Shree Hari Chemicals Export Ltd Directors Report

To The Members,

SHREE HARI CHEMICALS EXPORT LIMITED

The Directors have pleasure in presenting the Thirty-Eighth Annual Report together with the Audited Financial Statements of the Company for the financial year ended on March 31,2025.

FINANCIAL RESULTS:

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

(Rs. in Lakhs)

Particulars	Standalone		Consolidated
	2024-25	2023-24	2024-25	2023-24
Revenue from Operations	14119.58	13832.64	14119.58
Other Income	87.12	435.54	87.12
Profit/ (Loss) Before Depreciation & Tax	910.25	549.44	907.61
Less: Depreciation	214.76	227.77	214.76
Profit/(Loss) Before Tax	695.49	321.67	692.85
Less: Provision for Taxation	-	-	-	N.A.
Current Tax	-	-	-
Deferred Tax	183.10	92.20	183.10
Short/Excess provision of Income Tax	-	-	-
Profit/(Loss) After Tax	512.40	229.46	509.75
Other Comprehensive Income	3.14	5.04	3.14
Total Comprehensive Income for the Year	515.54	234.50	512.89

OPERATIONS/ STATE OF COMPANYS AFFAIRS

During the year under review, revenue from operations were Rs. 14119.58 Lakhs as against Rs. 13832.64 Lakhs during the corresponding previous year resulting in a profit of Rs. 512.39 Lakhs as against profit of Rs. 229.46 Lakhs for the previous year.

The Company has prepared consolidated financial statements incorporating the accounts of Shakambhari Dyechem Private Limited and Shakambhari Chemtech Private Limited, wholly owned subsidiaries of the Company which were incorporated on April 24, 2024 and March 02, 2025 respectively. However, there were no operations in the aforesaid subsidiaries and hence, there is no impact on the consolidated financial statements under review.

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 2024-25.

ZERO COUPON COMPULSORILY CONVERTIBLE DEBENTURES

The Board of Directors at its meeting held on August 28, 2024 and the shareholders at the Annual General Meeting held on September 27, 2024 had approved the issue of upto 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. The said CCDs were allotted on November 15, 2024 by the Committee of Directors.

Further, the Committee of Directors at its meeting held on March 15, 2025 had allotted 4,86,140 Equity Shares upon conversion of equal number of CCDs one of the allottee. The listing approval for the aforementioned Equity Shares is awaited from BSE Limited.

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND DATEOFTHEREPORT

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, 2025 and the date of the report.

NUMBER OF MEETINGS OF BOARD OF DIRECTORS

7 (Seven) 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 Sarthak Agarwal (DIN: 03613314) and Shri Nihit Agarwal (DIN: 07586882), Directors of the Company, retires at the ensuing Annual General Meeting (AGM) and being eligible offers themselves for re-appointment.

Shri Rajkumar Dayma (DIN: 02421337), Smt. Varsha Agarwal (DIN: 10712890) were appointed as Independent Directors of the Company for a period of five years with effect from August 12, 2024 and Shri Sanjay Gupta (DIN: 00967394) was appointed as an Independent Director of the Company for a period of five years with effect from August 28, 2024. Their appointment was approved at the 37th AGM of the Company held on September 27, 2024.

Shri Vikas Agarwal (DIN: 00089659) was appointed as a Director of the Company with effect from August 12, 2024. His appointment was approved at the 37th AGM of the Company held on September 27, 2024.

Based on the recommendations of Nomination and Remuneration Committee, the Board of Directors at their meeting held on March 25, 2025 appointed Shri Prashant Bhandarkar (DIN: 02949193) as an Additional Director and an Independent Director on the Board of the Company, not liable to retire by rotation, for a period of five years w.e.f. March 25, 2025 to March 24, 2030, subject to the approval of the shareholders. The said appointment was approved by members of the Company by Special Resolution through Postal Ballot on June 04, 2025.

Based on the recommendations of Nomination and Remuneration Committee, 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 at the meeting of the Board of Directors of the Company held on May 29, 2025, subject to the approval of members. The resolution seeking approval of the members for his re-appointment and remuneration has been incorporated in the notice of the ensuing AGM.

Shri Parag Agrawal resigned as an Independent Director of the Company with effect from June 20, 2024 to give more time and attention to his own business. The Board placed on record his sincere appreciation for the contributions made by him during his tenure in the Company.

During the year, Shri Vrijanand Gupta (DIN: 00042271) and Smt. Ekta Sultania (DIN: 07134485) retired upon completion of their term of office as Independent Directors of the Company on September 04, 2024 and March 25, 2025 respectively and ceased to be the Independent Directors of the Company thereafter. The Board recorded the sincere appreciation of valuable services rendered by them during their tenure as Independent Directors of the Company.

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. Urvashi Pandya, Company Secretary & Compliance Officer (Resigned w.e.f. May 31,2025)

Ms. Sushmita Sonavane, Company Secretary & Compliance Officer (Appointed w.e.f. August 13, 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 meet 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 no 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 Companies Act, 2013, 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 2024-25.

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

DETAILS OF SUBSIDIARIES/ JOINT VENTURES/ ASSOCIATES

During the year, the Company has incorporated following wholly-owned subsidiaries:

• Shakambhari Dyechem Private Limited on April 24, 2024

• Shakambhari Chemtech Private Limited on March 02, 2025 (yet to commence business as on the date of the report)

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, 2025, 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, 2025 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 . The Company does not have any material subsidiary as on the date of the report.

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, 2025 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, /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 2025-26.

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 2025-26.

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 & Associates, Practicing Company Secretaries were appointed as the Secretarial Auditors for auditing the secretarial records of the Company for the financial year 2024-25.

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 1.5 MW solar power plant as an alternate and natural source of energy. The company is setting-up additional 1.85 MW Solar Power.

c. The Capital invested on energy conservation equipment: Rs. 160 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	2024-25
a. Foreign exchange earnings	-
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 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 made by the Company are provided as under:

(Rs. in Lakhs)

Particulars	2024-25
a. Loans	-
b. Investments	10.00
c. Guarantees/ Securities	-

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 Companies Act, 2013 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 2024-25. 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 2024-25.

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 2025-26.

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 Directors extend their sincere gratitude to the Government of India, the State Governments, and the respective departments for their continued cooperation. We also thank our bankers, stakeholders, and all value chain partners for their ongoing support. Above all, we deeply appreciate our esteemed customers for their trust and patronage.

The Board places on record its appreciation for the commitment, resilience, and hard work demonstrated by the employees of the Company. Their efforts, especially amid challenging business conditions, enable the Company to grow stronger and achieve continued progress.

	For and on behalf of the Board
	BANKESH CHANDRA AGRAWAL
	Chairman & Managing Director
Place: Mumbai	DIN:00121080
Date: August 13, 2025