Shree Hari Chemicals Export Ltd Directors Report

To The Members,

SHREE HARI CHEMICALS EXPORT LIMITED

The Directors have pleasure in presenting the Thirty-Ninth Annual Report together with the Audited Financial Statements of the Company for the financial year ended on March 31, 2026.

FINANCIAL RESULTS:

The summary of financial performance of the Company for the year under review is given below:

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2025-26	2024-25	2025-26	2024-25
Revenue from Operations	18450.48	14119.58	18450.48	14119.58
Other Income	305.80	87.12	313.36	87.12
Profit/ (Loss) Before Depreciation & Tax	764.97	910.27	754.61	907.63
Less: Depreciation	235.38	214.77	235.43	214.77
Profit/(Loss) Before Tax	529.59	695.50	519.18	692.86
Less: Provision for Taxation	-	-	-	-
Current Tax	-	-	-	-
Deferred Tax	107.37	183.10	107.37	183.10
Short/Excess provision of Income Tax	-	-	-	-
Profit/(Loss) After Tax	422.22	512.40	411.81	509.75
Other Comprehensive Income	(1.20)	3.14	(1.20)	3.14
Total Comprehensive Income for the Year	421.01	515.54	410.61	512.90

OPERATIONS/ STATE OF COMPANYS AFFAIR

During the year under review, revenue from operations were Rs. 18450.48 Lakhs as against Rs. 14119.58 Lakhs during the corresponding previous year resulting in a profit of Rs. 422.22 Lakhs as against profit of Rs. 512.40 Lakhs for the previous year.

TRANSFER TO GENERAL RESERVES

There was no transfer of amount to General Reserve.

DIVIDEND

With a view to conserve resources and to maintain sufficient funds for working capital requirements, your directors do not recommend any dividend for the financial year 2025-26.

ZERO COUPON COMPULSORILY CONVERTIBLE DEBENTURES

During the financial year 2024-25, the Company had issued 18,66,580 Zero Coupon Compulsorily Convertible Debentures ("CCDs") of face value Rs.79/- each, aggregating to Rs. 14,74,59,820/- (Rupees Fourteen Crores Seventy-Four Lakhs Fifty-Nine Thousand Eight Hundred and Twenty only), convertible into 18,66,580 Equity Shares of the Company of face value Rs.10/- each at a premium of Rs.69/- per share, in one or more tranches on a preferential basis to the allottees belonging to promoter and/or promoter group.

Further, the Committee of Directors at their meetings held on March 15, 2025, December 04, 2025 and April 03, 2026 had allotted 4,86,140, 6,05,494 and 7,74,946 Equity Shares respectively upon conversion of equal number of CCDs. The aforementioned shares are listed on BSE Limited upon the receipt of the listing and trading approval.

ISSUE OF CONVERTIBLE WARRANTS

The Board of Directors at its meeting held on August 25, 2026 had approved the issue of 22,85,000 (Twenty Two Lakhs Eighty Five Thousand) Convertible Warrants on a preferential basis convertible into 22,85,000 Equity Shares of the Company subject to the approval of the members.

The resolution seeking approval for the same have been incorporated in the notice of the ensuing Annual General Meeting ("AGM").

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF THE REPORT

There have been no other material changes and commitments, affecting the financial position of the Company, which have occurred between the end of the financial year dated 31st March, 2026 and the date of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

4 (Four) meetings of the Board of Directors were held during the financial year. Details of the Meetings of the board are referred in the Corporate Governance Report, which forms part of this report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointments and Cessations:

Shri Sanjay Kedia (DIN: 08556924) and Shri Vikas Agarwal (DIN: 00089659), Directors of the Company, retires at the ensuing AGM and being eligible offers themselves for re-appointment.

Shri Sanjay Kedia (DIN: 08556924) was re-appointed as Whole Time Director of the Company for a period of three years with effect from November 08, 2025 and his re-appointment was approved at the 38th AGM of the Company held on September 27, 2025.

Shri Prashant Bhandarkar (DIN: 08556924) was appointed as Additional Independent Director of the Company for a period of five years with effect from March 25, 2025. The said appointment was approved by members of the Company by Special Resolution through Postal Ballot on June 04, 2025. In the opinion of the Board, Shri Prashant Bhandarkar have the integrity, requisite expertise and experience to be appointed as Independent Directors of the Company.

Based on the recommendations of the Nomination and Remuneration Committee and subject to the approval by members, the Board of Directors, at its meeting held on August 25, 2026, approved the following:

i. Appointment of Shri Amrut Urkude (DIN: 11902244) as an Additional Director of the Company. He was also appointed as an Independent Director of the Company for a period of five years with effect from August 25, 2026

ii. Re-appointment of Mr. Shri Ram Gupta (DIN: 07028932) as an Independent Director for a second term of five consecutive years with effect from September 29, 2026

iii. Re-appointment of Shri Bankesh Chandra Agrawal (DIN: 00121080) as Chairman & Managing Director for a further period of three years with effect from November 11, 2026

iv. Re-appointment of Shri Sarthak Agarwal (DIN: 03613314) as Whole Time Director for a further period of three years with effect from November 11, 2026

v. Re-appointment of Shri Nihit Agarwal (DIN: 07586882) as Whole Time Director for a further period of three years with effect from November 11, 2026

In the opinion of the Board, Mr. Shri Ram Gupta and Shri Amrut Urkude, Independent Directors have the integrity, requisite expertise and experience to be appointed/re-appointed as Independent Directors of the Company.

The resolution seeking approval of the members for the above appointments/re-appointments including remuneration, if any have been incorporated in the notice of the ensuing AGM.

Key Managerial Personnel (‘KMP):

In terms of the provisions of Sections 2(51) and 203 of the Act, the following are the KMPs of the Company: Shri Bankesh Chandra Agrawal, Chairman & Managing Director Shri Sarthak Agarwal, Whole Time Director Shri Nihit Agarwal, Whole Time Director Shri Sanjay Kedia, Whole Time Director & CFO Ms. Sushmita Sonavane, Company Secretary & Compliance Officer- Appointed w.e.f. August 13, 2025

Ms. Urvashi Pandya, Company Secretary & Compliance Officer- upto May 31, 2025

DECLARATIONS FROM INDEPENDENT DIRECTORS

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 Companies Act, 2013 ("the Act") along with Rules framed thereunder and Regulation 16(1) (b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company.

In terms of Regulation 25(8) of SEBI Listing Regulations, independent directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In the opinion of the Board, the independent directors possess appropriate balance of skills, experience and knowledge, as required.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

VIGIL MECHANISM

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. To maintain these standards, the Company encourages its employees who have concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. A Vigil (Whistle Blower) Mechanism formulated by the Company provides a channel to the employees and Directors to report to the management concerns about unethical behavior, actual or suspected fraud or violation of the codes of conduct or policy. The mechanism provides for adequate safeguards against victimization of employees and Directors to avail of the mechanism and also provide for direct access to the Managing Director/ Chairman of the Audit Committee in exceptional cases. The policy is placed on website of the Company weblink: https://shreeharichemicals.in/policies

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND CRITERIA FOR INDEPENDENT DIRECTORS

The Remuneration Policy for directors and senior management and the Criteria for selection of candidates for appointment as directors, independent directors, Senior management are placed on the website of the Company. The web link is https://shreeharichemicals.in/policies. There has been change in the policies since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the remuneration policy of the Company.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

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

(iii) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) they have prepared the annual accounts on a going concern basis;

(v) they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

(vi) they have 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 CONTROLS

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal and statutory auditors and external consultants and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year 2025-26.

The internal auditor also regularly reviews the adequacy of internal financial control system.

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

The Company has following wholly-owned subsidiaries:

Shakambhari Dyechem Private Limited

Shakambhari Chemtech Private Limited

A Statement in Form AOC-1 containing the salient features of the financial statements of the aforementioned subsidiaries forms part of the Annual Report.

The Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, consisting of operations of the Company and its subsidiaries have been attached with Annual Report.

The Company will also make these documents available upon request by any Member of the Company interested in obtaining copy of the same. The separate audited financial statements for financial year ended March 31, 2026 in respect of Shakambhari Dyechem Private Limited and Shakambhari Chemtech Private Limited are also available on the website of the Company at https://shreeharichemicals.in/annualreports

As required under Regulation 16(1) (c) of the Listing Regulations, the Company has formulated the Policy on Materiality of Subsidiaries and the same is available on the website of the Company at https://shreeharichemicals.in/policies. As at 31st March 2026, the Company did not have any material subsidiary. However, as on the date of this Report, the Company has one material subsidiary.

The Company does not have any Joint Ventures / Associates.

ANNUAL RETURN

Pursuant to the provisions of Section 134(3) (a) and Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company as at 31st March, 2026 is uploaded on the website of the Company at https://shreeharichemicals.in/annualreturn

STATUTORY AUDITORS AND THEIR REPORT

As per the provisions of Section 139 of the Act read with the Companies (Audit and Auditors) Rules, 2014, M/s. Kailash Chand Jain & Co., Chartered Accountants, Mumbai, (FRN No. 112318W) were appointed as Statutory Auditors of the Company for a period of five years from the conclusion of the Thirty-Fifth AGM till the conclusion of the Fortieth AGM to be held in 2027.

The Statutory Auditors have confirmed that they are not disqualified to act as Auditors and are eligible to hold office as Statutory Auditors of the Company for the financial year 2026-27.

The Statutory Auditors report does not contain any qualifications, reservations or adverse remarks. During the year under review, there were no instances of fraud reported by the auditors, under Section 143(12) of the Companies Act, 2013 to the Audit Committee or to the Board of Directors.

COST AUDIT

The maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is required by the Company and accordingly such accounts and records are made and maintained.

The Board of Directors have appointed M/s. V. B. Modi & Associates, Cost Accountants, as Cost Auditors for the financial year 2026-27.

In accordance with the requirement of the Central Government and pursuant to Section 148 of the Act, your Company carries out an annual audit of cost accounts of the Company.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 and other applicable provisions, if any, of the Companies Act, 2013, M/s. Parikh Parekh & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2025-26.

The Secretarial Auditors Report is annexed as Annexure I. The Secretarial Auditors report does not contain any qualifications, reservations or adverse remarks.

SECRETARIAL STANDARDS

The company has devised proper systems to ensure compliance with the provisions of all applicable secretarial standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

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

1. Conservation of energy: a. Steps taken / impact on conservation of energy:

During the year, the Company continued to make efforts to prevent wasteful electrical consumption.

b. Steps taken by the company for utilising alternate sources of energy including waste generated:

The Company has successfully started 1.85 MW solar power plant as an alternate and natural source of energy. Accordingly, the total solar power capacity of the Company now stands at 3.35 MW, including the existing 1.5 MW solar power plant.

c. The Capital invested on energy conservation equipment: Rs. 598 Lakhs

2. Technology absorption: a. Efforts, in brief, made towards technology absorption during the year under review: NIL

b. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc.: Not Applicable

c. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: Not Applicable

d. Expenditure incurred on Research and Development: NIL

3. Foreign exchange earnings and Outgo:

(Rs. in Lakhs)

Foreign exchange earnings and outgo	2025-26
a. Foreign exchange earnings	8554.31
b. Foreign exchange outgo	-

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed as Annexure II.

DEPOSITS FROM PUBLIC

The Company has not accepted any deposits from public during the year.

SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORY/ JUDICIAL AUTHORITIES

There are no significant or material orders passed by any regulator or judicial authorities that would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

The Company has not given any loans or guarantees or made investments in contravention of the provisions of the Section 186 of the Companies Act, 2013. The details of the loans and guarantees given and investments forms part of the Audited Financial Statements.

RISK MANAGEMENT POLICY

The Board of Directors of the Company has framed a Risk Management Policy and is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

CORPORATE SOCIAL RESPONSIBILITY

As per the provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company was not required to spend any amount towards CSR Activities and there was no previous unspent amount required to be spent during the financial year 2025-26. Hence, the Annual Report on CSR does not form part of this Report. For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report. The policy is available on https://shreeharichemicals.in/policies.

RELATED PARTY TRANSACTIONS

Particulars of transactions with related parties pursuant to Section 134 (3) (h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Form AOC-2 and the same forms part of this report as Annexure III.

EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

An annual evaluation of the Board own performance, Board committees and individual directors was carried out pursuant to the provisions of the Act in the following manner:

Performance evaluation of	Performance evaluation performed by	Criteria
1 Each Individual directors	Nomination and Remuneration Committee	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and guidance provided, key performance aspects in case of executive directors etc.
2 Independent directors	Entire Board of Directors excluding the director who is being evaluated	Attendance, Contribution to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution, and guidance provided etc.
3 Board, its committees and individual directors	All directors	Board composition and structure; effectiveness of Board processes, information and functioning, performance of specific duties and obligations, timely flow of information etc. The assessment of committees based on the terms of reference of the committees

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has complied with provisions relating to the constitution of Internal Complaints Committee and has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All employees (permanent, contractual, temporary, trainees) are covered under this policy.

The Company has not received any complaint of sexual harassment during the financial year 2025-26.

COMPLIANCE OF THE PROVISIONS RELATING TO THE MATERNITY BENEFIT ACT, 1961

The company has complied with the provisions relating to the Maternity Benefit Act, 1961.

LISTING FEES

The Company has paid the listing fees to BSE Limited for the financial year 2026-27.

INSIDER TRADING REGULATIONS AND CODE OF DISCLOSURE

The Board of Directors has adopted the Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information and Code of Internal Procedures and Conduct for Regulating, Monitoring and Reporting of Trading by Insiders in accordance with the requirements of the SEBI (Prohibition of Insider Trading) Regulation, 2015 and is available on our website. The web link is http://www.shreeharichemicals.in/policies.

CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As per SEBI Listing Regulations, the Corporate Governance Report with Auditors Certificate thereon and the Management Discussion and Analysis Report, forms part of this Annual Report.

ACKNOWLEDGEMENT

The Board places on record its deep sense of appreciation for the committed services by all the employees of the Company. The Board would also like to express its sincere appreciation for the assistance and co-operation received from the financial institutions, banks, government and regulatory authorities, stock exchanges, customers, vendors, members, during the year under review.

The Company deeply values the steadfast partnership of its suppliers, distributors, retailers, business partners and the wider trade ecosystem. Their collaboration has been integral to shared growth and the Board reiterates its commitment to nurturing relationships built on mutual trust, respect and long term value creation.

	For and on behalf of the Board
	BANKESH CHANDRA AGRAWAL
	Chairman & Managing Director
	DIN: 00121080
Place: Mumbai
Date: August 25, 2026