committee was re-constituted by the Board of Directors at its meeting held on December 31, 2025, with effect from January 01, 2026, by the appointment of Mr. Arpit Tiwari (DIN: 11394258), Non-Executive Independent Director, as a member of the Committee in his place.

2. Nomination and Remuneration Committee:

The Company has formed the Nomination and Remuneration Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 (as amended). The Nomination and Remuneration Committee comprises the following members:

Sr. No. Name of Member	Category	Designation
1. Mr. Konark Piyushbhai Patel	Non-Executive Independent Director	Chairman
2. Mr. Arpit Tiwari *	Non-Executive Independent Director	Member (w.e.f. January 01, 2026)
3. Ms. Shivani Shivlal Rajpurohit	Non-Executive & Non-Independent Director	Member

* Appointed as a member of the Committee with effect from January 01, 2026, in place of Mr. Meet Jayantilal Joshi, who ceased to be a member of the Committee consequent upon his resignation from the Board with effect from the close of business hours on December 14, 2025.

The Company Secretary of the Company shall act as the Secretary to the Nomination and Remuneration Committee.

(i) Terms of reference of the Nomination and Remuneration Committee are as under:

1. formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel and other employees;

2. For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and capabilities required of an independent director. The person recommended to the Board for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

- use the services of an external agencies, if required;

- consider candidates from a wide range of backgrounds, having due regard to diversity; and

- consider the time commitments of the candidates.

3. formulation of criteria for evaluation of performance of independent directors and the board of directors;

4. devising a policy on diversity of board of directors;

5. identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of directors their appointment and removal.

6. whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

7. recommend to the board, all remuneration, in whatever form, payable to senior management.

(ii) Meetings:

During the year 2025-26, 5 (Five) meetings of the Nomination and Remuneration Committee were held. The details of attendance of the members thereat are as under:

Name of Member	No. of meetings held during the tenure	No. of meetings attended
Mr. Konark Piyushbhai Patel	5	5

Name of Member	No. of meetings held during the tenure	No. of meetings attended
Ms. Shivani Shivlal Rajpurohit	5	5
Mr. Meet Jayantilal Joshi (up to December 14, 2025)	3	3
Mr. Arpit Tiwari (w.e.f. January 01, 2026)	1	1

The Nomination and Remuneration Committee was originally constituted on November 25, 2024. Consequent upon the resignation of Mr. Meet Jayantilal Joshi from the Board with effect from the close of business hours on December 14, 2025, the Committee was re-constituted by the Board of Directors at its meeting held on December 31, 2025, with effect from January 01, 2026, by the appointment of Mr. Arpit Tiwari (DIN: 11394258), NonExecutive Independent Director, as a member of the Committee in his place.

(iii) Nomination and Remuneration Policy:

The Board of Directors of the Company has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted a Nomination and Remuneration Policy. The said policy is available on the website of the Company at www.shlokkadyes.com. The salient features of the policy dealing with nomination and remuneration are as under:

Nomination Criteria:

1. The Committee shall identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, KMP or at Senior Management level and recommend to the Board his / her appointment.

2. A person should possess adequate qualification, expertise and experience for the position he / she is considered for appointment. The Committee has discretion to decide whether the qualification, expertise and experience possessed by a person is sufficient / satisfactory for the concerned position.

3. The Company shall not appoint or continue the employment of any person as Whole-time Director who has attained the age of seventy years, provided that the term of the person holding this position may be extended beyond the age of seventy years with the approval of shareholders by passing a special resolution based on the explanatory statement annexed to the notice for such motion indicating the justification for extension of appointment beyond seventy years.

Remuneration:

1. The remuneration / compensation / commission etc. to the Whole-time Director, KMP and Senior Management Personnel will be determined by the Committee based on performance, experience and expertise and will be recommended to the Board for its approval. The remuneration / compensation / commission etc. shall be subject to the prior / post approval of the shareholders of the Company and the Central Government, wherever required.

2. The remuneration and commission to be paid to the Whole-time Director shall be in accordance with the percentage / slabs / conditions laid down in the Articles of Association of the Company and as per the provisions of the Companies Act, 2013 and the rules made thereunder.

3. Increments to the existing remuneration / compensation structure, based on performance, may be recommended by the Committee to the Board, which should be within the slabs approved by the shareholders in the case of a Whole-time Director.

4. Where any insurance is taken by the Company on behalf of its Whole-time Director, Chief Executive Officer, Chief Financial Officer, the Company Secretary and any other employees for indemnifying them against any liability, the premium paid on such insurance shall not be treated as part of the remuneration payable to any such personnel, provided that if such person is proved to be guilty, the premium paid on such insurance shall be treated as part of the remuneration.

3. Stakeholders Relationship Committee:

The Company has formed the Stakeholders Relationship Committee as per Section 178 of the Companies Act, 2013 and other applicable provisions of the Act read with the Companies (Meetings of Board and its Powers)

Rules, 2014 (as amended). The constituted Stakeholders Relationship Committee comprises the following members:

Sr. No. Name of Member	Category	Designation
1. Mr. Viraj Shaileshkumar Shah	Non-Executive Independent Director	Chairman
2. Mr. Konark Piyushbhai Patel	Non-Executive Independent Director	Member
3. Mr. Arpit Tiwari *	Non-Executive Independent Director	Member (w.e.f. January 01, 2026)

* Appointed as a member of the Committee with effect from January 01, 2026, in place of Mr. Meet Jayantilal Joshi, who ceased to be a member of the Committee consequent upon his resignation from the Board with effect from the close of business hours on December 14, 2025.

The Company Secretary of the Company shall act as the Secretary to the Stakeholders Relationship Committee.

(i) Terms of reference of the Stakeholders Relationship Committee are as under:

1. Resolving the grievances of the security holders of the listed entity including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings etc.

2. Review of measures taken for effective exercise of voting rights by shareholders.

3. Review of adherence to the service standards adopted by the listed entity in respect of various services being rendered by the Registrar & Share Transfer Agent.

4. Review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the company

(ii) Meetings:

During the year 2025-26, 1 (One) meeting of the Stakeholders Relationship Committee was held. The details of attendance of the members thereat are as under:

Name of Member	No. of meetings held during the tenure	No. of meetings attended
Mr. Viraj Shaileshkumar Shah (w.e.f. August 26, 2025)	1	1
Mr. Konark Piyushbhai Patel	1	1
Mr. Meet Jayantilal Joshi (up to December 14, 2025)	0	0
Mr. Arpit Tiwari (w.e.f. January 01, 2026)	1	1

The Stakeholders Relationship Committee was originally constituted on November 25, 2024. Consequent upon the resignation of Mr. Meet Jayantilal Joshi from the Board with effect from the close of business hours on December 14, 2025, the Committee was re-constituted by the Board of Directors at its meeting held on December 31, 2025, with effect from January 01, 2026, by the appointment of Mr. Arpit Tiwari (DIN: 11394258), NonExecutive Independent Director, as a member of the Committee in his place.

No complaint was received from any security holder of the Company during the period from the date of listing of the equity shares of the Company, i.e. October 17, 2025, up to March 31, 2026, and no complaint was pending as on March 31, 2026.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS:

In terms of Schedule IV to the Companies Act, 2013 read with Section 149(8) thereof, a separate meeting of the Independent Directors of the Company was held on March 20, 2026, without the attendance of Non Independent Directors and members of the management, and was attended by all the Independent Directors. At the said meeting, the Independent Directors reviewed the performance of the Non-Independent Directors and of the Board as a whole, reviewed the performance of the Chairperson of the Company taking into account the

views of the Executive and Non-Executive Directors, and assessed the quality, quantity and timeliness of the flow of information between the management of the Company and the Board that is necessary for the Board to effectively and reasonably perform its duties.

FORMAL EVALUATION OF THE PERFORMANCE OF THE BOARD, COMMITTEES OF THE BOARD AND INDIVIDUAL DIRECTORS UNDER SECTION 134(3)(p) OF THE COMPANIES ACT, 2013:

In terms of the provisions of Section 134(3)(p) of the Companies Act, 2013 read with Rule 8(4) of the Companies (Accounts) Rules, 2014, the Nomination and Remuneration Committee has carried out the annual evaluation of the individual Directors of the Company, and the Board of Directors has carried out the annual evaluation of the performance of the Board, its Committees and the Independent Directors. Further, the Independent Directors also reviewed the performance of the Non-Independent Directors and of the Board as a whole and the performance of the Chairman. The evaluation sheets for the evaluation of the Board, the Committees and the Directors / Chairman were circulated to the respective meetings of the Board, the Nomination and Remuneration Committee and the separate meeting of the Independent Directors. The Board deliberated upon various evaluation attributes for all the Directors and, after due deliberations, made an objective assessment and evaluated that all the Directors on the Board have adequate expertise drawn from diverse industries and business and bring specific competencies relevant to the Company s business and operations. The Board found that the performance of all the Directors was satisfactory.

The performance of the Board is evaluated based on the composition of the Board and its committees, performance of duties and obligations, governance issues etc. The performance of the committees is evaluated based on the adequacy of the terms of reference of the committee, fulfilment of key responsibilities, and the frequency and effectiveness of meetings. The performance of individual Directors and of the Chairman was also carried out in terms of adherence to the code of conduct, participation in Board meetings and implementation of corporate governance practices. The Independent Directors are evaluated based on their participation and contribution, commitment, effective deployment of knowledge and expertise, effective management of relationships with stakeholders, integrity and maintenance of confidentiality, and independence of behaviour and judgement.

DEMAT SUSPENSE ACCOUNT / UNCLAIMED SUSPENSE ACCOUNT:

There were no outstanding shares lying in the demat suspense account / unclaimed suspense account and therefore the disclosure relating to the same is not applicable.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached to this Report as Annexure A .

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is attached as Annexure B to this Report.

During the year under review, there was no employee whose remuneration was in excess of the limits prescribed under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANIES:

As on March 31, 2026, the Company did not have any subsidiary, joint venture or associate company and the Company is not a subsidiary of any other company. Accordingly, the requirement of preparation of consolidated financial statements and of furnishing the statement in Form AOC-1 containing the salient features of the

financial statements of subsidiaries / associates / joint ventures pursuant to the first proviso to sub-section (3) of Section 129 read with Rule 5 of the Companies (Accounts) Rules, 2014 is not applicable to the Company.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

The provisions of Section 135 of the Companies Act, 2013 are applicable to the Company for the Financial Year 2025-26. Since the amount required to be spent by the Company on CSR does not exceed fifty lakh rupees, the requirement for constitution of a CSR Committee was not mandatory in accordance with Section 135(9) of the Companies Act, 2013, and the functions of the CSR Committee have been discharged by the Board of Directors of the Company.

The CSR amount required to be spent during the Financial Year 2025-26, computed at 2% of the average net profit of the Company for the three immediately preceding financial years, is Rs. 12.60 Lakhs. The Company has spent the entire amount of Rs. 12.60 Lakhs during the year under review through BPS Seva Trust towards CSR activities specified under Schedule VII to the Act, and there was no unspent amount as at March 31, 2026. Further, the amount of Rs. 4.58 Lakhs which remained unspent for the Financial Year 2024-25 was paid during the Financial Year 2025-26 on 06.09.2025. The Company has also filed Form CSR-2 for the financial years 202324 and 2024-25.

The Report on CSR activities as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014, along with a brief outline of the CSR Policy, is annexed as Annexure C and forms an integral part of this Report.

AUDITORS:

Statutory Auditors:

M/s. Patel & Panchal, Chartered Accountants (Firm Registration No. 123744W), were appointed as the Statutory Auditors of the Company at the 2nd Annual General Meeting held on August 29, 2023 for a period of five consecutive years, i.e. from the conclusion of the Annual General Meeting held for the Financial Year 2022-23 until the conclusion of the Annual General Meeting to be held for the Financial Year 2027-28.

The Notes to the financial statements referred to in the Auditors Report are self-explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The report given by the Statutory Auditors on the financial statements of the Company forms part of this Annual Report. The Statutory Auditors have expressed an unmodified opinion on the financial statements and there were no qualifications, reservations or adverse remarks or disclaimer given by them in their Report. The Statutory Auditors have, however, drawn attention to certain matters by way of an Emphasis of Matter, and have made observations in the Annexure to their Report under the Companies (Auditor s Report) Order, 2020, which are dealt with in the succeeding paragraphs and under the heading Deviation or Variation from Proceeds or Utilisation of Funds Raised from Public Issue of this Report.

Reporting of frauds by Auditors:

During the year under review, the Auditors have not reported any instance of fraud under Section 143(12) of the Companies Act, 2013 committed against the Company by its officers or employees, to the Audit Committee or the Board, the details of which would be required to be mentioned in the Directors Report.

Auditors Emphasis of Matter and explanation of the Board:

The Independent Auditors of the Company, vide their Report dated 27th May, 2026, have included an Emphasis of Matter paragraph recording that the Company s net worth is positive and that the Company has taken unsecured loans from its Directors, and that as per the management the Company continues to be a going concern entity as it is in the process of identifying new plans to improve its performance. The Auditors have further stated that, notwithstanding the above factors, there is no uncertainty as to the Company s ability to continue as a going concern and that the financial statements have been prepared on a going concern basis. The Board confirms that the Company is a profit-making company with a net worth of Rs. 8,536.37 Lakhs as at March 31, 2026 and that the annual accounts have accordingly been prepared on a going concern basis.

The observations of the Statutory Auditors under clause (x)(a) of the Annexure to their Report under the Companies (Auditor s Order) Order, 2020, relating to the utilisation of the proceeds of the Initial Public Offer, together with the explanation of the Board, are set out under the heading Deviation or Variation from Proceeds or Utilisation of Funds Raised from Public Issue of this Report.

Secretarial Auditor:

The equity shares of the Company were listed on the SME Platform of BSE Limited with effect from October 17, 2025 and, consequently, the Company became a listed company within the meaning of Section 2(52) of the Companies Act, 2013. Accordingly, the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, relating to Secretarial Audit, became applicable to the Company during the Financial Year 2025-26.

Pursuant thereto, the Board of Directors of the Company has appointed M/s. B. S. Vyas & Associates, Practising Company Secretary, Ahmedabad, to conduct the Secretarial Audit of the Company for the Financial Year 202526. The Secretarial Audit Report for the year ended March 31, 2026 in Form MR-3 is annexed herewith as Annexure D to this Board s Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark or disclaimer, save for the observations therein relating to (i) the penalty imposed by the Registrar of Companies by Order dated 24th September, 2025 for an inadvertent technical error in the filing of Form PAS-3, (ii) the deviations in the utilisation of the proceeds of the Initial Public Offer, both of which are explained under the headings Material Order Passed by Regulators / Courts / Tribunals and Deviation or Variation from Proceeds or Utilisation of Funds Raised from Public Issue respectively of this Report, and (iii) the updation of a few minor items on the website of the Company under Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Observation and reply of the Board: The Secretarial Auditor has observed that, the maximum of the information required under Regulation 46 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 having already been updated on the website of the Company, a few minor items thereunder remain to be updated. The Board has taken note of the observation and has directed the Company Secretary and Compliance Officer to update the remaining items at the earliest. The observation is procedural in nature and has no financial impact on the Company.

Cost Records and Cost Auditor:

As per Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, the Company is not required to maintain cost records and, accordingly, the appointment of a Cost Auditor is not applicable to the Company. This position has been confirmed by the Statutory Auditors in clause (vi) of the Annexure to their Report under the Companies (Auditor s Report) Order, 2020.

Internal Auditor:

The equity shares of the Company having been listed on the SME Platform of BSE Limited with effect from October 17, 2025, the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014 relating to the appointment of an Internal Auditor became applicable to the Company. Accordingly, the Board of Directors of the Company, at its meeting held on 21st January, 2026, appointed M/s. Fenil P. Shah and Associates, Chartered Accountants (Firm Registration No. 143571W), having their office at 506, Pinnacle Business Park, Corporate Road, Prahladnagar, Ahmedabad - 380 015, Gujarat, as the Internal Auditors of the Company for the Financial Year 2025-26, to conduct the internal audit of the functions and activities of the Company and to report thereon to the Board of Directors in such manner as may be determined by the Board. The Audit Committee reviews the reports of the Internal Auditor and the adequacy of the internal audit function.

MATERIAL ORDER PASSED BY REGULATORS / COURTS / TRIBUNALS:

The Company and its Directors filed an application in Form GNL-1 before the Registrar of Companies under Section 454 of the Companies Act, 2013 in respect of an inadvertent technical violation. The Adjudicating Officer appointed by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli at Ahmedabad, vide Order dated 24th September, 2025 (Order ID: PO/ADJ/09-2025/AD/00689), imposed a penalty of Rs. 1,00,000/- each on the Company, Mr. Vaibhav Pravinchandra Shah (Managing Director) and Ms. Shivani Shivlal Rajpurohit (Director), aggregating to Rs. 3,00,000/-, in connection with an inadvertent technical error in the filing of Form PAS-3 for the allotments made on 16th August, 2022 and 22nd August, 2022 under Section 39(5) read with Section 62(3) of the Companies Act, 2013. The said penalty has been paid by the Company and the respective Directors.

Apart from the aforesaid, there was no other material order passed by any regulator, court or tribunal during the year under review impacting the going concern status and the Company s operations in future.

DETAILS OF PENALTIES / ADJUDICATION:

Save as disclosed under the heading Material Order Passed by Regulators / Courts / Tribunals of this Report, during the year under review no penalty was imposed and no action was initiated or taken against the Company, its Directors or its Officers by the Securities and Exchange Board of India, BSE Limited, the Registrar of Companies, the Ministry of Corporate Affairs or any other statutory or regulatory authority.

DEPOSITS:

The Company has not accepted any deposit from the public within the meaning of Chapter V of the Companies Act, 2013 and the rules made thereunder. The Company has, however, accepted loans from its Directors and relatives of Directors, in respect of which the requisite declarations have been obtained to the effect that the amounts so given are not out of borrowed funds; such amounts are exempted from the definition of deposits under Rule 2(1)(c) of the Companies (Acceptance of Deposits) Rules, 2014 and the particulars thereof are disclosed in the notes forming part of the financial statements. The Company has filed the return of deposits in Form DPT-3 within the prescribed timeline.

CORPORATE GOVERNANCE:

The Company adheres to the best corporate governance practices and always works in the best interest of its stakeholders. The Company has incorporated the appropriate standards for corporate governance. Further, the Company is listed on the SME Platform of BSE Limited and as such, pursuant to Regulation 15(2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the provisions of Regulations 17 to 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and clauses (b) to (i) and (t) of sub-regulation (2) of Regulation 46 and paras C, D and E of Schedule V thereto are not applicable to the Company. Accordingly, a separate Report on Corporate Governance together with the Auditors Certificate thereon does not form part of this Annual Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

During the Financial Year 2025-26, the Company has not given any loan, provided any guarantee or security, or made any investment covered under the provisions of Section 186 of the Companies Act, 2013, save for staff loans aggregating Rs. 5.19 Lakhs granted in the ordinary course of business, of which Rs. 0.27 Lakhs was outstanding as at March 31, 2026. The particulars are disclosed in the notes attached to and forming part of the financial statements of the Company prepared for the financial year ended March 31, 2026.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY (SUBSEQUENT EVENTS):

Between the end of the financial year of the Company to which the financial statements relate and the date of this Report, the following events occurred:

1. Acquisition of the business undertaking of M/s. Equinox Impex on a slump-sale basis (related- party transaction): On 31st July, 2026, the Company entered into a Business Transfer Agreement ( BTA ) with Shri Vaibhav Pravinchandra Shah, the Managing Director and a Promoter of the Company, in his capacity as the Sole Proprietor of M/s. Equinox Impex, a sole proprietorship within the meaning of Section 2(76) of the Companies Act, 2013. Pursuant to the BTA, the Company has agreed to acquire, on a going- concern slump-sale basis with effect from the Transfer Date of 1st August, 2026, the entire business undertaking of M/s. Equinox Impex. The aggregate lump-sum consideration is Rs. 2,23,24,031.81/- for the

business undertaking plus Rs. 1,44,25,217.09/- for the EQUINOX trademark, aggregating to Rs. 3,67,49,248.90/-. The transaction was approved by the Board on 31st July, 2026, was intimated to BSE Limited on the same day under Regulation 30 of the SEBI (LODR) Regulations, 2015, and is to be completed within thirty (30) days from the Agreement Date.

2. Monitoring Agency Reports: The Company has, on 15th May, 2026 and 14th August, 2026, taken on record and intimated BSE Limited the Monitoring Agency Reports of CRISIL Ratings Limited in respect of the utilisation of the proceeds of the Initial Public Offer for the quarters ended 31st March, 2026 and 30th June, 2026 respectively.

3. Maintenance of books of account at an additional place: Pursuant to Section 128(1) of the Companies Act, 2013, the Board of Directors, at its meeting held on 29th April, 2026, approved the maintenance and keeping of the books of account and other relevant papers of the Company at an additional place, viz. Shed No. C-42, G.I.D.C. Estate, Near Fire Station, Opposite Ambicanagar, Odhav, Ahmedabad - 382 415, Gujarat, with effect from 29th April, 2026. The requisite Form AOC-5 was filed with the Registrar of Companies on 30th April, 2026.

Save as aforesaid and as disclosed elsewhere in this Report, there have been no other material changes or commitments affecting the financial position of the Company between the end of the Financial Year under review and the date of this Report.

DIRECTORS RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013:

a) in the preparation of the annual accounts, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for that period;

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

d) the Directors had prepared the annual accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

ADEQUACY OF INTERNAL FINANCIAL CONTROL:

The Company has in place a proper system of internal financial control which is commensurate with the size and nature of its business. The Company has an Audit Committee headed by an Independent Director, inter alia, to oversee the Company s financial reporting process, the disclosure of financial information, and to review the performance of the statutory and internal auditors with the management. The Statutory Auditors have, in their report on the internal financial controls over financial reporting annexed to the Independent Auditor s Report, expressed an unmodified opinion that the Company has, in all material respects, an adequate internal financial controls system over financial reporting and that such controls were operating effectively.

CONFIRMATIONS

a. During the year under review, the Company has complied with the applicable Secretarial Standards on Meetings of the Board of Directors (SS-1) and on General Meetings (SS-2) issued by the Institute of Company Secretaries of India, New Delhi.

b. The Company is in compliance with the Maternity Benefit Act, 1961.

RELATED PARTY TRANSACTIONS:

All the Related Party Transactions which were entered into during the Financial Year 2025-26 were on an arm s length basis and in the ordinary course of business.

The material related party transactions during the Financial Year 2025-26 included the sale and supply of goods and materials to and the purchase of goods and materials from M/s. Equinox Impex (a sole proprietorship of the Managing Director, Mr. Vaibhav Pravinchandra Shah), aggregating Rs. 4,125.72 Lakhs and Rs. 588.12 Lakhs respectively, together with delayed payment charges income of Rs. 109.78 Lakhs, all of which were within the omnibus approval granted by the Board of Directors by resolution dated 14th August, 2025 and by the members at the Annual General Meeting held on 30th September, 2025, up to an aggregate of Rs. 100 Crore. The particulars of such transactions are furnished in Form AOC-2 annexed hereto as Annexure E .

ANNUAL RETURN:

As per the requirement of Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 read with the rules made thereunder, as amended from time to time, the Annual Return in Form MGT-7 is available on the website of the Company at https://shlokkadyes.com/annual-report-26/.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed report on Management Discussion and Analysis (MD&A) is included in this Report as Annexure F .

PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has in place a policy on Prevention of Sexual Harassment , through which the Company addresses complaints of sexual harassment at all workplaces. The Company has complied with the provisions relating to the constitution of an Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the year under review, the details of complaints are as under:

(a) number of complaints of sexual harassment received during the year - Nil;

(b) number of complaints disposed of during the year - Nil; and

(c) number of cases pending for more than ninety days - Nil.

RISK MANAGEMENT AND ITS POLICY:

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company. The Company has laid down a comprehensive Risk Assessment and Minimisation Procedure which is reviewed by the Board from time to time. The major risks have been identified by the Company and their mitigation process / measures have been formulated in areas such as business, project execution, financial, human resources, environment and statutory compliance.

WHISTLE BLOWER POLICY / VIGIL MECHANISM:

The Company has established a Whistle Blower Policy / Vigil Mechanism in compliance 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, for the genuine concerns expressed by employees and Directors about unethical behaviour, actual or suspected fraud or violation of the Company s Code of Conduct. The Board has approved the policy for the vigil mechanism at its meeting held on 26th August, 2025, which is available on the website of the Company at www.shlokkadyes.com/policies. The Company provides adequate safeguards against victimisation of employees and Directors who express their concerns. Pursuant to Regulation 4(2)(f)(i) of the SEBI (Prohibition of Insider Trading) Regulations, 2015 and Section 177(9) of the Act, all employees and Directors have been given direct access to the Chairman of the Audit Committee to report instances of unethical behaviour, actual or suspected fraud, or violation of the Company s Code of Conduct.

CODES UNDER THE SEBI (PROHIBITION OF INSIDER TRADING) REGULATIONS, 2015:

Consequent upon the listing of the equity shares of the Company on the SME Platform of BSE Limited with effect from October 17, 2025, the Board of Directors, at its meeting held on 26th August, 2025, has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information in terms of the SEBI (Prohibition of Insider Trading) Regulations, 2015. The Company maintains a structured digital database as required under Regulation 3(5) of the said Regulations. The trading window was closed from April 01, 2026 till the expiry of 48 hours after the declaration of the financial results for the fourth quarter and financial year ended March 31, 2026, and intimation thereof was given to BSE Limited on March 27, 2026.

PROCEEDINGS INITIATED / PENDING AGAINST THE COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

There are no proceedings initiated or pending against the Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.

DIFFERENCE IN VALUATION:

The Company has not made any one-time settlement for loans taken from banks or financial institutions and hence the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking loans from the banks or financial institutions, along with the reasons thereof, are not applicable.

ACKNOWLEDGEMENT:

Your Directors thank all the esteemed shareholders, customers, suppliers, bankers and business associates for their faith, trust and confidence reposed in the Company and express their appreciation to the workers, executive staff and team members at all levels. The Board of Directors also gratefully acknowledges the assistance and co-operation received from the Central and State Government departments, the Registrar of Companies, the Securities and Exchange Board of India and BSE Limited.

Date: September 01, 2026
Place: Bharuch
Registered Office:
Plot No. C/54, GIDC, Saykha, Saran,
Bharuch, Vagra, Gujarat, India - 392140

For and on behalf of the Board of Directors
SHLOKKA DYES LIMITED

Sd/-	Sd/-
Vaibhav P. Shah	Shivani S. Rajpurohit
Chairman & Managing Director	Director
(DIN: 06826565)	(DIN: 08820006)