Shubhshree Biofuels Energy Ltd Directors Report

To,

The Members of Shubhshree Biofuels Energy Limited

Your directors have pleasure in presenting the 13^th (Thirteenth) Annual Report on the Business, Operations and State of Affairs of Shubhshree Biofuels Energy Limited ("the Company"/ "your Company"/ "Shubhshree") together with the Audited Standalone and Consolidated Financial Statements for the Financial Year ended on March 31, 2026.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE

Your Companys Financial Performance during the Financial Year ended March 31, 2026 as compared to the previous Financial Year, is summarized as below:

(Rupees in Lakhs)

Particulars	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Revenue from operations	20111.05	16,266.05	20183.05	16266.05
Other Income	93.39	63.99	80.50	63.99
Profit/(tess) Before Tax	1152.18	1070.52	1402.94	1069.61
Less: Tax Expenses	296.96	260.68	296.96	260.68
Net Profit/{Los) After Tax	855.22	809.85	1105.98	808.93
Equity Share Capital	524.20	524.20	524.20	524.20
Other Equity [Reserves (Excluding Revaluation Reserve)]	3358.00	2502.77	3555.53	2502.13
Earnings Per Share (of Rs. 10.00 each) (for continuing and discontinued operations):
1. Basic (in Rs.)	16.31	17.56	20.09	17.54
2. Diluted (in Rs.)	16.31	17.56	20.09	17.54

2. STATE OF THE COMPANYS AFFAIRS AND PERFORMANCE

"Shubhshree Biofuels Energy Limited" continues to be a leading player in the biomass energy sector, engaged in the manufacturing and supply of eco-friendly biomass fuels, primarily biomass pellets and briquettes. Shubhshree is Indias only listed company exclusively focused on solid bioenergy. Established in the year 2013, the company has quickly emerged as a first-mover in the biomass fuel space, converting agricultural waste into high-quality pellets and briquettes that serve as a 100% substitute for coal.

With a fully integrated "farm-to-factory" model, Shubhshree ensures complete control over its supply chain, from raw material sourcing to processing and delivery, enabling consistent quality, operational efficiency and

reliable fulfillment. The company operates with robust SOPs and quality systems and boasts an annual production capacity exceeding 5 lakh metric tonnes.

Catering to power plants, large industries, and MNCs across multiple states, Shubhshree offers a clean, cost- effective alternative to fossil fuels. With sustainability and innovation at its core, the company is actively driving Indias transition toward greener energy solutions.

During the financial year 2025-26, the Company demonstrated strong business resilience and sustained growth momentum, supported by its strategic focus on operational excellence, customer satisfaction, and market expansion. The year marked a significant phase of progress, with the Company achieving notable improvements in production efficiency, supply chain optimization, and overall financial performance.

With increasing emphasis on clean and renewable energy, the Company has strengthened its positioning in the biomass fuel segment by aligning its operations with sustainable and environmentally responsible practices. Continuous efforts towards innovation, process improvement, and cost optimization have enabled the Company to enhance its competitiveness and deliver greater value to its stakeholders.

The Company remains committed to contributing towards a greener future by promoting the adoption of biomass-based energy solutions as an alternative to conventional fuels. Its integrated approach, combining manufacturing, sourcing, and distribution has played a key role in expanding its footprint and reinforcing its reputation in the industry.

There has been no change in the nature of business of the Company during the year under review.

Revenue and Profit (Standalone)

During the year under review, your companys operating revenue increased to Rs. 20111.05 Lakhs as against

16.266.05 Lakhs in the previous year. The total expenditure increased to Rs. 19052.26 Lakhs for the current year as against Rs. 15259.52 Lakhs in the previous year. As a result, Companys net profits also increased to Rs. 855.22 Lakhs in the current year as against Rs. 809.84 Lakhs in the previous year.

The Companys overall performance during the Financial Year 2025-26 was robust resulting in improvement in all operational and financial parameters. For more details, please refer to the Management Discussion and Analysis Report (MDAR), forming part of this Report in "Annexure V", which, inter-alia, deals adequately with the operations as well as the current and future outlook of the Company.

Revenue and Profit (Consolidated)

Your companys operating revenue during the year under review amounted to Rs. 20183.05 Lakhs as against Rs.

16266.05 Lakhs in the previous year. The total expenditure increased to Rs. 18860.61 Lakhs for the current year as against Rs. 15260.43 Lakhs in the previous year. As a result, Companys net profits also increased to Rs. 1105.98 Lakhs in the current year as against Rs. Rs. 808.93 Lakhs in the previous year.

3. DETAILS OF UTILISATION OF FUNDS & STATEMENT OF DEVIATION(S) OR VARIATION(S)

Pursuant to Regulation 32 (1) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) there was no deviation/variation in the utilisation of proceeds as mentioned in the objects stated in the Prospectus dated September 12, 2024, in respect of the IPO of the Company.

The proceeds have been utilized in accordance with the stated objects of the issue and within the framework approved by the Board and disclosed to the stakeholders. Further, the necessary filings in compliance with Regulation 32 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been regularly made with the Emerge platform of National Stock Exchange of India Limited (NSE Emerge), along with the submission of half-yearly financial results. The Company remains committed to maintaining the highest standards of transparency, accountability, and regulatory compliance in relation to the utilization of IPO proceeds.

Accordingly, no deviation or variation in the utilization of IPO proceeds was reported during the Financial Year 2025-26.

4. DIVIDEND

In view of the requirement of the profits for strengthening the company, your directors have decided to plough back the profit into the business. Hence, decided that it would be prudent, not to recommend any Dividend for the year under review.

5. RESERVES

The Board of Directors of your Company has not proposed to transfer any amount to the General Reserves of the Company for the year under review.

6. CAPITAL AND DEBT STRUCTURE

• Authorised Share Capital:

During the year, there is no change in the Authorised Share Capital of the Company. The Authorised Share Capital of the Company stood at Rs. 7,00,00,000/- (Rupees Seven Crores Only) divided into 70,00,000 (Seventy Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each as on March 31, 2026.

• Issued, Subscribed and Paid-Up Share Capital:

During the year, there is no change in the Issued, subscribed and Paid-up Share Capital of the Company. The Issued, subscribed and Paid-up Share Capital of the Company stood at Rs. 5,24,20,000/- (Rupees Five Crores Twenty Four Lakhs and Twenty Thousand Only) divided into 52,42,000 (Fifty Two Lakhs and Forty Two Thousand) Equity Shares of Rs. 10/- (Rupees Ten only) each as on March 31, 2026.

During the year, the Company has not issued any equity shares with differential rights, sweat equity shares or bonus shares. The Company has only one class of equity shares with face value of Rs. 10/- (Rupees Ten Only) each, ranking pari passu.

7. DETAILS OF SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES

The Company along with the following Subsidiaries and Wholly Owned Subsidiary is engaged in the business of manufacturing and supply/trading of Biomass fuels which includes biomass pellets and briquettes.

A. SUBSIDIARY COMPANIES

i. Ruralgreen Energy Private Limited

Ruralgreen Energy Private Limited (Subsidiary Company), is a Private Limited company incorporated on January 11, 2025 under the provisions of the Companies Act, 2013 ("Act"), under the CIN U38300CT2025PTC017282, having its registered office in the State of Chhattisgarh. Its main objects inter-alia is Manufacturing of biomass pallets and briquettes.

The business of Subsidiary Company is in line with the main business of the Company.

The Company subscribed 51% of the paid up equity share capital comprising of 5,100 Equity Shares of Rs. 10/- (Rupees Ten Only) each of the Subsidiary company.

During the year under review, the Company made a further investment of Rs. 19,000/- (Rupees Nineteen Thousand Only) by way of acquisition of 1,900 (One Thousand Nine Hundred) equity shares of the Subsidiary company, constituting 19% of its paid up equity Share Capital.

Consequential to the aforesaid investment, the aggregate shareholding of Shubhshree increased to 70% of the paid up equity Share Capital of the subsidiary company.

ii. Ecodensify Solutions Private Limited

Ecodensify Solutions Private Limited (Subsidiary Company), is a Private Limited company incorporated on January 9, 2025 under the provisions of the Act, under the CIN U38300MP2025PTC074222, having its registered office in the State of Madhya Pradesh. Its main objects inter-alia is Manufacturing of biomass pallets and briquettes.

The business of Subsidiary Company is in line with the main business of the Company.

The Company subscribed 51% of the paid up equity share capital comprising of 5,100 Equity Shares of Rs. 10/- (Rupees Ten Only) each of the Subsidiary company.

The Company has the following wholly owned Subsidiary (WOS) Company:

B. WHOLLY OWNED SUBSIDIARY COMPANY

i. Shubhshree Recycling Private Limited

Shubhshree Recycling Private Limited (Wholly Owned Subsidiary Company), is a Private Limited company incorporated on January 15, 2025 under the provisions of the Act, with CIN U38110RJ2025PTC099390, having its registered office in the State of Rajasthan. Its main objects inter-alia is manufacturing of biomass pallets and briquettes.

The business of Wholly Owned Subsidiary Company is in line with the main business of the Company. The Company along with its nominee shareholders subscribed 100% share capital comprising of 10,000 Equity Shares of Rs. 10/- (Rupees Ten Only) each of the Wholly Owned Subsidiary Company.

C. ASSOCIATE ENTITIES

During the financial year under review, the Company has made strategic investments in two Limited Liability Partnerships, namely Agrizen Bioenergy LLP and Biosteam LLP, with a capital contribution of 42.50% and 34.00%, respectively.

These investments are aligned with the Companys long-term vision of strengthening its presence in the biomass and bioenergy value chain. Both LLPs are engaged in activities complementary to the Companys core business of manufacturing and supply of biomass fuels, thereby enabling operational synergies, improved sourcing capabilities and enhanced market reach.

Accordingly, both the aforesaid LLPs are considered as associate entities of the Company, and the investments have been made with the objective of creating long-term value, ensuring supply chain integration, and leveraging growth opportunities in the renewable energy sector.

Details regarding associate entities are stated hereunder:

i. Agrizen Bioenergy LLP

AGRIZEN BIOENERGY LLP, is a LLP incorporated on July 30, 2025 under the provisions of the Limited Liability Partnership Act, 2008 having LLPIN: ACQ-2526. Its main objects inter-alia is Manufacturing of biomass pallets and briquettes.

The Company has invested Rs. 42,500/- (Rupees Forty Two Thousand Five Hundred Only) as partner capital in the LLP. The business of LLP is in line with the main business of the Company.

ii. Biosteam LLP

BIOSTEAM LLP, is a LLP incorporated on December 15, 2025 under the provisions of the Limited Liability Partnership Act, 2008 having LLPIN ACT-5163. Its main objects inter-alia is to provide end-to-end services for Green Fuel Boiler and Thermic Fluid Heater (TFH) operations.

The Company has invested Rs. 34,000/- (Rupees Thirty Four Thousand Only) as partner capital in the LLP.

A statement containing salient features of the Financial Statements of each of the subsidiaries, Wholly Owned Subsidiary Company. and associate entities for the financial year ended March 31, 2026 in the prescribed format Form AOC-1 as required under first proviso to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014 is attached as Annexure I and forms a part of this Annual Report.

In terms of the provisions of Section 136 of the Act read with the Listing Regulations, the Audited Financial Statements, including the Consolidated Financial Statements and the related information of the Company as well as the Audited Financial Statements of each of its subsidiaries, are available on the website of the Company at www.shubhshreebiofuels.co.in.

These documents will also be available for inspection on all working days, during business hours, at the Registered Office of the Company till the date of the Annual General Meeting (AGM).

The particulars of the financial performance of the said subsidiaries and Wholly Owned Subsidiary Company are provided as part of the consolidated financial statement and hence not repeated herein for the sake of brevity.

To comply with the provisions of Regulation 16(1)(c) of Listing Regulations, the Board of Directors of the Company have approved and adopted a Policy for determining material subsidiaries and the same is available on Companys website at the web link https://shubhshreebiofuels.co.in/wp-content/uploads/2025/08/Policy-for-determining-material- subsidiaries.pdf.

There was no company which has ceased to be Companys Subsidiary, associate or joint venture entities during the financial year ended on March 31, 2026.

The Company does not have any joint venture and associate companies during the financial year under review.

8. HIGHLIGHTS OF PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES AND THEIR CONTRIBUTION TO THE OVERALL PERFORMANCE OF THE COMPANY

During the financial year 2025-26, the Company began deriving operational and strategic support from its subsidiary companies, which were incorporated in January 2025. These subsidiaries are gradually contributing towards strengthening the Companys consolidated performance and expanding its presence in the biomass energy sector.

The Company has two subsidiaries, namely Ruralgreen Energy Private Limited (Chhattisgarh), Ecodensify Solutions Private Limited (Madhya Pradesh) and one wholly owned subsidiary namely, Shubhshree Recycling Private Limited (Rajasthan). All subsidiaries are engaged in activities aligned with the Companys core business and have demonstrated satisfactory performance during the year under review. Their operations have supported the Company in enhancing its production capabilities, optimizing supply chain efficiencies, and catering to a broader customer base across key regions. The subsidiaries have contributed positively to the consolidated revenue and overall business growth of the Company. During the year under review, the Company has also made strategic investments in Agrizen Bioenergy LLP and Biosteam LLP, with capital contributions of 42.50% and 34.00%, respectively. These investments are in line with the Companys strategy to expand its footprint across the biomass and bioenergy value chain and to create long-term value through collaboration and integration.

Further details on the performance and financial position of the subsidiaries and associates form part of the Consolidated Financial Statements.

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF FINANCIAL PERIOD AND THE DATE OF REPORT

In pursuance to Section 134(3)(l) of the Act, there was no material changes and commitments affecting financial position of the company between the end of financial period and the date of this report.

10. MATERIAL ORDERS

In pursuance to Rule 8 (5) (vii) of the Companies (Accounts) Rules, 2014, no significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

11. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS

During the year under review, the Company has not given any guarantee or provided security in connection with loan to any other body corporate or person in terms of section 186 of the Act.

Further, the details of loans and advances given by the company and investments made under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 are set out in Note 12, 14, 16 & 20 of the Financial Statements.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The Company has framed a "Related Party Transaction Policy" in accordance with the Act and Listing Regulations. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and its related parties. The policy is also uploaded on website of the Company at www.shubhshreebiofuels.co.in.

During the year under review, all contracts / arrangements / transactions entered into by the Company with Related Parties were done in the ordinary course of business and on an arms length basis and are in compliance with the applicable provisions of the Act and Listing Regulations.

All related party transactions were undertaken after due approval of the Audit Committee, Board of Directors and the shareholders, wherever required. All the Related Party Transactions which are of repetitive in nature and proposed to be entered into during the financial year under review were placed before the Audit Committee for prior omnibus approval. A statement giving details of all Related Party Transactions entered into, as approved, is placed before the Audit Committee for review on periodical basis. None of the transactions with any of the related parties were in conflict with the interest of the Company, rather, these were synchronized and synergized with the Companys operations.

Pursuant to Section 134(3) (h) of the Act, read with the Rule 8(2) of the Companies (Accounts) Rules, 2014, there are no material related party transactions that are required to be reported in form AOC-2. The requisite disclosure has been made under Point No. 31 of the notes to financial statements of financial statements for the financial year ended March 31, 2026.

13. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of Section 135(1) of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company having a net worth of ^500 crore or more, or turnover of ^1,000 crore or more, or a net profit of ^5 crore or more during the immediately preceding financial year is required to comply with the provisions relating to Corporate Social Responsibility ("CSR").

The Company recorded a net profit of ^809.84 lakhs during the Financial Year 2024-25. Accordingly, the provisions of Section 135 of the Act became applicable to the Company with effect from Financial Year 2025-26.

Pursuant to Section 135(5) of the Act, the Board of every company shall ensure that the company spends, in every financial year, at least two per cent of the average net profits of the company made during the three immediately preceding financial years.

Accordingly, the Company was required to spend, during the Financial Year 2025-26, Rs. 12.66 Lakhs on CSR activities in accordance with the provisions of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Further, pursuant to Section 135(9) of the Act, where the amount required to be spent by a company under Section 135(5) does not exceed ^50 lakh, the requirement for constitution of a Corporate Social Responsibility Committee under Section 135(1) is not applicable and the functions of such Committee are required to be discharged by the Board of Directors. Accordingly, the functions of the CSR Committee were discharged by the Board of Directors of the Company during the year under review.

In compliance with the provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has formulated a CSR Policy, which outlines the guiding principles for undertaking CSR initiatives and activities in areas specified under Schedule VII to the Act. The policy is available on the Companys website at the weblink https://shubhshreebiofuels.co.in/wp-content/uploads/2025/09/CSR-Policy.pdf

The CSR initiatives undertaken by the Company are primarily focused on areas such as empowering women, support and contribution to old age homes and elderly care facilities, animal welfare, and making available safe drinking water.

Pursuant to CSR Policy and the Annual Action Plan as approved by the Board, during the Financial Year 2025-26, the Company incurred CSR expenditure of Rs. 13.00 lakh against the prescribed CSR obligation of Rs. 12.66 lakh which is excess of the approved CSR budget. Pursuant to Rule 4(5) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Chief Financial Officer of the Company has certified that the CSR funds disbursed for the projects, have been utilized for the purposes and in the manner as approved by the Board.

The Annual Report on CSR Activities containing the disclosures as required under Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, is annexed to this Report as Annexure - II

14. BOARD MEETINGS

During the Financial Year 2025-26, the Board of Directors of your Company met 6 (Six) times on 27.05.2025, 21.06.2025, 25.08.2025, 13.10.2025, 14.11.2025 and 10.03.2026. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and Secretarial Standard on Meetings of Board of Directors (SS-1) issued by the Institute of Company Secretaries of India. The requisite quorum was present in all the meetings. The attendance of each Director at aforesaid Meetings during the year are as under:

Name of Directors	No. of meetings entitled to attend	No. of meetings attended
Mr. Sagar Agrawal	6	6
Mr. Anurag Agarwal	6	6

Name of Directors

	No. of meetings entitled to attend	No. of meetings attended
Ms. Upasana Srivastava Dattani	6	5
Ms. Aastha Agarwal	6	6
Mr. Vijay Kumar Jain	6	6
Mr. Raiesh Jain	6	6

15. GENERAL BODY MEETINGS

Attendance of Directors at 12^th AGM held on September 30, 2025:

Date of AGM	Mr. Sagar Agrawal	Mr. Anurag Agarwal	Ms. Upasana Srivastava Dattani	Ms. Aastha Agarwal	Mr. Vijay Kumar Jain	Mr. Rajesh Jain
September 30, 2025	Yes	Yes	Yes	Yes	Yes	Yes

16. MEETING OF INDEPENDENT DIRECTORS

A separate Meeting of the Independent Directors of the Company is held every year in terms of the Section 149 (8) read with Schedule IV of the Act. In respect of the financial year 2025-26, the Independent Directors met separately on August 25, 2025 without the presence of Non-Independent Director or representatives of management interalia, to discuss:

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

Review of the performance of the Chairman of the Company taking into account the views of the Executive and Non-Executive Directors.

Assess the quality, quantity and timeliness of flow of information between the management and the Board of directors.

The Independent Directors expressed satisfaction over the performance of Non-Independent Directors, Chairperson and Board of Directors as a whole.

17. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL Board of Directors

The Board of Directors comprises individuals elected to represent the interests of the shareholders and to provide strategic direction to the Company. The Company firmly believes that a proactive, diverse, and well- informed Board is essential for maintaining high standards of corporate governance.

All statutory, material and relevant information is regularly placed before the Board to enable it to effectively discharge its fiduciary responsibilities, while safeguarding the interests of stakeholders and upholding the Companys governance principles.

As on March 31, 2026 and pursuant to the requirements as laid down under the provisions of Section 149 of the Act, the Board is appropriately structured with a balanced mix of Executive and Non-Executive Directors, including Independent Directors, ensuring objectivity and transparency in decision-making.

As on the date of this Annual Report, the Board of Directors of the Company consists of 6 members. The Board consists of Chairman & Managing Director, Whole time Director, 2 (two) Non-executive Directors and 2(two) Independent Directors. The list of Directors and Key Managerial Personnel at the end of the reporting period is as under:

S. No.	Name of Directors	DIN	Designation	Category
1.	Mr. Sagar Agrawal	03209247	Chairman & Managing Director	Promoter
2.	Mr. Anurag Agarwal	03062155	Whole-time Director	Promoter
3.	Ms. Upasana Srivastava Dattani	10371597	Non-executive Director	Promoter
4.	Ms. Aastha Agarwal	07172285	Non-executive Director	Promoter
5.	Mr. Vijay Kumar Jain	02193271	Independent Director	Independent
6.	Mr. Rajesh Jain	06735031	Independent Director	Independent

None of the Directors of the Company are disqualified for being appointed as Director as specified in Section 164(1) & (2) of the Act and Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 and disqualified or debarred from being appointed or continuing Director of the Company by virtue of any SEBI order or any other authority.

Retire by Rotation

In accordance with the provisions of Section 152 of the Act, and the Articles of Association of the Company, Mr. Anurag Agarwal (DIN: 03062155), Whole-time Director of the Company retired and being eligible was reappointed with the approval of shareholders at the previous AGM held on September 30, 2025.

Key Managerial Personnel

Pursuant to the provisions of Section 203 and Section 2(51) of the Act, Mr. Sagar Agrawal, Chairman & Managing Director, Mr. Anurag Agarwal, Whole-time Director, Mr. Jitendera Kumar Kumawat, Chief Financial Officer and Ms. Nidhi Khandelwal, Company Secretary & Compliance Officer are the Key Managerial Personnel of the Company as on March 31, 2026.

Following changes took place during the year under review:

? Mr. Jitendera Kumar Kumawat resigned from the position of Chief Financial Officer ("CFO") and Key Managerial Personnel ("KMP") with effect from the close of business hours on June 21, 2025. The Board placed on record its appreciation for the assistance and guidance provided by Mr. Jitendera Kumar Kumawat during his tenure as CFO of the Company.

? Pursuant to the provision of Sections 2(51), 203 of the Act, read with Rules made thereunder, the Board of Directors, at their meeting held on June 21, 2025, approved the appointment of Mr. Anuj Goyanka, General Manager (Accounts & Finance) and Senior Management Personnel, as CFO and KMP with effect from June 22, 2025.

? Mr. Anuj Goyanka resigned from the position of CFO and KMP with effect from the close of business hours on October 13, 2025. The Board placed on record its appreciation for the assistance and guidance provided by Mr. Anuj Goyanka during his tenure as CFO of the Company.

? Pursuant to the provision of Sections 2(51), 203 of the Act, read with Rules made thereunder, the Board of Directors, at their meeting held on October 13, 2025, approved the appointment of Mr. Jitendera Kumar Kumawat as CFO and KMP with effect from October 14, 2025.

There were no other changes, except as stated above, in the directors/ KMPs of the company that took place during the year under review.

Following changes took place in the Composition of the Board of Directors after the closure of financial year and the date of this Boards Report:

? In accordance with the provisions of Section 152 of the Act, and the Articles of Association of the Company, Ms. Aastha Agarwal (DIN: 07172285), Non-executive Director retires by rotation at the ensuing AGM of the company and being eligible, has offered herself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors have recommended her re-appointment to the members of the Company.

The relevant details as required under Listing Regulations and the Secretarial Standards on General Meeting (SS-2) issued by Institute of Company Secretaires of India (ICSI) are furnished as Annexure 1 to the Notice of AGM, forming part of the Annual Report.

? The Members of the Company at Extra Ordinary General Meeting held on March 15, 2024 had approved the appointment of Mr. Sagar Agrawal (DIN: 03209247) as the Chairman & Managing Director of the Company for a period of three years commencing from March 16, 2024 to March 15, 2027. Based on the recommendation of the Nomination and Remuneration Committee and considering background, experience and contribution to the Company over the past years, the Board, at its meeting held on August 17, 2026 approved re-appointment of Mr. Sagar Agrawal (DIN: 03209247) as Chairman & Managing Director of the Company, for a further period of three years commencing from March 16, 2027 up to March 15, 2030 subject to the approval of the Shareholders in the ensuing Annual General Meeting of the Company.

Members attention is drawn to Item No. 4 of the Notice of 13th AGM for the re-appointment of Mr. Sagar Agrawal as the Chairman & Managing Director of the Company.

? The Members of the Company at Extra Ordinary General Meeting held on March 15, 2024 had approved the appointment of Mr. Anurag Agarwal (DIN: 03062155) as the Whole-time Director of the Company for a period of three years commencing from March 16, 2024 to March 15, 2027. Based on the recommendation of the Nomination and Remuneration Committee and considering background, experience and contribution to the Company over the past years, the Board, at its meeting held on August 17, 2026 approved re-appointment of Mr. Anurag Agarwal (DIN: 03062155) as Whole-time Director of the Company, for a further period of three years commencing from March 16, 2027 up to March 15, 2030 subject to the approval of the Shareholders in the ensuing Annual General Meeting of the Company.

Members attention is drawn to Item No. 5 of the Notice of 13th AGM for the re-appointment of Mr. Anurag Agarwal as the Whole-time Director of the Company.

Although, the aforementioned changes in Directors occurred after the closure of financial year, however, your directors find it prudent to keep their shareholders informed about the said change.

18. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS

All Independent Directors of the Company have given declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act read with the Rules made thereunder, Regulation 16(1)(b) of Listing Regulations. Further, all the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

Based on the confirmation/ disclosures received from the Directors and assessing veracity of disclosures, the Board opined that Independent Directors are independent of the Management of the Company.

The names of Independent Directors are included in Independent Directors data bank maintained with the Indian Institute of Corporate Affairs (IICA) in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended. Further, the Company has received the declarations from all Independent Directors that they have passed the online proficiency exam as required by the Indian Institute of Corporate Affairs (IICA).

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience (including the proficiency) and are persons of high integrity and repute. They fulfill the conditions specified in the Act as well as the Rules made thereunder and are independent of the management. The terms & conditions for the appointment of Independent Directors are given on the website of the Company at www.shubhshreebiofuels.co.in.

19. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

In compliance with the requirements of the Act and Listing Regulations, the Company has put in place a familiarization programme for the Independent Directors to familiarize them with their role, rights, and responsibility as Directors, the working of the Company, nature of the industry in which the Company operates, business model etc. The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company at

https://shubhshreebiofuels.co.in/wp-content/uploads/2024/03/Familiarisation-programme-for- independet-directors.pdf.

20. ANNUAL PERFORMANCE EVALUATION

The Board, the Committees of the Board and Independent Directors continuously strive for efficient functioning of Board and its Committees and better corporate governance practices. Accordingly, in compliance with the provisions of Section 149(8) read with Schedule IV and Section 178(2) of the Act, applicable provisions of the Listing Regulations and the Guidance Note on Board Evaluation issued by SEBI and ICSI, the Company has established a framework for evaluating the performance of the Board, its Committees, the Chairperson, and individual Directors. The evaluation process is designed to assess their effectiveness in carrying out their respective roles and responsibilities and to facilitate continuous improvement in the overall governance and functioning of the Company.

Accordingly, performance evaluation was carried out by the Board, Nomination Remuneration Committee (NRC) and by the Independent Directors through a structured questionnaire prepared separately for the Board, statutory Committees and individual Directors. The Board carried out an annual performance evaluation of its own, individual Directors including Independent Directors (without the presence of the director being evaluated) and its Committees.

The performance of the board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, Meetings of the Board, functions of Board, etc.

The performance of Committees was evaluated by the Board on parameters such as Structure of the Committee and meetings, Independence of the Committee from the Board and whether the Committees recommendations contribute effectively to decisions of the Board.

Performance evaluation of every Director was carried out by Board and Nomination & Remuneration Committee on parameters such as appropriateness of qualification, knowledge, skills and experience, time devoted to Board deliberations and participation in Board functioning, extent of diversity in the knowledge, attendance and participations in the meetings and workings thereof and initiative to maintain high level of integrity & ethics.

Independent Directors performance evaluation was carried out on parameters such as whether person is independent from the entity and the other directors and there is no conflict of interest and whether the person exercises his/ her own judgement and voices opinion freely.

The Directors expressed their satisfaction with the evaluation process. In their separate meeting, the Independent Directors had carried out performance evaluation of Non-Independent Directors and the Board as a whole. The Independent Directors also carried out the performance evaluation of the Chairman, taking into account the views of Executive and Non-Executive Directors.

The Company is pleased to announce that the overall evaluation showed the performance of your board, its committees, and directors as highly satisfactory.

21. AUDITORS AND AUDITORS REPORT STATUTORY AUDITORS

Members of the Company in their 11^th AGM held on September 10, 2024 have appointed M/s Khandelwal Badaya & Co., Chartered Accountants, (Firm Registration No.: 016506C) as Statutory Auditors of the Company to hold office for a period of 5 (five) years from the conclusion of 11^th AGM till the conclusion of 16^th AGM of the Company to be held in the calendar year 2029.

As required under the provisions of Section 139 of the Act, the Company has received a written certificate from the Statutory Auditors to the effect that they confirm with the limits specified in the said Section and that they are not disqualified for appointment within the meaning of Section 141 of the Act. Further, as required under the relevant provisions of Listing Regulations, the Statutory Auditors had also confirmed that they had subjected themselves to the peer review process of the Institute of Chartered Accountants of India ("ICAI") and they hold a valid certificate issued by the Peer Review Board of ICAI.

The Statutory Auditor has issued Audit Reports with unmodified opinion on the Standalone and Consolidated Financial Statements of the Company for the financial year ended March 31, 2026. Further the Statutory Auditors have not reported any frauds under Section 143(12) of the Act. The Notes on the Financial Statements referred to in the Audit Report are self-explanatory and therefore, do not call for any further explanation or comments from the Board.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and Rules made thereunder on the recommendation of Audit Committee, the Board of Directors in their meeting held on August 25, 2025 had approved the appointment of M/s. V. M. & Associates, Company Secretaries, Jaipur (FRN P1984RJ039200) having Peer Review Certificate No.: 5447/2024, as Secretarial Auditors to conduct the secretarial audit of the Company for the Financial Year 2025-26.

The Secretarial Audit Report received in form MR-3 from M/s. V.M. & Associates, Company Secretaries, in respect of the Secretarial Audit of the Company for the financial year ended on March 31, 2026, is enclosed as

Annexure-III to this Report. The Secretarial Auditors have not reported any incident of fraud in the Company for the year under review under section 143(12) of the Companies Act, 2013.

The Qualifications indicated by the Secretarial Auditor of the Company alongwith Managements reply on same is stated as under:

Sr. No. Auditors Qualification	Board of Directors comments/ clarifications
1. The Company, failed to submit the Consolidated Audited Financial Results for the half year ended March 31, 2025 within the prescribed timeline resulting in noncompliance with Regulation 33 of the SEBI Listing Regulations read with SEBI Master Circular HO/49/14/14(7)2025-CFD-POD2/I/3762/20 26 dated January 30, 2026.	The Company promptly rectified the deficiencies and submitted the revised Financial Results. Further, the delay/ non-compliance was inadvertent and unintentional in nature. The management has reiterated the importance of exercising greater diligence and ensuring strict adherence to all applicable regulatory requirements going forward, so as to avoid recurrence of such instances in future.

Further, M/s V. M. & Associates, Company Secretaries, has given the written consent and eligibility certificate to act as Secretarial Auditor of the Company for the Financial 2026-27 and has confirmed that they are eligible to be appointed as a secretarial auditor in the terms of the provisions of the Listing Regulations, the Companies Act, 2013 and the rules made thereunder.

Further, the Board of Directors in their meeting held on August 17, 2026 on the recommendation of Audit Committee, has re-appointed M/s. V.M. & Associates, Company Secretaries as Secretarial Auditors of the Company to carry out Secretarial Audit of the Company for the financial year 2026-27.

INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Act and rules made thereunder, the Board of Directors in their meeting held on January 23, 2025 on recommendation of Audit Committee, appointed M/s Shah Rajesh & Co., Chartered Accountants (FRN: 005959C), as Internal Auditors of the Company for conducting Internal Audit and to submit their reports as required under the provisions of the Act. They have confirmed their eligibility for the said appointment.

Their scope of work includes review of operational efficiency, effectiveness of systems & processes, compliances and assessing the internal control strengths in all areas. Internal Auditors findings are discussed and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

During the financial year 2025-26, no fraud was reported by the Internal Auditor of the Company in their Audit Report.

22. COMMITTEES OF THE BOARD OF DIRECTORS

The following Statutory Committees have been constituted by the Board of Directors of the Company:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders relationship committee

4. Finance Committee

The abovementioned committees are formed in compliance with the provisions of the Companies Act, 2013 and other guidelines.

The Minutes of meeting of all the Committees of the Board are placed before the Board in the next meeting of the Board of Directors for noting.

The details of composition of the said Committee(s), their terms of reference, meetings held and attendance of the Committee members during the financial year 2025-26 are stated hereunder.

22.1 AUDIT COMMITTEE

The Audit Committee is duly constituted in accordance with the provisions of Section 177 of the Act read with Rule 6 of the Companies (Meetings of Board and its Powers) Rules, 2014. It adheres to the terms of reference, prepared in compliance with Section 177 of the Act.

The Audit Committee of the Company is entrusted with the responsibility to supervise the Companys internal controls and financial reporting process. The primary objective of the Committee is to monitor and provide an effective supervision of the managements financial reporting process, to ensure accurate and timely disclosures, with the highest level of transparency, integrity and quality of financial reporting.

a.) Composition:

The Audit Committee comprises of three Directors and is chaired by independent Director. All the members of Audit Committee are financially literate and bring in expertise in the fields of finance, taxation, economics, risk and international finance.

The constitution of Audit Committee is as under:

S.No. Name	Designation
1. Mr. Rajesh Jain	Chairman (Independent Director)
2. Mr. Vijay Kumar Jain	Member (Independent Director)
3. Mr. Anurag Agarwal	Member (Whole-time Director)

The Company Secretary & Compliance officer of the Company acts as Secretary to the Audit Committee.

b.) Meetings:

The minutes of the meetings of the Audit Committee are placed before and noted by the Board. All the recommendations made by the Committee during the year under review were accepted by the Board. The Chairperson of the Committee is an Independent Director and was present at the 12^th AGM of the Company held on September 30, 2025 to address the Shareholders queries. The attendance of the Committee members at the Committee meetings held during the Financial Year 2025-26 are as follows:</sup>

Name of the Committee Members	Category	Attendance of the Committee members at the Committee Meetings
		May 27, 2025	June 21, 2025	August 25, 2025	October 13, 2025	November 14, 2025	March 10, 2026
Mr. Rajesh Jain	Chairman (Independent Director)	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Vijay Kumar Jain	Member (Independent Director)	Yes	Yes	Yes	Yes	Yes	Yes
Mr. Anurag Agarwal	Member (W)hole-time Director)	Yes	Yes	Yes	Yes	Yes	Yes

The Audit Committee acts in accordance with the provisions of Section 177 of the Act, applicable clauses of Listing Regulations and the terms of reference specified by the Board of Directors of the Company.

c.) Role and Powers/Terms of Reference:

The Role of Audit Committee together with its powers pursuant to the Act and applicable provisions of Listing Regulations is as under:

The Audit Committee has following powers:

a) to investigate any activity within its terms of reference;

b) to seek information from any employee;

c) to obtain outside legal or other professional advice;

d) to secure attendance of outsiders with relevant expertise, if it considers necessary as may be prescribed under the Companies Act, 2013 (together with the rules thereunder) and SEBI Listing Regulations; and

e) To have full access to information contained in records of Company.

The role of the Audit Committee interalia includes:

1) Overseeing the Companys financial reporting process and disclosure of its financial information to ensure that its financial statements are correct, sufficient and credible;

2) Recommending to the Board the appointment, re-appointment, replacement, remuneration and terms of appointment of the statutory auditors of the Company;

3) Reviewing and monitoring the statutory auditors independence and performance, and effectiveness of audit process;

4) Approving payments to the statutory auditors for any other services rendered by the statutory auditors;

5) Reviewing, with the management, the annual financial statements and auditors report thereon before submission to the Board for approval, with particular reference to:

a) Matters required to be included in the Directors Responsibility Statement to be included in the Boards report in terms of clause (c) of sub-section 3 of Section 134 of the Companies Act;

b) Changes, if any, in accounting policies and practices and reasons for the same;

c) Major accounting entries involving estimates based on the exercise of judgment by management;

d) Significant adjustments made in the financial statements arising out of audit findings;

e) Compliance with listing and other legal requirements relating to financial statements;

f) Disclosure of any related party transactions; and

g) Qualifications and modified opinions in the draft audit report.

6) Reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to the Board for approval;

7) Reviewing, with the management, the statement of uses/ application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offer document/ prospectus/ notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this matter. This also includes monitoring the use/application of the funds raised through the proposed initial public offer by the Company;

8) Approval or any subsequent modifications of transactions of the Company with related parties and omnibus approval for related party transactions proposed to be entered into by the Company subject to such conditions as may be prescribed;

9) Scrutiny of inter-corporate loans and investments;

10) Valuation of undertakings or assets of the Company, wherever it is necessary;

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

12) Establishing a vigil mechanism for directors and employees to report their genuine concerns or grievances and Reviewing, with the management, the performance of statutory and internal auditors and adequacy of the internal control systems; adequacy of the internal control systems;

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

14) Discussing with internal auditors on any significant findings and follow up thereon;

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

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

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

18) Reviewing the functioning of the whistle blower mechanism;

19) Approving the appointment of the chief financial officer or any other person heading the finance function or discharging that function after assessing the qualifications, experience and background, etc. of the candidate;

20) ensuring that an information system audit of the internal systems and process is conducted at least once in two years to assess operational risks faced by the Company;

21) Reviewing the utilization of loans and/ or advances from/investment by the holding company in any subsidiary exceeding ^1,000 million or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments;

22) Considering and commenting on the rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation etc., on the Company and its shareholders; and;

23) To review the following information:

• Management discussion and analysis of financial condition and results of operations; statement of significant related party transactions (as defined by the audit committee), submitted by management;

management letters / letters of internal control weaknesses issued by the statutory auditors;

internal audit reports relating to internal control weaknesses; and

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

statement of deviations:

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

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

24) Such roles as may be delegated by the Board and/or prescribed under the Companies Act, 2013 and SEBI Listing Regulations or other applicable law.

22.2 NOMINATION AND REMUNERATION COMMITTEE

In compliance with the provisions of Section 178 of the Act read with rules framed thereunder, the Company has constituted the Nomination & Remuneration Committee. It adheres to the terms of reference, prepared in compliance with Section 178 of the Act.

a.) Composition:

The Nomination and Remuneration Committee comprises of three Directors and is chaired by independent Director. The constitution of Nomination and Remuneration Committee is as under:

S.No.	Name	Designation
1.	Mr. Rajesh Jain	Chairman (Independent Director)
2.	Mr. Vijay Kumar Jain	Member (Independent Director)
3.	Ms. Aastha Agarwal	Member (Non-executive Director)

The Company Secretary & Compliance officer of the Company acts as the Secretary to the Nomination and Remuneration Committee.

b.) Meetings:

The minutes of the meetings of the Committee are placed before and noted by the Board. All the recommendations made by the Committee during the year under review were accepted by the Board. The Chairperson of the Committee is an Independent Director and was present at the 12^th AGM of the Company held on September 30, 2025 to address the Shareholders queries. The attendance of the Committee members at the Committee meetings held during the Financial Year 2025-26 are as follows:

Name of the Committee Members	"Category	Attendance of theComnliittee members at the Committee Meetings
		May 27, 2025	June 21, 2025	August 25, 2025	October 13, 2025	March 10, 2026
Mr. Rajesh Jain	Chairman (Independent Director)	Yes	Yes	Yes	Yes	Yes
Mr. Vijay Kumar Jain	Member (Independent Director)	Yes	Yes	Yes	Yes	Yes
Ms. Aastha Agarwal	Member (Non-executive Director)	Yes	Yes	Yes	Yes	Yes

(c) Terms of Reference:

The indicative list of terms of reference of the Nomination and remuneration committee in accordance with Section 178 of the Act and applicable clauses of Listing Regulations are as follows:

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

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

f use the services of external agencies, if required,

f consider candidates from a wide range of backgrounds, having due regard to diversity, and f consider the time commitments of the candidates;

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

4. devising a policy on diversity of our Board;

5. identifying persons, who are qualified to become directors or who may be appointed in senior management in accordance with the criteria laid down, recommending to the Board their appointment and removal and carrying out evaluation of every directors performance;

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

7. recommending remuneration of executive directors and any increase therein from time to time within the limit approved by the members of our Company;

8. recommending remuneration to non-executive directors in the form of sitting fees for attending meetings of the Board and its committees, remuneration for other services, commission on profits;

9. recommending to the Board, all remuneration, in whatever form, payable to senior management;

10. performing such functions as are required to be performed by the compensation committee under the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021, as amended;

11. engaging the services of any consultant/professional or other agency for the purpose of recommending compensation structure/policy;

12. analyzing, monitoring and reviewing various human resource and compensation matters;

13. reviewing and approving compensation strategy from time to time in the context of the then current Indian market in accordance with applicable laws;

14. framing suitable policies and systems to ensure that there is no violation, by an employee of any applicable laws in India or overseas, including:

f The SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended; or

f The SEBI (Prohibition of Fraudulent and Unfair Trade Practices relating to the Securities Market) Regulations, 2003, as amended; and

Performing such other functions as may be delegated by the Board and/or prescribed under the SEBI Listing Regulations, Companies Act, each as amended or other applicable law.

22.3 STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Board has been constituted as per the requirements set out in Section 178(5) of the Act. It adheres to the terms of reference, prepared in compliance with Section 178(5) of the Act.

a.) Composition:

The Stakeholders Relationship Committee comprises of three Directors and is chaired by independent Director. The constitution of Stakeholders Relationship Committee is as under:

S.No.	Name	Designation
1.	Mr. Vijay Kumar Jain	Chairman (Independent Director)
2.	Mr. Sagar Agarwal	Member (Chairman & Managing Director)
3.	Mr. Anurag Agarwal	Member (Whole Time Director)

The Company Secretary & compliance officer of the Company acts as the Secretary to the Stakeholders relationship Committee.

b.) Meetings:

The minutes of the meetings of the Committee are placed before and noted by the Board. All the recommendations made by the Committee during the year under review were accepted by the Board. The Chairperson of the Committee is an Independent Director and was present at the 12^th AGM of the Company held on September 30, 2025 to address the Shareholders queries. The attendance of the Committee members at the Committee meeting held during the Financial Year 2025-26 are as follows:

Name of the Committee Members	Category	Attendance of the Committee members at the Committee Meeting held on March 10, 2026
Mr. Vijay Kumar Jain	Chairman (Non-executive Independent Director)	Yes
Mr. Sagar Agarwal	Member (Chairman & Managing Director)	Yes
Mr. Anurag Agarwal	Member (Whole Time Director)	Yes

(c).Terms of Reference:

The terms of reference of the Stakeholders Relationship Committee is in accordance with the Act and applicable clauses of Listing Regulations are as follows:

1) Consider and resolve grievances of security holders of the Company, including complaints related to transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;

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

3) Review of adherence to the service standards adopted by the Company in respect of various services being rendered by the Registrar and Share Transfer Agent;

4) Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;

5) Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received from shareholders from time to time;

6) To approve, register, refuse to register transfer or transmission of shares and other securities;

7) To issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of the Company;

8) To approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder;

9) To dematerialize or rematerialize the issued shares;

10) Ensure proper and timely attendance and redressal of investor queries and grievances;

11) Carrying out any other functions contained in the Companies Act, 2013 and/or equity listing agreements (if applicable), as and when amended from time to time; and

12) To perform such functions as may be delegated by the Board and to further delegate all or any of its power to any other employee(s), officer(s), representative(s), consultant(s), professional(s), or agent(s).

With reference to Regulation 46 of Listing Regulations the Company has designated exclusive e-mail ID (as

mentioned below) for investors to register their grievances, if any. This has been initiated by the company to resolve

investors grievances immediately. The Company has displayed the said e-mail ID on its website for the knowledge

of Investors.

Name and Designation of the Compliance Officer Name: Ms. Nidhi Khandelwal

Designation: Company Secretary & Compliance Officer

Email-cs@biomassfuel.co.in

Details of Investor Complaints

The statement of Investor Complaints during the Financial year 2025-26 is as under:

	For Quarter April 1, 2025 to June 30, 2025	For Quarter July 1, 2025 to September 30, 2025	For Quarter October 1, 2025 to December 31, 2025	For Quarter January 1, 2026 to March 31, 2026
No. of Investor Complaints pending at the beginning of the quarter.	0	0	0	0
No. of Investor Complaints received during the quarter.	0	0	1*	0
No. of Investor Complaints disposed-off during the quarter.	0	0	1*	0
No. of Investor Complaints remaining unresolved at the end of the quarter ended	0	0	0	0

* During the quarter ended December 2025, one (1) complaint was received, but the same was not related to the Company and was therefore disposed off.

22.4 FINANCE COMMITTEE

In addition to the mandatory and non-mandatory Board Committees prescribed under the Act and Listing Regulations, the Company has also constituted a Finance Committee. Its primary function is to facilitate prompt decision-making on routine business matters and regular financial affairs.

a.) Composition:

The Board of Directors had constituted the Finance Committee comprising of following members:

S.No.	Name	Designation
1.	Mr. Sagar Agrawal	Chairman (Chairman & Managing Director)
2.	Mr. Anurag Agarwal	Member (Whole Time Director)
3.	Ms. Aastha Agarwal	Member (Non-executive Director)

The Company Secretary & Compliance officer of the Company acts as the Secretary to the Finance Committee.

b.) Meetings:

The minutes of the meetings of the Committee are placed before and noted by the Board. The attendance of the Committee members at the Committee meetings held during the Financial Year 2025-26 are as follows:

Name of the Committee Members	Category	Attendance of the Committee members at the Committee Meetings
		May 5, 2025	June 21, 2025	October 15, 2025	December 9, 2025
Mr. Sagar Agarwal	Chairman (Chairman & Managing Director)	Yes	Yes	Yes	Yes
Mr. Anurag Agarwal	Member (Whole Time Director)	Yes	Yes	Yes	Yes
Ms. Aastha Agarwal	Member (Non-executive Director)	Yes	Yes	Yes	Yes

(c).Terms of Reference:

The primary role of the Finance Committee is to expeditiously decide business matters of routine nature and regular financial nature. The terms of reference of the Finance Committee, inter alia, include the following:

f Review the Companys financial policies, risk assessment and minimization procedures, strategies and capital structure, working capital and cash flow management, and make such reports and recommendations to the Board with respect thereto, as it may deem advisable;

f Review banking arrangements and cash management;

f Exercise all powers to borrow money (otherwise than by issue of debentures) within limits approved by the Board, and take necessary actions connected therewith, including refinancing for optimization of borrowing costs;

f Give guarantees / issue letters of comfort / providing securities within the limits approved by the Board;

f Powers to invest the funds of the Company within the limits approved by the Board;

f Powers to review and approve the tender to be applied and execute necessary documents for the same on behalf of Company;

f Borrow money by way of loan and / or issue and allot bonds / notes denominated in one or more foreign currencies in international markets for the purpose of refinancing the existing debt, capital expenditure, general corporate purposes, including working capital requirements and possible strategic investments within the limits approved by the Board;

f Provide corporate guarantee / performance guarantee by the Company within the limits approved by the Board;

f Power to grant loan within the limits approved by the Board;

f Carry out any other function as is mandated by the Board from time to time

23. PREVENTION OF INSIDER TRADING

To comply with the provisions of Regulation 9 of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, your Company has established systems and procedures and has framed "Prohibition of Insider Trading Policy" to regulate, monitor and report trading by its designated persons and their immediate relatives and "Code of practices and procedures for fair disclosure of Unpublished Price Sensitive Information".

The trading window is closed during the time of declaration of financial results and occurrence of any material events as per the code which prohibits the Directors of the Company and other designated persons and their relatives to deal in

the securities of the Company on the basis of any of Unpublished Price Sensitive Information (UPSI), available to them by virtue of their position in the Company.

The Code of practices and procedures for fair disclosure of UPSI is available on the Companys website i.e. https://shubhshreebiofuels.co.in/wp-content/uploads/2025/11/Code-of-practices-and-Procedures-PIT.pdf

24. DISCLOSURE RELATED TO POLICIES

• VIGIL MECHANISM/ WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177 of the Act read with the applicable rules framed thereunder and applicable provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a Vigil Mechanism through adoption of a Whistle Blower Policy for its Directors and employees.

The Company is committed to maintaining the highest standards of ethical, transparent and accountable business practices. The Whistle Blower Policy provides a mechanism for Directors and employees to report genuine concerns relating to unethical behaviour, actual or suspected fraud, violation of the Companys Code of Conduct, or any other improper practices without fear of retaliation.

The Policy provides adequate safeguards against victimisation of persons who avail of the mechanism and ensures protection of whistle blowers acting in good faith. It also provides direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases. The Vigil Mechanism enables reporting of concerns relating to, inter alia, fraud, misconduct, discrimination, harassment, victimisation, breach of Company policies, or any other unethical or improper conduct.

During the Financial Year under review, no whistle blower complaints were received. Further, no person was denied access to the Chairperson of the Audit Committee and the Vigil Mechanism continued to operate effectively throughout the year.

The policy is available on the Companys website at the weblink https://shubhshreebiofuels.co.in/wp- content/uploads/2025/03/whistler-Blower-Policy.pdf.

• NOMINATION & REMUNERATION POLICY

The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Act, formulated the Companys Nomination & Remuneration policy for Directors, Key Managerial Personnel (KMP) and Senior Management Personnel (SMP). This policy formulates the criteria for determining qualifications, competencies, positive attributes and independence for the appointment of a director and it also provides guidelines to the Nomination and Remuneration Committee relating to the Appointment, Removal & Remuneration of Directors, KMP and SMP of the Company. It also provides the manner for effective evaluation of performance of Board, its committees and individual directors.

The policy is available on the Companys website at the weblink https://shubhshreebiofuels.co.in/wp- content/uploads/2025/03/Nomination-and-Remuneration-Policy.pdf

• RISK MANAGEMENT POLICY

Your Company has developed and implemented a Risk Management Policy which is approved by the Board. The Risk Management Policy, inter alia, includes identification therein of elements of risk, including those which in the opinion of the Board may threaten the existence of the Company. Risk management process has been established across the Company and is designed to identify, assess and frame a response to threats that affect the achievement of its objectives. Further, it is embedded across all the major functions and revolves around the goals and objectives of the organisation. A detailed note on Risk Management is included in the Management Discussion and Analysis Report which forms part of this Annual Report as "Annexure V".

The policy is available on the Companys website at the weblink https://shubhshreebiofuels.co.in/wp- content/uploads/2026/08/Risk-Assessment-and-Management-Policy.pdf

25. DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company recognizes its duty to provide safe and secure working environment at the workplace and thus, in line with the requirements of the Sexual Harassment of Women at the workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has in place a Policy for prevention of Sexual Harassment of Women at the workplace and has also set up an Internal Complaints Committee (ICC) to redress complaints received regarding sexual harassment.

All the members and presiding officer of the Committee possess adequate legal knowledge and are also familiar with the issues relating to sexual harassment.

The following is a summary of sexual harassment complaints received and disposed off during the year:

Number of complaints pending at the beginning of the year : Nil Number of complaints received during the year: Nil Number of complaints disposed off during the year: Not applicable Number of cases pending for more than ninety days: Not applicable Number of complaints pending at the end of the year: Nil

26. DISCLOSURE UNDER MATERNITY BENEFIT ACT, 1961

The Company has duly complied with the provisions of the Maternity Benefit Act, 1961 during the financial year. The Company has formulated appropriate policies to support women employees during maternity leave and upon their return to work, ensuring a supportive and inclusive work environment.

27. ANNUAL RETURN

Pursuant to section 92(3) read with Section 134(3)(a) of the Act and rule 12(1) of the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the Financial Year ended on 31^st March, 2026 in the prescribed Form MGT-7 is uploaded on the Companys website at www.shubhshreebiofuels.co.in.

28. DEPOSITS

During the year under review, your Company has neither invited nor accepted or renewed any deposit within the provisions of the Act read with the Companies (Acceptance of Deposits) Rule, 2014. There is no amount of principal or interest outstanding as on the date of Balance Sheet.

29. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The internal control framework is designed to ensure proper safeguarding of assets, maintaining proper accounting records and providing reliable financial information and other data. This system is supplemented by internal audit, reviews by the management and documented policies, guidelines and procedures. The Company has a well-defined organizational structure, authority levels, internal rules and guidelines for conducting business transactions. The Company intends to undertake further measures as necessary in line with its intent to adhere

to the procedures, guidelines and regulations, as applicable, in a transparent manner. The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company.

Furthermore, M/s Shah Rajesh & Co., Chartered Accountants conducts internal audit periodically and presents report to the Audit Committee of the Company. These internal control system, coupled with internal audit procedures, provide reasonable assurance to the Statutory Auditors regarding the reliability of financial reporting and compliance with the applicable Indian Accounting Standards (Ind AS), Companies Act and its rules, SEBI Regulations and other relevant regulations.

Further, details of internal control systems are given in the Management Discussion and Analysis which forms part of this Annual Report.

30. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO AS PER SECTION 134(3)(m) OF THE COMPANIES ACT.2013

The particulars relating to conservation of Energy, Technology Absorption, Foreign Exchange Earning and Outgo as per Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is annexed herewith as "ANNEXURE-IV" forming part of the Boards report.

31. PARTICULARS OF EMPLOYEES:

a) The information under Section 197 of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. The ratio of the remuneration of each director to the median remuneration of the employees of the Company and the percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2025-26:

Name	Remuneration received in FY 2025-26	Ratio to median remuneration	% increase in remuneration in financial year
Executive Directors
Mr. Sagar Agrawal	18.00	5.32	0%
Mr. Anurag Agarwal	0	0.00	-100%
Chief Financial Officer:
Mr. Jitendera Kumar Kumawat	4.96	NA	NA
Mr. Anuj Goyanka	4.33	NA	NA
Company Secretary
Ms. Nidhi Khandelwal	6.44	1.95	NA

Notes:

1. Mr. Anurag Agarwal, Whole-time Director of the Company has waived his entitlement to receive any remuneration from the Company.

2. Mr. Jitendera Kumar Kumawat resigned from the post of CFO w.e.f. June 22, 2025 and appointed as CFO w.e.f. October 14, 2025.

3. Mr. Anuj Goyanka was appointed as CFO w.e.f. June 22, 2025 till October 13, 2025.

4. Mr. Jitendera Kumar Kumawat and Mr. Anuj Goyanka, remained CFO of the Company for a part of the year. Hence, percentage increase in remuneration is not comparable.

5. Ms. Nidhi Khandelwal was appointed as Company Secretary & Compliance officer with effect from November 14, 2024. Hence, percentage increase in remuneration is not comparable.

6. No remuneration paid except payment of eligible sitting fees to Non executive and Independent Directors and commission to Non-executive Directors (Except Independent Directors).

2. The percentage increase in the median remuneration of employees in the financial year 2025-26 is (6.23%)

3. The total number of permanent employees on the rolls of Company: 57

4. 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 and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration:

• Average increase in the remuneration of all employees excluding KMP is 0.39 %

• Average increase in the remuneration of KMP is 31.37%

Justification: The average increase is dependent on the individual performance, inflation, Companys

performance, prevailing industry trends and benchmarks.

5. Affirmation that the remuneration is as per the remuneration policy of the Company: It is hereby affirmed that the remuneration is as per the remuneration policy of the Company.

Additionally, the statement containing employee particulars required by Section 197(12) of the Act and Rule 5(2) and Rule 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, is a part of this report. Pursuant to Section 136(1) of the Act, the annual report has been sent to Members without the aforementioned annexure, which can be inspected at the registered office of the Company up to the date of the AGM. Members interested in obtaining a copy of the Annexure may request it from the Company Secretary of the Company at cs@biomassfuel.co.in.

Remuneration paid to Directors during the financial year 2025-26

During the year, the Company has paid remuneration as mentioned below:

Executive Directors

(Amount Rs. In lakhs)

Name of the Director	Salary and Allowances	Perquisite s	Retrial Benefits	Sitting Fees	Commission	Stock Options	Total
Mr. Sagar Agrawal	18	Nil	Nil	Nil	Nil	Nil	18
Mr. Anurag Agarwal	Nil	Nil	Nil	Nil	Nil	Nil	Nil

Apart from the above remuneration details no other kind of fixed components, performance link incentives are given to the Directors.

The tenure of office of the Chairman & Managing Director & Whole-time Director is for 3 (Three) years from their respective dates of appointments. The services of Chairman & Managing Director and Whole-time Director may be terminated by giving one months notice. No severance fee is payable to them under their respective service agreements entered into by them with the Company.

Non-Executive Directors (Amount Rs. In lakhs)

Name of the Director	Sitting Fees	Commission	Total
Ms. Aastha Agarwal	0.45	15	15.45
Ms. Upasana Srivastava Dattani	0.18	15	15.18
Mr. Rajesh Jain	0.51	-	0.51
Mr. Vijay Kumar Jain	0.54	-	0.54

The remuneration paid to the Non-Executive Directors is as per the Nomination and Remuneration Policy of the Company and they are entitled for sitting fees for attending meetings of the board and committees thereof. Further, pursuant to the Nomination and Remuneration policy and shareholders approval, Non-executive Directors (except Independent Directors) are also being paid commission as specified above. Besides sitting fees and commission, no other fees or remuneration was paid to the Non-Executive Directors during the financial year 2025-26.

Independent Directors of the Company had no pecuniary relationship or transactions with the Company other than the sitting fees for the purpose of attending the meetings of the Board or Committees of the Company.

32. CORPORATE GOVERNANCE REPORT

As per Regulation 15(2) of the Listing Regulations, the compliance with the Corporate Governance provisions shall not apply in respect of the following class of companies:

a. Listed Entity having paid up equity share capital not exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the last day of the previous financial year;

b. Listed Entity which has listed its specified securities on the SME Exchange.

Since, the Company falls in the ambit of aforesaid exemption (b); hence compliance with the provisions of Corporate Governance shall not apply to the Company and it also does not form part of the Annual Report for the Financial Year 2025-26.

However, our Company has complied with all the disclosures and requirements which are applicable under all the rules, regulations for the time being in force.

33. CODE OF CONDUCT

The code of conduct has been circulated to all the members of the Board and Senior Management Personnel and they have affirmed their compliance with the said code of conduct for the financial year ended on March 31, 2026. The code of conduct has been posted on the Companys website at

https://shubhshreebiofuels.co.in/wp-content/uploads/2024/03/code-of-conduct-of-board-senior- management.pdf.

34. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2) (e) of Listing Regulations is annexed herewith as Annexure-V.

35. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards with respect to Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India.

36. ANNUAL LISTING FEES

Your Companys shares are listed at Emerge SME Platform of National Stock Exchange of India Limited (NSE Emerge) and the annual listing fee for the year 2026-27 has been duly paid.

37. DIRECTORS RESPONSIBILITY STATEMENT

As required by Section 134(3)(c) of the Act, your Directors state and confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2026 and of the profit and loss of the Company for the year ended on March 31, 2026;

c) the Directors had 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 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 are operating effectively; and

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

38. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the Financial Year under review, the Company has neither made any application nor any proceeding is pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016), therefore, it is not applicable to the Company.

39. DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING ON THE COMPANY

Pursuant to Para G of Schedule V of Listing Regulations, there is no agreement impacting management or control of the company or imposing any restriction or create any liability upon the company as specified in Clause 5A of Para A of Part A of Schedule III of Listing Regulations.

40. OTHER DISCLOSURES

Other disclosures with respect to Boards Report as required under the Act and the Rules notified there under are either NIL or NOT APPLICABLE during the period under review.

41. APPRECIATION

Your Directors wishes to place on record their appreciation towards the contribution of Bankers, all stakeholders, business associates of the Company, Central and State Government departments, their local authorities for their co-operation, guidance and support and look forward to their continued support in future.

	For and on behalf of the Board of Directors For SHUBHSHREE BIOFUELS ENERGY LIMITED
Date : 17.08.2026 Place: Jaipur	(Sagar Agrawal) (Aastha Agarwal) Chairman and Managing Director Director DIN:03209247 DIN:07172285

REGISTERED OFFICE:

Plot No. 8 Ganesh Vihar B, Pandit T.N Mishra Marg,

Nirman Nagar, Shyam Nagar, Jaipur-302019, Rajasthan, India