Shri Gang Industries & Allied Products Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting the 37 th Annual Report together with the Audited Financial Statements of Shri Gang Industries and Allied Products Limited (SGIAPL or the Company) for the financial year ended 31st March, 2026.

Financial Performance of the Company

The Financial Statements have been prepared in accordance with the applicable Indian Accounting Standard (hereinafter referred to as Ind AS) prescribed under Section 133 of the Companies Act, 2013 (the Act) and other recognized accounting practices and policies to the extent applicable. The Companys performance during the financial year under review as compared to the previous financial year is summarized below:

Particulars	2025-26 Current Year	2024-25 Previous Year
Income from Operations	40,233.56	35,262.37
Other Incomes	70.45	61.61
Total Revenue (A)	40,304.01	35,323.98
Expenses	37,203.30	31,370.42
Depreciation and Amortisation Expense	571.13	553.03
Total Expenses(B)	37,774.43	31,923.45
Profit (Loss) before tax and Exceptional Items (A-B) (C)	2,529.58	3,400.53
Exceptional Items (D)	-	-
Profit (Loss) before tax (C+D) (E)	2,529.58	3,400.53
Provision for Taxation
Current Tax	388.63	-
Deferred Tax Charge/ (Credit)	280.33	468.02
Total Tax Expenses (F)	668.96	468.02
Profit (Loss) After Tax (E-F)	1,860.62	2,932.51
Other Comprehensive Income
- Items that will not be reclassified to profit or loss	6.4	3.34
- Tax on above	(0.77)	(0.20)
Total Comprehensive Income for the year net of Tax	1,866.25	2,935.65
Earnings per share (Basic)	10.06	16.36
Earnings per share (Diluted)	8.97	13.60

The Financial Statements are presented in Indian Rupees ( INR ) and all amounts except Earnings per shares are rounded to the nearest Lakhs, except as stated otherwise.

Share Capital Authorised Share Capital

During the year, there was no change in the Authorised Share Capital of the Company. As at March 31,2026, the Authorised Share Capital of the Company stood at Rs. 30,00,00,000 (Rupees Thirty Crore Only) divided into:

i. 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of the face value of Rs. 10/- (Rupees Ten Only) each aggregating to Rs. 25,00,00,000/- (Rupees Twenty-Five Crore Only) and

ii. 50,00,000 (Fifty Lakh) Preference Shares of the face value of Rs. 10/- (Rupees Ten Only) each aggregating to Rs. 5,00,00,000/- (Rupees Five Crore Only).

Issued, Subscribed and Paid-up Share Capital

During the year review, the Company has made following changes in the issued, Subscribed and Paid-up share Capital of the Company:

1. Issuance of 13,13,131 Compulsorily Convertible Preference Shares (CCPS) of Rs. 10/- each through Preferential Allotment;

2. Issuance of 7,50,000 Equity shares as Sweat Equity; and

3. Issuance of 13,00,000 Equity Shares by way of conversion of 13,00,000 Compulsorily Convertible Preference shares.

The Issued, Subscribed and Paid-up Share Capital of the Company as at March 31, 2026 stood at Rs. 21,46,75,060 (Rupees Twenty-One Crore Forty-Six Lakh Seventy-Five Thousand Sixty Only) divided into:

i. 1,99,80,000 (One Crore Ninety-Nine Lakh Eighty Thousand) Equity Shares of Face value of Rs. 10/- (Rupees Ten Only) each aggregating to Rs. 19,98,00,000/- (Rupees Nineteen Crore Ninety-Eight Lakh Only) and

ii. 14,87,506 (Fourteen Lakh Eighty-Seven Thousand Five Hundred Six) Preference shares of the face value of Rs. 10/- (Rupees Ten Only) each aggregating to Rs. 1,48,75,060/- (Rupees One Crore Forty-Eight Lakh Seventy-Five Thousand Sixty Only).

a. Issue of equity shares with differential rights

Your Company has not issued any equity shares with differential rights during the year under review.

b. Issue of sweat equity shares

During the year under review, pursuant to the approval of the Members at the Annual General Meeting of the Company held on September 30, 2025, the Nomination and Remuneration Committee of the Board of the Company has allotted 7,50,000 Equity shares of Face Value of Rs. 10/- each as Sweat Equity Shares in accordance with the provisions of the Companies Act, 2013 (the Act) and SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 (SBEB&SE Regulations) to Mr. Varun Gupta, Chief Operating Officer of the Company for his contribution in the growth and profitability of the Company.

The statutory disclosures as mandated under the Act and SBEB&SE Regulations including the certificate from the Secretarial Auditor, confirming the compliance of the provisions of SBEB&SE Regulations has been hosted on the website of the Company at https://www.shrigangindustries.com/other-disclosures#parentVerticalT ab7.

c. Issue of employee stock options

Your Company has not issued any employee stock options during the year under review.

d. Provision of money by the Company for purchase of its own shares by employees or by trustees for the benefit of employees

Your Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employees during the year under review.

State of Companys Affairs, Review of Operations and Future Outlook

During the year under review, your Company achieved revenue of Rs. 40,233.56 Lakh, registering a year-on-year growth of 14.10% over the previous years revenue of Rs. 35,262.37 Lakh. The Company reported Profit Before Tax (PBT) of Rs. 2,529.58 Lakh as against Rs. 3,400.53 Lakh in the previous year. The profit for the year under review was impacted by a one-time expense of Rs. 742.50 lakh towards the issuance of Sweat Equity Shares to Mr. Varun Gupta, Chief Operating Officer of the Company.

After adjusting for this one-time expense, the underlying profitability reflects only a moderate decline during FY 2025-26. Despite this, the Company continues to maintain a strong revenue base and remains well-positioned to pursue its growth and expansion plans.

The Company continues to be a prominent player in the alcohol industry, with a strong presence across the value chain. Its product portfolio comprises Extra Neutral Alcohol (ENA), Indian Made Foreign Liquor (IMFL) and Country Liquor, catering to both institutional and consumer markets.

The Company continues to be a preferred tie-up unit for the manufacture and supply of prestigious IMFL and Scotch brands of United Spirits Limited (USL), a part of Diageo plc, one of the worlds leading beverage alcohol companies. This long-standing association further reinforces the Companys industry credentials, manufacturing capabilities and commitment to maintaining high-quality standards.

During the year under review, the Company entered into a Contract Manufacturing Tie-Up Agreement with Tilaknagar Industries Limited (TIL) for the bottling of its IMFL brands. The Company is setting up a new bottling shed for manufacturing TIL brands, which is expected to be commissioned in Q4 FY 2026-27, which is expected to further strengthen the Companys manufacturing capabilities and support its growth prospects.

The Company continues to build its business around the following strategic strengths:

1. Strategic Locational Advantage - The Companys manufacturing facility is strategically located to efficiently serve key markets and facilitate access to raw materials and logistics infrastructure.

2. Well-Invested Asset Base - The Company has developed a robust manufacturing and bottling infrastructure, providing a strong foundation for operational scalability and future expansion.

3. Partnership with a Global Spirits Leader - The Companys long-standing association with United Spirits Limited, a part of Diageo plc, provides significant industry credibility and strengthens its position in the organised spirits market.

4. Diageo Partnership as a Demonstration of Quality Standards - The continued association with Diageo through USL reflects the Companys ability to adhere to stringent quality, manufacturing and operational standards.

With stringent quality controls, innovation-driven processes and a continued focus on operational efficiency and sustainable practices, the Company remains committed to delivering high-purity alcohol and quality spirits while strengthening its position as a trusted and reliable player in the industry.

During the year under review, Promoters of the Company infused Capital through warrants subscription which shows their long term commitment to the growth of the Company.

A detailed review of the operations, financial performance and future outlook of the Company is provided separately under the head Management Discussion and Analysis , pursuant to Regulation 34 read with Part B of Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations). The same forms a separate section of this Annual Report

Change in the nature of Business, If any

There is no change in the nature of business of the Company during the financial year 2025-2026.

Dividend

The Board of Directors has not recommended any dividend for the financial year under review in order to conserve resources and reinvest the earnings into the business for future growth and expansion.

Transfer of Unclaimed Dividend to Investor Education and Protection Fund

The Company has no unclaimed/unpaid dividend therefore, provisions for transfer of unclaimed/unpaid dividend and shares to Investor Education and Protection Fund under the Companies Act, 2013 were not applicable.

Amounts Transferred to Reserves

The Company has not transferred any amount to the Reserves during the Financial Year ended 31st March, 2026. However, an amount of Rs. 18,36,18,659/- (Rupees Eighteen Crore Thirty-Six Lakh Eighteen Thousand Six Hundred Fifty-Nine) was transferred to Securities Premium Account during the year under review.

Directors and Key Managerial Personnel

Your Companys Board comprises 6 (Six) Members as on the date of this Report, the details of the same are as below:

Sr. No. Name of Director	Designation
1. Mr. Sanjay Kumar Jain	Non-Executive Non-Independent Director, Chairperson
2. Mr. Arun Kumar Sharma	Whole Time Director
3. Ms. Seema Sharma	Non-Executive Independent director
4. Mr. Vishal Singh	Non-Executive Independent director
5. Mr. Vivek Singh Khichar	Non-Executive Non-Independent Director
6. Mr. Vyom Goel	Non-Executive Non-Independent Director

Changes in the Composition of the Board of Directors and Key Managerial Personnel

During the year under review and between the end of the financial year and date of this report, following are the changes in Directors and Key Managerial Personnel of the Company.

i. The Board of Directors, at its meeting held on August 29, 2025, based on the recommendation of the Nomination and Remuneration Committee and subject to the approval of the shareholders, re-appointed Mr. Arun Kumar Sharma (DIN: 09008061) as Whole Time Director of the company, liable to retire by rotation, for a period of 2 (Two) years with effect from November 13, 2025 at a monthly remuneration not exceeding Rs. 3,00,000/- (Rupees Three Lakh Only). The said re-appointment was subsequently approved by the Members at the AGM held on September 30, 2025.

Pursuant to the provisions of Section 152 of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014, executive directors and non-executive directors except the Independent Directors are subject to retire by rotation. Based on the terms of appointment and the Articles of Association of your Company. Mr. Sanjay Kumar Jain (DIN: 01014176) who is the longest serving member in the current term and is liable to retire by rotation and he being eligible offers himself for reappointment. Appropriate resolution(s) for appointment/re-appointment is being placed for your approval at the ensuing Annual General Meeting.

None of the aforesaid Directors are disqualified under Section 164(2) of the Companies Act, 2013. Further, they are not debarred from holding the office of Director pursuant to order of SEBI or any other authority.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than reimbursement of expenses, if any.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, the Company has following Key Managerial Personnel at the end of the financial year:

Sr. No. Name of Key Managerial Personnel	Designation
1. Mr. Arun Kumar Sharma	Whole Time Director
2. Mr. Mayank Gupta	Chief Financial Officer
3. Ms. Kanishka Jain	Company Secretary

Declaration by Independent Director(s)

All the Independent Directors of your Company have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(1) (b) of the SEBI Listing Regulations and qualify to act as Independent Director of the Company. The Board is of the opinion that the Independent Directors are having good integrity, proficiency and possess requisite qualifications, expertise and experience in the varied fields and holds highest standards of integrity.

The Independent Directors have also confirmed that they have complied with the Companys Code of Conduct for Board and Senior Management as per Regulation 26(3) of SEBI Listing Regulations.

The Independent Directors affirmed that none of them were aware of any circumstance or situation which could impair their ability to discharge their duties in an independent manner.

Disclosure on Reappointment of Independent Director

During the year under review, no Independent Director was reappointed.

Performance Evaluation

The Companies Act, 2013 read with the SEBI Listing Regulations, as applicable, provides that the Board needs to undertake a formal Annual Evaluation of its own performance and that of its committees and individual Directors. The Schedule IV of the Companies Act, 2013 read with the Rules issued thereunder states that the performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Director being evaluated.

The Board has carried out the annual evaluation of its own performance, performance of the Directors individually as well as the performance of the working of its Committees. For annual performance evaluation of the Board as a whole, its Committee(s) and individual Directors including the Chairman of the Board, the Board adopted a formal evaluation mechanism and the exercise was carried out by a questionnaire matrix which was filled by each director covering Board functioning such as composition of Board and its Committees, experience and competencies, governance issues etc. Separate Exercise was carried out to evaluate the performance of individual directors including the Chairman of the Board who were evaluated on parameters such as attendance, contribution at the meeting, etc.

On the basis of the response to the questionnaire, a matrix reflecting the ratings was formulated and placed before the Board for formal annual evaluation by the Board of its own performance and that of its Committees and individual Directors. The Board was satisfied with the evaluation results.

Familiarization Programme

The Company has formulated a Familiarisation Programme for Independent Directors with an aim to familiarise the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., to provide them with better understanding of the business and operations of the Company and so as to enable them to contribute significantly to the Company. The Company conducts periodical meetings and makes presentations to familiarise Independent Directors with the strategy, operations and functions of the Company.

The details of programme for familiarization of Independent Directors of your Company is available on your Companys website at https://www.shrigangindustries.com/Investor-Section/disclsoure-under-regulation-46-of-sebi-lodr-regulations- 2015/I.-Details-of-Familiarization-programmes-imparted-to-Independent-Directors/Details%20of%20Familiasation%20 Programme.pdf.

Corporate Social Responsibility

The provisions relating to Corporate Social Responsibility (CSR) under Section 135 of the Companies Act, 2013 (the Act) are applicable to the Company for the financial year ended March 31, 2026. The Companys CSR Policy is aligned with the provisions of Section 135 read with Schedule VII of the Act. Further, pursuant to Section 135(9) of the Act, the Company is not required to constitute a separate CSR Committee.

The Company is committed to contributing towards the sustainable development and well-being of society. It firmly believes that sustainable business growth is intrinsically linked with the development of communities surrounding its operations and the protection of the environment in which it operates.

The Company recognises the importance of the well-being and socio-economic development of communities around its operational locations and strives to promote inclusive and sustainable growth. Accordingly, the Company undertakes CSR initiatives in accordance with the applicable provisions of Section 135 and Schedule VII of the Act, with a focus on creating a meaningful and positive impact on society.

A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure A of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This policy can be accessed at Microsoft Word - CSR Policy Shri Gang.

Details of Subsidiaries/ Joint Venture and Associate Company

During the year under review, the Company did not have any subsidiary, joint venture or associate company.

Directors Responsibility Statement

In terms of Section 134 (5) of the Companies Act, 2013, the Board of Directors to the best of its knowledge and ability state that:

i. That in the preparation of the Annual Accounts for the financial year ended March 31,2026, the applicable Accounting standards have been followed and that there are no material departures;

ii. That Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit of the Company for the year ended March 31, 2026;

iii. That 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;

iv. That accounts for the year ended March 31,2026 have been prepared following the going concern basis;

v. That Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

vi. That Directors had devised proper system to ensure compliance with the provisions of all the applicable laws and that such system were adequate and operating effectively.

Management Discussion and Analysis Report

In terms of Regulation 34 of the SEBI Listing Regulations, the Management Discussion and Analysis Report for the year under review is annexed separately forming part of the Annual Report.

Corporate Governance

The Company is committed to adhere to the best corporate governance practices. The separate section on Corporate Governance and a Certificate from the Practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 ( SEBI Listing Regulations) forms part of the Annual Report.

Material Changes and Commitments

No material changes and commitments affecting the financial Position of your Company have occurred between the end of the financial year of the Company to which the financial statements relate and on the date of this report.

Statutory Auditor and Their Report

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereunder, M/s. Pawan Shubham & Co., Chartered Accountants, having FRN.: 011573C, were appointed as the Statutory Auditors of the Company at the Thirty-Third (33 rd ) Annual General Meeting of the Company held on September 30, 2022 for a period 5 years from the conclusion of the ensuing 33rd Annual General Meeting till the conclusion of 38th Annual General meeting of the Company at such remuneration as may be fixed by the Board of Directors of the Company.

The Notes on financial statement referred to in the Auditors Report for the Year ended March 31,2026 are self-explanatory and do not call for any further comments. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the Financial Statements in this Annual Report.

During the year under review, there have been no instances of fraud reported by the Statutory Auditors under Section 143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

Secretarial Auditor and Their Report

Pursuant to the provisions as required under Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI Listing Regulations, M/s. Monika Kohli & Associates, Company Secretaries, a peer reviewed firm, were appointed as the Secretarial Auditors of the Company at the Thirty-Sixth (36th) Annual General Meeting of the Company held on September 30, 2025 for a period of 5 consecutive years from financial year 2025-26 to financial year 2029-30, at such remuneration plus applicable taxes and other out-of-pocket expenses as may be mutually agreed upon between the Board of Directors of the Company and the Secretarial Auditors.

The Secretarial Audit Report in the prescribed form MR-3 for the financial year ended on March 31,2026 forms part of the Annual Report. The same is annexed as Annexure B .

The Secretarial Auditor had pointed out a remark in its report that the equity shareholding of the promoters and promoters group in dematerialisation form is 95.71% as on March 31, 2026 against 100% as required under Regulation 31 of SEBI LODR.

Boards Reply on aforesaid remark : The Company had made request to all the shareholders including Promoter and Promoter Group through notice of last Annual General Meeting asking to dematerialize theirs shares. Similar request to all shareholders including Promoter and Promoter Group is being made in the notice of ensuing Annual General Meeting which is being sent to all the shareholders.

However, 2,50,000 Equity shares were allotted pursuant to the conversion of 2,50,000 Compulsorily Convertible Preference Shares on March 30, 2026. Due to the procedural timeline, theses shares were shown under the physical category as against the Dematerialised shares as on March 31, 2026.

As on March 31, 2026, the promoters Shareholding upto the extent of 95.71% has already been dematerialized. The Management has been following up with the rest of the Promoter and Promoter Group to get their shares dematerialized to make the Company compliant as per SEBI (LODR), Regulations, 2015.

During the year under review, there have been no instances of fraud reported by the Secretarial Auditors under Section 143(12) of Companies Act, 2013 read with rules framed thereunder, either to the Company or to the Central Government.

Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with relevant applicable rules the Board of Directors has appointed M/s Mohan Gupta & Co., Chartered Accountants as Internal Auditor of the Company for the Financial Year 2025-26.

Internal Audit Reports are discussed with the management and are also reviewed by the Audit Committee of the Company. During the year under review, the Internal Auditors carried out their functions as per the scope of work assigned and placed their reports at the meetings of the Audit Committee.

Annual Return

In accordance with the provisions of section 134(3)(a) and 92(3) of Companies Act, 2013 read with rules framed thereunder, the Annual Return for the Financial Year 2025-2026 will be available on the website, once filed with the Registrar of Companies after the ensuing Annual General Meeting and can be accessed through the link ( https://www. shrigangindustries.com/disclsoure-under-regulation-46-of-sebi-lodr-regulations-2015#parentVerticalTab20).

Disclosure about Maintenance of Cost Records

The company has maintained the requisite cost records and accounts as specified by the Central Government under subsection (1) of section 148 of the Companies Act, 2013.

Internal Control Systems and their Adequacy

The Company has established and documented a comprehensive framework of internal financial controls commensurate with the nature, size and complexity of its business operations. The internal financial controls cover key physical, financial and operational processes and are designed, implemented and maintained to provide reasonable assurance regarding the effectiveness and efficiency of operations.

The Company periodically reviews the design and operating effectiveness of its internal controls to ensure their continued adequacy and effectiveness. These controls are aimed at ensuring orderly and efficient conduct of business, adherence to the Companys policies and procedures, safeguarding of assets, prevention and detection of errors and irregularities, accuracy and completeness of accounting records, and timely preparation of reliable financial information.

The Management continuously monitors the effectiveness of the internal control framework and undertakes appropriate measures, wherever required, to strengthen the same in line with the evolving nature and scale of the Companys operations.

Based on the assessment carried out by the Management and the evaluation undertaken during the year, the internal financial controls with reference to the financial statements were considered adequate and operating effectively as at March 31, 2026.

Committees of the Board

Pursuant to the requirements of Companies Act, 2013 and SEBI Listing Regulations, the Board of Directors has constituted the following Committees with adequate delegation of powers and authorities:

1. Audit Committee;

2. Nomination & Remuneration Committee;

3. Stakeholders Relationship Committee;

4. Preferential Issue Committee

Out of the aforesaid committees, the details of the composition of the Committees, their terms of reference, attendance of Directors at meetings of the Committees and other requisite details as required under SEBI Listing Regulations are provided in the Corporate Governance Report which forms part of the Annual Report.

Nomination & Remuneration Policy

Pursuant to the provisions of Section 134(3)(e) and Section 178(3) of the Companies Act, 2013 (the Act), the Nomination and Remuneration Committee (NRC) of the Board has formulated and recommended criteria for determining the qualifications, positive attributes and independence of a person proposed to be appointed as a Director of the Company. The criteria, inter alia, take into consideration the optimum size and composition of the Board, age, qualifications, professional experience, areas of expertise, skills, knowledge and independence of the proposed appointee.

Based on the recommendation of the NRC, the Board of Directors has formulated and adopted a Nomination and Remuneration Policy governing the nomination and appointment of Directors and the remuneration payable to Directors, Key Managerial Personnel (KMP), Senior Management Personnel and other employees of the Company.

The NRC periodically reviews the Policy and recommends appropriate changes, wherever required, to ensure that the same remains aligned with the applicable provisions of the Act, the Companys business requirements and good corporate governance practices.

The Nomination and Remuneration Policy is available on the Companys website and provides the framework for determining the remuneration of Directors, KMP and Senior Management Personnel, while ensuring that such remuneration is commensurate with their qualifications, experience, responsibilities and performance and is aligned with the Companys objectives and long-term interests.

The details of policy are mentioned in Corporate Governance Report. The policy is available on our companys website at Microsoft Word - Nomination and remuneration Policy Shri Gang.

Meetings of Board of Directors & Committees and Attendance by Each Director

During the financial year 2025-2026, the Board of Directors has met six (6) times. The number of meetings of the Board and various Committees of the Board including attendance, composition etc. are set out in the Corporate Governance Report which forms part of Annual Report. The intervening gap between the meetings was within the time limit prescribed under the provisions of Section 173 of the Companies Act, 2013 and SEBI Listing Regulations.

Meeting of Independent Directors

In terms of requirements under Schedule IV of the Companies Act, 2013 and Regulation 25(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate meeting of the Independent Directors was held on February 16, 2026.

The Independent Directors at the meeting, inter alia, reviewed the following:

Performance of non-independent Directors and the Board as a whole.

Performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors

Assess the quality, quantity and timeliness of flow of information between the management of the listed entity and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties.

Governance Codes

1. Code of Conduct

The Board of Directors has approved and adopted a Code of Conduct (Code) applicable to all Members of the Board and employees of the Company. The Code establishes the principles and standards of professional and ethical conduct expected to be observed in the course of day-to-day business operations and dealings with various stakeholders.

The Code, inter alia, lays down standards relating to integrity, ethical behaviour, accountability, transparency and responsible conduct in the workplace, business practices and interactions with stakeholders. The Directors and employees are expected to conduct themselves in accordance with the principles and values prescribed under the Code.

The Company has also adopted a Code of Conduct for Prevention of Insider Trading in accordance with the applicable provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, with a view to regulating, monitoring and reporting trading in the securities of the Company by Directors, designated persons and other persons covered under the Code.

The Code, inter alia, provides for pre-clearance of trades, where applicable, and prohibits trading in the securities of the Company while in possession of Unpublished Price Sensitive Information (UPSI) and during the closure of the Trading Window. The Board, through the designated compliance mechanism, oversees the implementation and compliance with the applicable provisions of the Code.

The Members of the Board have affirmed compliance with the Code of Conduct for the financial year ended March 31, 2026.

The code of conduct is available on our website at https://www.shrigangindustries.com/Investor-Section/disclsoure- under-regulation-46-of-sebi-lodr-regulations-2015/D.-Code-of-Conduct-of-Board-of-Directors-and-Senior- Management-Personnel/Code%20of%20Conduct%20of%20Board%20and%20SMP.pdf.

2. Code of Conduct to regulate, monitor and report trading by Insiders

Pursuant to the provisions of the SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time (PIT Regulations), the Company has adopted a Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons and their Immediate Relatives and a Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI).

The Code of Conduct has been formulated with the objective of ensuring compliance with the applicable provisions of the PIT Regulations and to regulate, monitor and report trading in the securities of the Company by Designated Persons and their Immediate Relatives. The Code, inter alia, provides for pre-clearance of trades by Designated Persons, wherever applicable, and prescribes the procedures and controls to be followed for dealing in the securities of the Company.

Further, pursuant to Regulations 3(5) and 3(6) of the PIT Regulations, the Company has established and maintains a Structured Digital Database (SDD) containing the requisite information relating to persons with whom Unpublished Price Sensitive Information is shared. The SDD is maintained in accordance with the requirements prescribed under the PIT Regulations and is subject to appropriate controls and periodic review to ensure compliance with the applicable regulatory requirements.

The full text of the Code is disclosed on the Companys weblink https://www.shrigangindustries.com/Investor-Section/ pdfs/Code%20for%20disdosure%20of%20Fair%20disclosure%20of%20UPSI.pdf.

Particulars of Loanfs). Guaranteefs) or Investmentfs) under section 186 of the Companies Act, 2013

During the year under review the Company has neither made any investment(s) nor given any loan(s) or guarantee(s) or provided any security which is covered under the provisions of Section 186 of the Companies Act, 2013.

Particulars of Contracts or Arrangement made with Related Parties

During the financial year, the Company has entered into various transactions with related parties. All related party transactions are undertaken in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations. The detailed disclosure on related party transactions as per IND AS-24 containing name of related parties and the details of the transactions entered into with them have been provided under Note No. 45 of the Standalone Financial Statements of the Company.

All the related party transactions entered into by the Company during the financial year were on arms length basis and in ordinary course of the business. Further one material related party transaction was entered into by the Company in accordance with the provisions of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) and Rule 8(2) of the Companies (Accounts) Rules, 2014 of the Act in Form AOC-2 is annexed with the Boards Report as Annexure- C .

Deposits

During the year, the company has neither accepted nor renewed any deposits from public falling within the ambit of Section 73 of the Act and the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.

Conservation of Energy. Technology Absorption. Foreign Exchange Earnings & Outgo

Particulars required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo, are given hereinunder:

CONSERVATION OF ENERGY
The Steps taken or impact on conservation or energy	The Distillery Unit of the Company is designed and equipped with energy-efficient equipment and appropriate energy conservation technologies. The Company continues to accord high priority to conservation of energy and endeavours to improve energy efficiency through optimisation of processes, efficient utilisation of equipment and adoption of appropriate technological measures.
	The Company shall continue to evaluate and implement suitable measures for improving energy efficiency and reducing energy consumption in its operations.
The steps taken by the company for utilizing alternate sources of energy	During the year under review, the Company did not undertake any significant initiative towards utilisation of alternate sources of energy.
The capital investment on energy conservation equipments	During the year under review, no significant capital investment was made specifically towards energy conservation equipment.

TECHNOLOGY ABSORPTION
The efforts made towards technology absorption	The Distillery Unit of the Company is equipped with appropriate technology and energy-efficient equipment. The Company continues to focus on adoption and absorption of suitable technologies for improving operational efficiency, energy conservation and environmental performance.
	As part of its environmental and operational initiatives, a Coal Dust Collection and Handling System has been installed at the Distillery Unit to minimise coal dust emissions and address associated environmental concerns.
The benefits derived like product improvement, cost reduction, product development or import substitution	The measures undertaken have contributed towards improved operational efficiency, better energy utilisation and enhanced environmental management. The Company continues to explore suitable technological improvements for achieving further efficiencies and cost optimization.
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)	There was no import of technology during the last three financial years
a. The details of technology been fully absorbed	Not Applicable
a. The year of import	Not Applicable
b. Whether the technology been full absorbed	Not Applicable
c. If not fully absorbed, areas where absorption has not taken place, and the reason thereof.	Not Applicable
The expenditure incurred on Research and Development	Not Applicable

FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no Foreign Exchange Earnings and outgo during the year under review.

Risk Management

Risk management is an integral part of effective corporate governance and plays a critical role in safeguarding the Companys long-term sustainability, resilience and growth. The Company recognises that risks arise from both internal and external factors and may have an impact on its strategic, financial and operational objectives. Accordingly, the Company seeks to maintain an appropriate balance between risk and opportunity while pursuing its business objectives.

The Company has formulated and implemented a Risk Management Policy with the objective of establishing a structured and proactive framework for identifying, assessing, monitoring and mitigating risks associated with its business operations. The Policy is aimed at ensuring sustainable business growth and stability by providing a systematic approach for timely identification and management of material risks.

The Company has established risk management mechanisms covering risk identification and mapping, assessment of risk exposure, evaluation of potential impact, trend analysis and implementation of appropriate mitigation measures. The Management periodically reviews identified risks and takes suitable corrective and preventive measures to minimise their potential adverse impact on the Companys operations and business objectives.

The Board of Directors, through the Audit Committee and the Management, oversees the risk management framework of the Company, including identification and assessment of key risks, monitoring of risk exposure, implementation of mitigation plans and reporting of significant risks.

Risk management forms an integral part of the Companys strategic and operational planning process, enabling the Company to proactively respond to emerging risks and strengthen its ability to achieve its business objectives in a sustainable manner.

Significant and Material Orders Passed by the Regulators

No significant material orders have been passed during the year by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

Vigil Mechanism/ Whistle Blower Policy

Pursuant to the provisions of Sections 177(9) and 177(10) of the Companies Act, 2013, read with the rules made thereunder, the Company has established a Vigil Mechanism / Whistle Blower Policy to provide a structured mechanism for Directors and employees to report concerns relating to unethical behaviour, actual or suspected fraud, misconduct or violation of the Companys Code of Conduct and other applicable policies.

The Vigil Mechanism provides adequate safeguards against victimisation of persons who avail themselves of the mechanism in good faith. It also provides for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases, in accordance with the applicable provisions of law.

The mechanism is intended to provide a neutral, transparent and unbiased platform for Directors and employees to raise genuine concerns in a reasonable and effective manner, without fear of retaliation or reprisal. The Company is committed to ensuring that all concerns raised under the mechanism are dealt with appropriately and in accordance with the applicable policies and procedures.

The policy is disclosed on Companys website at: Microsoft Word - Vigil Mechanism Shri Gang.

During the year under review no personnel has been denied access to the audit committee.

Depository Systems

Your Company has established connectivity with both the depositories, namely National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), enabling shareholders to hold and transact in the securities of the Company in dematerialised form.

In view of the various advantages offered by the depository system, members holding shares in physical form are requested to avail themselves of the facility of dematerialisation of their shareholding with either of the aforesaid depositories. Dematerialisation facilitates ease of transfer and trading of securities, eliminates risks associated with physical certificates and provides greater convenience and security to shareholders.

The Company has appointed M/s. Beetal Financial & Computer Services Private Limited, a Category-I SEBI-registered Registrar and Share Transfer Agent (RTA), as its Registrar and Share Transfer Agent for handling the share registry and related matters pertaining to the Companys securities held in both physical and electronic form.

Listing of Shares

The Companys shares are listed on the below mentioned Stock Exchange: - BSE Limited (BSE)

Phiroze Jeejeebhoy Towers,

25th Floor, Dalal Street, Mumbai - 400 001

Borrowings from Directors

Pursuant to Rule 2(1)(c) of Companies (Acceptance of Deposits) Rules, 2014, it is stated that during the year under review, the Company has not taken any loan from Directors of the Company.

Particulars of Managerial Remuneration and Employees

1. Disclosure in terms of Rule 5 (1) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: -

i. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary in the financial year:

Sr. Name of Director No.	Ratio to median Remuneration	% increase in remuneration in the financial year
1. Executive Directors
a. Mr. Arun Kumar Sharma	6.64:1	--
2. Non-Executive Directors
a. Mr. Vyom Goel	--	--
b. Ms. Seema Sharma	--	--
c. Mr. Vishal Singh
d. Mr. Sanjay Kumar Jain	--	--
e. Mr. Vivek Singh Khichar
3. Chief Financial Officer
Mr. Mayank Gupta	--	--
4. Company Secretary
a. Ms. Kanishka Jain	--	23.53%

ii. The percentage increase in remuneration in the median remuneration of employee in the financial year: 18.73%

iii. The number of permanent employees on the rolls of the Company at the end of the Financial Year: 214 .

iv. Average Percentile Increase already made in the Salaries of Employees other than the Managerial Personnel in the last Financial Year and its Comparison with the Percentile Increase in the Managerial Remuneration:

Percentage increase in the managerial remuneration for the year : NIL

Percentage increase in salaries of Employees other than the Managerial Personnel : 18.73%

v. Affirmation that the remuneration is as per the remuneration policy of the Company: The Company affirms remuneration is as per the remuneration policy of the Company.

2. Disclosure in terms of Rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014: There was no employee who has drawn salary as mentioned in the aforesaid rule.

Industrial Relations

The Industrial Relations have continued to be stable and harmonious during the course of the year.

Disclosure under Secretarial Standard

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to Meetings of the Board of Directors and General Meetings, respectively, have been duly followed by the Company.

Disclosure under Sexual Harassment of Women at Workplace (Prevention. Prohibition and Redressal) Act- 2013)

The Company has a zero-tolerance approach towards sexual harassment at the workplace and is committed to protecting the dignity, safety and well-being of all its employees. The Company strives to provide a safe, inclusive and respectful working environment free from discrimination, intimidation, harassment and abuse.

In accordance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the rules made thereunder, the Company has adopted a Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace to ensure a healthy and secure working environment free from sexual harassment, gender bias and prejudice.

The Company has constituted an Internal Complaints Committee (ICC) in accordance with the applicable provisions of the POSH Act to inquire into and redress complaints relating to sexual harassment at the workplace.

During the year under review, the Company did not receive any complaint relating to sexual harassment. The details of complaints received and disposed of during the year are as follows:

Particulars	Status of Complaints received and disposed off
Number of complaints on sexual harassment received	Nil
Number of complaints disposed off during the year	Nil
Number of cases pending for more than ninety days	Nil
Nature of action taken by the employer or district office	Nil

The Company is committed to providing a healthy environment for all its employees conducive to work without the fear of prejudice and gender bias.

Declaration under Maternity Benefit Act. 1961

Pursuant to the provisions of the Maternity Benefit Act, 1961, as amended from time to time, the Company confirms that, during the financial year ended March 31, 2026, there were no instances wherein any woman employee of the Company availed or applied for maternity benefits under the applicable provisions of the Act, including maternity leave, medical bonus, nursing breaks or creche facility.

Accordingly, no maternity benefit was availed or claimed by any woman employee during the reporting period and, consequently, the aforesaid provisions did not give rise to any specific compliance or benefit disbursement during the year under review.

The Company remains committed to promoting gender diversity and providing a safe, supportive and inclusive workplace for women employees. The Company endeavours to ensure compliance with all applicable labour and social welfare legislations and to uphold the rights, dignity and welfare of its employees.

Deviations) or Variations) in the use of proceeds of Preferential Issue. if any

During the year under review, there were no deviation(s) or variation(s) in the utilisation of proceeds from the allotment of 13,13,131 Compulsorily Convertible Preference Shares (CCPS), as the said CCPS were issued pursuant to conversion of outstanding loan into equity-linked securities and, accordingly, no fresh funds were received by the Company against such allotment.

Further, there were no deviation(s) or variation(s) in the utilisation of proceeds from the allotment of 7,50,000 Fully Convertible Warrants, and the 25% proceeds which were received thereof were utilised in accordance with the objects of the preferential issue and the applicable regulatory requirements.

Accordingly, there was no deviation or variation in the utilisation of funds raised through the aforesaid preferential issue during the year under review.

General

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

No application has been made or proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016 during the year.

No Director has received any remuneration/commission from holding/subsidiary Company.

There are no details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.

During the year under review, there were no pecuniary transactions with any non-executive Director of the Company.

Acknowledgement

It is our strong belief that caring for our business constituents has ensured our success in the past and will do so in future. The Board acknowledges with gratitude the co-operation and assistance provided to your company by the government as well as Non-Government agencies. The Board wishes to place on record its appreciation to the contribution made by employees of the company during the year under review. Your directors gives their sincere gratitude to the customers, clients, vendors and other business associates for their continued support to the Company. Your Directors also place on record their deep sense of appreciation for the devoted services rendered by all the employees of the company and for the continued co-operation & support received from shareholders of the Company.

For Shri Gang Industries and Allied Products Limited

	Sanjay Kumar Jain
Date: August 31, 2026	Chairperson (Director)
Place: New Delhi	DIN:01014176