Shri Techtex Ltd Directors Report

For the Financial Year ended 31st March 2026

Dear Members,

The Board of Directors is pleased to present the 8^th Annual Report of the Company, along with the Audited Financial Statements for the Financial Year ended 31st March 2026, outlining the performance, key developments, and strategic initiatives undertaken by the Company during the year under review.

1. FINANCIAL HIGHLIGHTS

Your Companys financial highlights for the year ended March 31, 2026, are as follows:

(All amounts in Rs Lakh)

Particulars	Year Ended 31.03.2026	Year Ended 31.03.2025
Operational Income	8,412.82	8,267.03
Other Income	552.49	410.28
Total Income	8,965.31	8,677.31
Profit before Depreciation, Finance Costs, Exceptional Items and Tax Expense	2,870.36	2,504.23
Less: Depreciation	239.30	228.95
Profit before Finance Costs, Exceptional Items and Tax Expense	2,631.06	2,275.28
Less: Finance Cost	50.22	284.88
Profit before Exceptional Items and Tax Expense	2,580.84	1,990.40
Less: Exceptional Items	-	-
Profit/(Loss) before Tax	2,580.84	1,990.40
- Current Tax Provision	613.65	456.96
- Short/(Excess) Provision of Tax for Earlier Years	-	18.31
Deferred Tax Provision	38.58	48.10
Profit/(Loss) for the Year	1,928.61	1,467.03

The financial statements of the Company have been prepared in accordance with the applicable provisions of the Companies Act, 2013 and the Indian Accounting Standards (Ind AS) as prescribed under Section 133 of the Act, read with relevant rules.

2. OPERATIONS

Total Income

During the financial year ended March 31, 2026, the Companys total income stood at Rs 8,965.31 Lakhs, as against Rs 8,677.31 Lakhs in the previous financial year ended March 31, 2025, registering an increase of 3.32%.

Profit Before Tax

The Companys Profit Before Tax for the financial year ended March 31, 2026, was Rs 2,580.84 Lakhs, as compared to Rs 1,990.40 Lakhs in the previous financial year, reflecting an increase of 29.66%.

Profit After Tax

The Companys Profit After Tax for the financial year ended March 31, 2026, amounted to Rs 1,928.61 Lakhs, as against Rs 1,467.03 Lakhs in the previous financial year, representing an increase of 31.46%.

Earnings per Share

The Companys Earnings per Share (EPS) for the financial year 2025-26 stood at Rs 7.73, as compared to Rs 5.88 for the financial year 2024-25.

3. DIVIDEND

Pursuant to Section 134(3) of the Companies Act, 2013 read with Secretarial Standard (SS-4), the Board of Directors, after considering holistically the relevant circumstances and current financial position of the Company, has decided that it would be prudent not to recommend any dividend for the year under review.

4. TRANSFER TO RESERVES

Your Board does not propose to transfer any amount to any reserves of the Company for the year under review.

5. CHANGE IN NATURE OF BUSINESS

There was no change in the nature of business of the Company during the financial year ended March 31, 2026.

6. NUMBER OF BOARD MEETINGS

During the financial year 2025-26, your Company held 6 (Six) meetings of the Board of Directors as per Section 173 of the Companies Act, 2013. The provisions of the Companies Act, 2013 relating to the maximum time gap between two meetings were duly adhered to, details whereof are given below:

Sr. No.	Name of Director	Category & Designation (as on 31.03.2026)	Date of Appointment	No. of Meetings held during tenure	No. of Meetings attended	Attendance at previous AGM (25/09/2025)
1.	Shradha Hanskumar Agarwal (DIN: 02195281)	Chairperson & Managing Director	08/09/2018	6	6	Yes
2.	Hanskumar Ramakant Agarwal (DIN: 00013290)	Executive Director	21/11/2022	6	6	Yes
3.	Vikas Shrikishan Agarwal (DIN: 03585140)	Non-Executive Director	08/09/2018	6	6	Yes
4.	Anup Gopalka (DIN: 01114195)	Non-Executive - Independent Director	03/01/2023	6	6	Yes
5.	Biren Umesh Shah (DIN: 11177965) (Appointed w.e.f. 10.07.2025)	Non-Executive - Independent Director	10/07/2025	4	4	N.A.

7. SEPARATE MEETING OF INDEPENDENT DIRECTORS

During the year, 1 (One) meeting of Independent Directors was held without the presence of Executive Directors or Management Personnel, on January 06, 2026, inter alia to:

- Review the performance of the Non-Independent Directors and the Board as a whole;

- Review the performance of the Chairman of the Company/Board, taking into account the views of executive directors and non-executive directors; and

- Assess the quality, quantity and timeliness of the flow of information between the Companys management and the Board of Directors, necessary for the Board to effectively and reasonably perform its duties.

Mr. Anup Gopalka was unanimously elected as Chairman of the meeting, and all Independent Directors were present. The Independent Directors also discussed matters pertaining to the Companys affairs and the functioning of the Board.

Extra-Ordinary General Meeting (EGM)

During the year under review, no Extraordinary General Meeting was convened.

Postal Ballot

During the year under review, the Company did not pass any resolution by postal ballot.

8. ANNUAL RETURN

As required under the provisions of Section 134(3) (a) and Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), the Annual Return in Form No. MGT-7 is placed on the website of the Company at www.shritechtex.com/investor- relations/disclosures-under-reaulation-46.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review, as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section forming part of this Annual Report as ANNEXURE - A.

10. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The CSR policy of the Company is based on the concept of giving back to the society from which it draws its resources. The Companys CSR Committee monitors the implementation of the CSR policy and ensures that the CSR activities undertaken are in line with the relevant Schedule of the Act. The CSR Policy is available on the Companys website at https://www.shritechtex.com/investor- relations/disclosures-under-regulation-46.

The brief outline of the CSR Policy and the CSR activities undertaken during the year under review, together with relevant details, are set out in ANNEXURE - B, which forms part of this Board Report.

11. AUDITORS

Statutory A uditors

M/s. Jain K S and Associates, Chartered Accountants (ICAI Firm Registration No. 160810W), were appointed as the Statutory Auditors of the Company by the Members at the 7th (Seventh) Annual

General Meeting (AGM) held on 25th September 2025, to hold office up to the conclusion of the 12th Annual General Meeting to be held in the year 2030. They have confirmed that they are not disqualified from continuing as Statutory Auditors of the Company.

The Auditors Report on the Financial Statements of the Company for the financial year 2025-26, issued with an unmodified opinion, is disclosed in the Financial Statements forming part of this Annual Report and does not contain any qualification, reservation or adverse remark.

The Company has received written consent and a certificate from M/s. Jain K S and Associates, Chartered Accountants, Ahmedabad (FRN: 160810W), confirming that they satisfy the criteria under Section 141 of the Act and that their appointment, if made, shall be in accordance with the applicable provisions of the Act and rules framed thereunder. As required under the Listing Regulations, the Auditors have also confirmed that they hold a valid Peer Review certificate issued by the Institute of Chartered Accountants of India.

Internal Auditor

In terms of Section 138 of the Companies Act, 2013 and the rules made thereunder, Ms. Shakshi Shah, Chartered Accountant, was appointed as Internal Auditor of the Company to undertake the Internal Audit for Financial Year 2025-26. During the year, the Company continued to implement her suggestions and recommendations to improve the control environment. Her scope of work included review of processes for safeguarding Company assets, review of operational efficiency and effectiveness of systems and processes, and assessment of internal control strengths across all areas.

With her expertise and experience, Ms. Shakshi Shah plays a crucial role in evaluating and improving the Companys internal financial processes and systems. No instance of fraud has been reported by the Internal Auditor.

Secretarial A uditor

In terms of Section 204 of the Companies Act, 2013 and the rules made thereunder, M/s Nirav Shah & Associates, Company Secretaries (COP: 27102), was appointed as Secretarial Auditor of the Company to undertake the Secretarial Audit for Financial Year 2025-26. The report issued by the Secretarial Auditor is enclosed as ANNEXURE - C.

There were no qualifications, reservations, adverse remarks or disclaimers made by the Secretarial Auditor in its report.

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

The information on conservation of energy, technology absorption, and foreign exchange earnings and outgo in terms of Section 134(3) (m) of the Companies Act, 2013, read with the relevant rules, is annexed herewith as ANNEXURE - D and forms an integral part of this report.

13. RELATED PARTY TRANSACTIONS

All related party transactions entered into during the financial year were in the ordinary course of business and conducted on an arms length basis, in line with the Companys Policy on Related Party Transactions. These transactions were placed before the Board of Directors and the Audit Committee for review and approval, wherever required, at the beginning of the financial year. A statement of all Related Party transactions, specifying the nature and value of transactions, was placed before the Audit Committee for its review on a quarterly basis.

Pursuant to Section 134(3) (h) of the Act, a statement showing particulars of contracts and arrangements with related parties under Section 188(1) of the Act, in the prescribed Form AOC-2, is annexed to this Board Report as ANNEXURE - E.

The related party disclosures specified in Para A of Schedule V read with Regulation 34(3) of the SEBI Listing Regulations are set out in the Financial Statements forming part of the Annual Report. The Company, in terms of Regulation 23 of the SEBI Listing Regulations, submits disclosures of related party transactions to the stock exchanges within the stipulated time from the date of publication of its half-yearly financial results, in the format specified under the relevant accounting standards and SEBI.

14. DETAILS OF SUBSIDIARY, JOINT VENTURE OR ASSOCIATE COMPANY

The Company does not have any subsidiary, associate or joint venture company as per the provisions of the Companies Act, 2013, for the financial year 2025-26, and hence no particulars are required to be mentioned in Form AOC-1.

15. DIRECTORS AND KEY MANAGERIAL PERSONNEL AND COMPOSITION OF BOARD

As of March 31, 2026, the Companys Board comprised five (5) members, including two (2) Executive Directors, one (1) Non-Executive Director and two (2) Independent Directors. Since the Company is listed on the NSE SME exchange, it is exempt from the corporate governance provisions specified under Regulation 17 of the Listing Regulations, in terms of Regulation 15(2)(b). Accordingly, the governance of the Companys Board composition is governed by the Companies Act, 2013, and other applicable laws, including any amendments or re-enactments thereof.

The Companys Board of Directors is dedicated to guiding the organisation towards long-term success by setting strategies, assigning responsibilities and providing overall direction to the business. The Board prioritises effective risk management and maintains a high standard of governance to ensure the Companys sustainable growth and development.

Other Confirmations

- All the Directors of the Company have confirmed that they are not disqualified from being appointed as Directors in terms of Section 164 of the Act.

- The Company has received necessary declarations from each of the Independent Directors under Section 149(7) of the Act, confirming that they meet the criteria of independence laid down in Section 149(6) of the Act and Regulations 16(1) (b) & 25 of the Listing Regulations. In the opinion of the Board, and as confirmed by these Directors, they fulfil the conditions specified under Section 149 of the Act and the rules made thereunder as to their status as Independent Directors of the Company.

Key Managerial Personnel

Following are the Key Managerial Personnel of the Company in terms of Section 203 of the Act, as on

March 31, 2026:

Sr. No.	Name	Designation
1.	Mrs. Shradha Hanskumar Agarwal*	Managing Director and Chief Financial Officer
2.	Ms. Anjali Dhamecha**	Company Secretary

* Mrs. Shradha Hanskumar Agarwal was redesignated from Managing Director to Managing Director and Chief Financial Officer of the Company with effect from July 10, 2025, following the resignation of Mr. Ashish Ashok Bhaiya as Chief Financial Officer with effect from July 9,2025.

** Ms. Anjali Dhamecha was appointed as Company Secretary and Compliance Officer with effect from June 04, 2026, in place of Mr. Hardik Mathur who resigned with effect from March 23,2026.

16. DIRECTORS RESPONSIBILITY STATEMENT

In terms of Section 134(3) (c) of the Act, in relation to the financial statements of the Company for the year ended March 31, 2026, the Board of Directors states that:

(a) in the preparation of the annual accounts for the financial year ended March 31, 2026, the applicable accounting standards have been followed and there is no material departure from the same;

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

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

(d) the directors have prepared the annual accounts for the financial year ended March 31, 2026, on a going concern basis;

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

(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws, and that such systems were adequate and operating effectively.

17. COMMITTEES OF THE BOARD

The Board of Directors has various committees that focus on specific areas and make informed decisions within their delegated authority. These committees also provide recommendations to the Board on matters within their purview, and all decisions and recommendations made by the committees are presented to the Board for information or approval. The committees play a crucial role in managing the day-to-day affairs and governance structure of the Company.

The Board of Directors has, in accordance with Sections 177, 178 and 135 of the Companies Act, 2013, constituted the following committees:

Audit Committee

The Audit Committee is constituted in line with the provisions of Regulation 18 of the SEBI Listing Regulations and Section 177 of the Act. The members of the Audit Committee are financially literate and have expertise in accounting and financial management.

During the year under review, 4 (Four) meetings of the Audit Committee were held, on May 29, 2025, September 03, 2025, November 13, 2025, and January 06, 2026. The composition and attendance of members are as follows:

Sr. No.	Name of Member	Position	Date of Appointment	Meetings held during tenure	Meetings attended
1.	Mr. Anup Mahendra Gopalka (Independent Director)**	Chairperson	03-01-2023	4	4
2.	Mr. Biren Umesh Shah (Independent Director) *	Member	10-07-2025	3	3
3.	Mrs. Shradha Hanskumar Agarwal (Managing Director and CFO)	Member	03-01-2023	4	4

* Mr. Biren Umesh Shah was appointed as an Additional Independent Director of the Company w.e.f. July 10,2025, and was inducted as a Member of the Audit Committee w.e.f. the same date following cessation of Mr. Vimalkumar Mishrilal Shah (Former Chairperson). His appointment as an Independent Director was subsequently regularised by the Members at the AGM held on September 25,2025

**Consequent upon the resignation of Mr. Vimalkumar Mishrilal Shah, the Audit Committee was reconstituted and Mr. Anup Mahendra Gopalka was designated as Chairman of the Committee.

The Statutory Auditor, Internal Auditor and Chief Financial Officer also attend the meetings as invitees, whenever required, to address concerns raised by the Committee members. The Company Secretary is in attendance at these meetings.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee of the Board is constituted in line with the provisions of Regulation 19 of the SEBI Listing Regulations and Section 178 of the Act.

During the year under review, 2 (Two) meetings were held, on July 9, 2025, and September 3, 2025. The composition and attendance of members are as follows:

Sr. No.	Name of Member	Position	Date of Appointment	Meetings held during tenure	Meetings attended
1.	Mr. Anup Mahendra Gopalka (Independent Director) **	Chairperson	03-01-2023	2	2
2.	Mr. Biren Umesh Shah (Independent Director) **	Member	10-07-2025	1	1
3.	Mr. Vikas Shrikishan Agarwal (Non-Executive Director)	Member	03-01-2023	2	2

* Mr. Biren Umesh Shah was appointed as an Additional Independent Director of the Company w.e.f. July 10, 2025, and was inducted as a Member of the Nomination and Remuneration Committee w.e.f. the same date following cessation of Mr. Vimalkumar Mishrilal Shah (Former Chairperson). His appointment as an Independent Director was subsequently regularised by the Members at the AGM held on September 25,2025.

** Consequent upon the resignation of Mr. Vimalkumar Mishrilal Shah, the Nomination and Remuneration Committee was reconstituted and Mr. Anup Mahendra Gopalka was designated as Chairman of the Committee.

Stakeholders Relationship Committee

Pursuant to Section 178 of the Act read with Regulation 20 of the SEBI Listing Regulations, the Board has constituted the Stakeholders Relationship Committee to ensure timely and best services to shareholders and to supervise the performance of the Registrar and Share Transfer Agent (RTA).

During the year under review, 1 (One) meeting of the Stakeholders Relationship Committee was held, on January 06, 2026. The composition and attendance of members are as follows:

Sr. No.	Name of Member	Position	Date of Appointment	Meetings held during tenure	Meetings attended
1.	Mr. Vikas Shrikishan Agarwal (Non-Executive Director)	Chairperson	03-01-2023	1	1
2.	Mr. Anup Mahendra Gopalka (Independent Director)	Member	03-01-2023	1	1
3.	Mrs. Shradha Hanskumar Agarwal (Managing Director and CFO)*	Member	10-07-2025	1	1

*Mrs. Shradha Hanskumar Agarwal (Managing Director and CFO) was inducted as a Member of the Stakeholders Relationship Committee consequent upon the resignation of Mr. Vimalkumar Mishrilal Shah (former member) as a Director of the Company w.e.f. July 10,2025.

Corporate Social Responsibility Committee

The Board has constituted a Corporate Social Responsibility Committee, the terms of reference of which are in conformity with Section 135 read with Schedule VII of the Act and the rules framed thereunder.

During the year under review, 1 (One) CSR Committee meeting was held, on November 13, 2025. The composition and attendance of members are as follows:

Sr. No.	Name of Member	Position	Date of Appointment	Meetings held during tenure	Meetings attended
1.	Mrs. Shradha Hanskumar Agarwal (Managing Director)	Chairperson	03-01-2023	1	1
2.	Mr. Hanskumar Ramakant Agarwal (Executive Director)	Member	03-01-2023	1	1
3.	Mr. Biren Umesh Shah (Independent Director)*	Member	10-07-2025	1	1

* Mr. Biren Umesh Shah was appointed as an Additional Independent Director of the Company w.e.f. July 10, 2025, and was inducted as a Member of the CSR Committee w.e.f. the same date following cessation of Mr. Vimalkumar Mishrilal Shah (Former member). His appointment as an Independent Director was subsequently regularised by the Members at the AGM held on September 25,2025.

18. ANNUAL EVALUATION

Pursuant to Section 178(2) of the Companies Act, 2013 and Regulation 17(10) of the Listing Regulations, the Nomination and Remuneration Committee/Board has carried out an evaluation of

the performance of the Board, its Committees and Independent Directors. A structured feedback form was prepared after considering inputs received from the Directors, covering board composition, flow of board process, information and functioning, establishment and determination of responsibilities of Committees, and the quality of the relationship between the Board and management. The performance of individual Directors and the Board Chairman was also evaluated in terms of attendance, contribution at meetings, and circulation of sufficient documents to Directors and timely availability of the agenda, among other criteria. Further, pursuant to Schedule IV of the Companies Act, 2013, the performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated.

19. DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The details of remuneration of Directors, Key Managerial Personnel and particulars of employees, together with other information required under Section 197(12) of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are set out in ANNEXURE - F, which forms part of this Board Report.

20. NOMINATION AND REMUNERATION POLICY

In pursuance of the Companys policy to consider human resources as its invaluable assets, to pay equitable remuneration to all Directors, Key Managerial Personnel (KMP) and employees, and to harmonise the aspirations of human resources with the goals of the Company, and in terms of the provisions of the Companies Act, 2013, the policy on nomination and remuneration of Directors, Key Managerial Personnel and Senior Management has been formulated by the Nomination and Remuneration Committee and approved by the Board of Directors.

The policy is available on the Companys website at www.shritechtex.com/investor- relations/disclosures-under-reaulation-46.

21. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has an adequate system of internal controls in place, with documented policies and procedures covering all financial and operating functions. These controls are designed to provide reasonable assurance with regard to the maintenance of proper accounting controls, reliability of financial reporting, monitoring of operations, and protection of assets from unauthorised use or losses, and compliance with regulations. The Company continues its efforts to align its processes and controls with global best practices, which are reviewed periodically to ensure relevance and comprehensiveness, with compliance ingrained into the management review process.

The Company believes that every employee has a role to play in fostering an environment in which compliance with regulations and ethical behaviour are accorded due importance.

22. VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177(9) & (10) of the Act and Regulation 22 of the SEBI Listing Regulations read with applicable law, the Company has formed a Vigil Mechanism/Whistle Blower Policy, enabling employees and directors to safely and confidentially report concerns about workplace issues that negatively affect their work environment. The Policy enables directors, employees and other persons to report concerns about unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct or ethics policy, and leak or suspected leak of unpublished price sensitive information. During the year under review, no complaints were received under this mechanism, nor was any employee denied access to the Audit Committee.

Details of this mechanism may be accessed on the Companys website at www.shritechtex.com/investor-relations.

23. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Since the Company has not declared any dividend in the previous year, there is no unpaid or unclaimed dividend for transfer. Hence, the provisions of Section 125 of the Companies Act, 2013 do not apply to the Company.

24. ACCEPTANCE OF PUBLIC DEPOSITS

During the financial year 2025-26, the Company has not accepted any deposits from the public falling within the purview of Section 73 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014. Accordingly, the requirement for furnishing details of deposits, and deposits not in compliance with Chapter V of the Act, under Rule 8(5)(v) of the Companies (Accounts) Rules, 2014 is not applicable.

25. COMPLIANCE WITH CODE OF CONDUCT

The Annual Report includes a declaration by the Managing Director confirming that all Directors and Senior Management Personnel adhered to the Companys Code of Conduct during the FY 2025-2026. This declaration is required by Schedule V of the Securities and Exchange Board of Indias Listing Obligations and Disclosure Requirements Regulations 2015.

26. CODE FOR PREVENTION OF INSIDER TRADING

Pursuant to Regulations 8 & 9 of the SEBI (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors has formulated and implemented a comprehensive Code of Fair Disclosure of Unpublished Price Sensitive Information and Code of Conduct for Prevention of Insider Trading for regulating, monitoring and reporting trading by Designated Persons of the Company. The Code exemplifies the spirit of good ethics and governance and applies to Promoters, Promoter Group, Key Managerial Personnel, Directors, Senior Management and other employees in fiduciary relationships who have access to unpublished price sensitive information. The Code lays down guidelines advising Designated Personnel on procedures to be followed and disclosures to be made while dealing in the securities of the Company.

The Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct.

27. SHARE CAPITAL

During the year under review, the Company has not altered or modified its authorised share capital and has not issued any shares, including equity shares with differential rights as to dividend, voting or otherwise. The Company has not issued any sweat equity shares to its directors or employees. Further, as on March 31, 2026, none of the Directors of the Company hold instruments convertible into equity shares of the Company.

Accordingly, the Equity Share Capital of the Company as of March 31, 2026, is as under:

Type of Capital	No. of Shares	Face Value (Rs)	Total Share Capital (Rs)
Authorised Share Capital	2,50,00,000 (Two Crore Fifty Lakhs)	10 (Ten)	25,00,00,000 (Twenty-Five Crore)
Issued, Paid-up and Subscribed Capital	2,49,50,000 (Two Crore Forty-Nine Lakhs Fifty Thousand)	10 (Ten)	24,95,00,000 (Twenty-Four Crore Ninety-Five Lakhs)

28. INITIAL PUBLIC OFFER AND UTILISATION OF PROCEEDS

The Company had raised funds through an Initial Public Offer on August 3, 2023, by issuing 74,00,000 equity shares to the public at a price of Rs 61 per share, aggregating to Rs 4,514.00 Lakhs. The details of the proceeds of the Fresh Issue are set out below:

Particulars	Amount (Rs in Lakhs)
Gross Proceeds of the Issue	4,514.00
Less: Issue-related Expenses	364.48
Net Issue Proceeds	4,149.52

Utilisation of Gross Issue Proceeds in Lakhs):

No. Object of the Issue	Amount to be Utilised	Utilised up to 31.03.2026	Balance*
1. Construction of Factory Shed	371.25	371.25	-
2. Purchase of Machineries	630.83	630.83	-
3. *Commissioning of Solar Plant	489.70	428.64	61.06
4. To Meet Working Capital Requirements	1,531.46	1,531.46	-
5. General Corporate Purpose	1,126.28	1,126.28	-
6. Public Issue Related Expenses	364.48	364.48	-
Total IPO Proceeds	4,514.00	4,452.94	61.06

The Company has made an advance payment to the vendor towards the implementation of the proposed solar plant. The installation of the solar plant is yet to commence.

* The unutilised amount of Rs 61.06 Lakhs is being kept separately in a Fixed Deposit account.

29. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186

Details of loans granted, investments undertaken, and guarantees extended and securities furnished, along with the specified utilisation purposes by the beneficiaries, if any, are comprehensively outlined in the notes accompanying the Financial Statements, which form an integral part of this Annual Report.

30. RISK MANAGEMENT POLICY

The Company has a well laid out Risk Management Policy which periodically assesses the threats and opportunities that impact the objectives set for the Company as a whole. The policy provides for categorisation of risks into threats and their causes, impact, treatment and control measures, and is available on the Companys website at www.shritechtex.com/investor-relations/disclosures-under- reaulation-46.

The Audit Committee also reviews the adequacy of the risk management framework of the Company, the key risks associated with the business, and the measures and steps in place to minimise the same. As part of the Risk Management Policy, relevant parameters for protection of the environment, safety of operations and health of people at work, especially those in the food value chain, are monitored regularly. Discussion on risks and concerns is covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

31. STATEMENT OF DEVIATION(S) OR VARIATION

As per the report submitted to the National Stock Exchange on 16.05.2026, there is no deviation or variation observed in the utilisation of funds raised.

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

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

33. DETAILS OF APPLICATION MADE OR PROCEEDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the year under review, the Company has neither made any application, nor were any proceedings initiated or pending against the Company, under the Insolvency and Bankruptcy Code, 2016.

34. PREVENTION OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company is committed to creating a safe and healthy work environment where every employee is treated with respect and is able to work without fear of discrimination, prejudice, gender bias or any form of harassment. The Company has in place a policy on prevention, prohibition and redressal of sexual harassment at the workplace, and has complied with the requirements relating to the constitution of an Internal Complaints Committee in line with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (as amended). During the year under review, no complaints on sexual harassment were received. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

The following is a summary of sexual harassment complaints received and disposed of during the Financial Year ended 2025-26:

Sr No. Particulars	No. of Complaints
1 No. of complaints at the beginning of the year	NIL
2 No. of complaints filed during the financial year ended 2025-26	NIL
3 No. of complaints disposed of during the financial year ended 2025-26	Not Applicable
4 No. of complaints pending as on March 31, 2026	NIL

35. SEBI AND STOCK EXCHANGES INVESTOR GRIEVANCE REDRESSAL SYSTEM

SEBI has launched a centralised web-based complaint redressal system called SCORES to handle investor complaints, through which complaints received from SEBI are addressed promptly. The Company has also made available the Smart ODR Portal for investors to lodge complaints/grievances at https://smartodr.in/loain. The Company had received no complaint from shareholders through SCORES during FY 2025-26.

Particulars	Number
No. of shareholders complaints received during the financial year	-
No. of complaints not resolved to the satisfaction of shareholders	-
No. of pending complaints	-

36. OTHER DISCLOSURES

(i) The Company is in compliance with all mandatory applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

(ii) Maintenance of Cost Records: During Financial Year 2025-26, the Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013.

(iii) Non-applicability of certain Regulations of the SEBI (LODR) Regulations, 2015: As per

Regulation 15 of the SEBI (LODR) Regulations, 2015, compliance with the corporate governance provisions specified in Regulations 17, 17A, 18, 19, 20, 21, 22, 23, 24, 24A, 25, 26, 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46, and Paras C, D and E of Schedule V, is not applicable to the Company. Notwithstanding such non-applicability, the Company has, on a voluntary basis, made certain disclosures in this Report in the interest of transparency and good corporate governance practices.

(iv) Corporate Governance: The Report on Corporate Governance Practices, the Auditors Certificate regarding compliance with the conditions of Corporate Governance, and the certification by the CEO & CFO are not applicable to the Company in terms of Regulation 15(2)(b) of the SEBI (LODR) Regulations, 2015. However, with a view to maintaining transparency and adopting good corporate governance practices, the Company has voluntarily made certain disclosures relating to Corporate Governance in this Report.

(v) Certificate From Practicing Company Secretary:

Although the provisions relating to corporate governance under the SEBI (LODR) Regulations, 2015 are not applicable to the Company, the Company has, on a voluntary basis, obtained a certificate dated Thursday, August 20, 2026 from M/s. Nirav Shah & Associates, Practicing Company Secretary, confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as Directors of the Company by the Securities and Exchange Board of India ("SEBI”), Ministry of Corporate Affairs ("MCA”) or any other statutory authority. The said certificate is enclosed as ANNEXURE-G to this Report.

(vi) CEO/CFO Certification:

Although the provisions relating to CEO/CFO certification under Regulation 17(8) of the SEBI (LODR) Regulations, 2015 are not applicable to the Company, the Company has, on a voluntary basis, obtained a certificate from the Managing Director and Chief Financial Officer and placed the same before the Board of Directors. The said certificate is annexed as ANNEXURE-H to this Report.

(vii) Demat Suspense Account / Unclaimed Suspense Account: During the year under review, there were no shares in the Demat suspense account or unclaimed suspense account required to be reported under Para F of Schedule V of the SEBI (LODR) Regulations, 2015.

(viii) Disclosure of Certain Agreements: All agreements entered into by the Company are in the normal course of business and are not required to be disclosed, as they do not directly, indirectly or potentially impact the management or control of the Company.

(ix) Cautionary Statement: This Annual Report, including the Directors Report and the Management Discussion and Analysis Report, may contain certain statements on the Companys intent, expectations or forecasts that are forward-looking within the meaning of applicable securities laws and regulations. Actual outcomes may differ materially from those expressed herein.

37. ACKNOWLEDGEMENT

The Board of Directors of Shri Techtex Limited extends its heartfelt appreciation to all stakeholders who have contributed to the Companys continued growth and success during the year under review. The Board is especially grateful to its employees for their unwavering dedication, professionalism and alignment with the Companys vision. Their commitment to excellence and tireless efforts across all levels have been pivotal in driving operational resilience and delivering consistent performance. The Board also acknowledges, with sincere gratitude, the support and confidence extended by its shareholders, valued clients, business partners, bankers, distributors, service providers and vendors, whose collaboration has been integral to the Companys progress.

The Board further expresses its appreciation to market intermediaries, financial institutions and other ecosystem partners for their active role in supporting the Companys strategic initiatives and expansion and appreciates every member of the Company for their contribution to the Companys performance and for their superior level of competence, continuous dedication and commitment. The Board deeply values the support received from the Government of India, various State Governments and concerned departments, as well as from financial institutions and banks.

FOR AND ON BEHALF OF THE BOARD

SHRI TECHTEX LIMITED

Sd/-

SHRADHA HANSKUMAR AGARWAL

CHAIRPERSON AND MANAGING DIRECTOR

DIN: 02195281

Date: 20.08.2026

Place: Ahmedabad