Shyam Dhani Industries Ltd Directors Report

To

The Members of

Shyam Dhani Industries Limited

(Formerly known as Shyam Dhani Industries Private Limited)

The Board of Directors of your Company are pleased to present the 16 th Annual Report on the business, operations and state of affairs of the Company together with the Audited Financial Statements for the Financial year ended March 31, 2026.

1. KEY FINANCIAL HIGHLIGHTS

The Companys Financial performance for the year ended on March 31, 2026 along with previous years figures is given hereunder:

(Amount in Lakhs)

Particulars	Year Ended March 31, 2026	Year Ended March 31, 2025
Revenue from Operations	14,577.23	12,468.04
Other Income	44.65	7.37
Total Income	14,621.88	12,475.41
P rofit before Finance costs and Depreciation	1,694.91	1,459.43
Finance Cost	358.53	268.38
Depreciation	205.83	113.26
P rofit /Loss before Tax	1,130.55	1,077.79
Current Tax	256..61	247.80
Deferred Tax	20.24	25.83
P rofit /Loss after Tax	853.70	804.16
Earnings per Share (Basic)	5.20	5.41
Earnings per Share (Diluted)	5.20	5.41

2. STATE OF THE COMPANYS AFFAIRS AND FUTURE OUTLOOK

Your Company recorded net revenue of Rs. 14,577.23 Lakhs for the FY 2025-26 registering a growth of 16.91% as compared to the net revenue of Rs. 12,468.04 Lakhs in the FY 2024-25; Earnings before Interest, Depreciation and Taxes (EBITDA) stood at Rs. 1,694.91 Lakhs in FY 2025-26 as compared to Rs. 1,459.43 Lakhs in FY 2024-25. Earned profit after tax of Rs. 853.70 Lakhs during the FY 2025-26 as compared to Rs. 804.16 Lakhs profit earned in the FY 2024-25.

These financial results are presented in the Statement of Profit & Loss and are self-explanatory. For a deeper understanding of our business performance, please refer to the Management Discussion & Analysis Report included in the Annual Report. Your directors are hopeful of generating more revenues and focusing further growth in coming years.

3. TRANSFER TO RESERVES

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

4. DIVIDEND

With a view to conserve and save the resources for future prospects of the Company, the Directors have not declared any dividend for the financial year 2025-26.

5. CHANGE IN NATURE OF BUSINESS

There was no Change in the nature of Business during the FY 2025-26.

The Company continues to be engaged in the manufacturing premium-quality IPM (Integrated Pest Management) and ETO-free (Ethylene Oxide- Free) spices and processing of over 163 varieties of high-quality spices - including Ground Spices, Blended Spices, Whole Spices, and Grocery Products.

6. CHANGE IN CAPITAL STRUCTURE

During the financial year 2025-26, the Authorised Share Capital of the Company remains unchanged. As on March 31, 2026, the Authorised Share Capital of the Company stood at Rs.23,25,00,000/-(Twenty- Three Crores Twenty-Five Lakhs Only) divided into 2,32,50,000 (Two Crores Thirty-Two Lakhs Fifty Thousand) equity shares of Rs. 10/- (Rupees Ten Only) each.

Pursuant to the approval of the members at the Extra- Ordinary General Meeting held on Wednesday, November 19, 2025, the Board of Directors at its meeting held on Wednesday, November 26, 2025 allotted 2,86,000 (Two Lakh Eighty-Six Thousand) equity shares on a private placement (Pre-IPO) basis at an issue price of Rs. 70/- (Rupees Seventy) per equity share consisting of face value of Rs. 10/- (Rupees Ten) each and premium of Rs. 60/- (Rupees Sixty) per equity share.

Further, pursuant to Initial Public Offer (IPO), the Company allotted 54,98,000 equity shares of face value of Rs. 10/- (Rupees Ten) each at an issue price of Rs. 70/- (Rupees Seventy) per equity share (including share premium of Rs. 60/- (Rupees Sixty) per equity share) at the meeting of the Board of Directors held on Friday, December 26, 2025.

Consequent to the aforesaid allotments, the Issued, Subscribed and Paid-up Share Capital of the Company as on March 31, 2006 stood at Rs. 20,65,60,000/- (Twenty Crores Sixty-Five Lakhs Sixty Thousand Only) divided into 2,06,56,000 (Two Crores Six Lakhs Fifty-Six Thousand Only) equity shares of Rs. 10/- (Rupees Ten Only) each.

7. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary, associate and joint venture Company within the meaning of Section 2(87) and 2(6) of the Companies Act, 2013.

8. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

9. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENT RELATES AND THE DATE OF THE REPORT

There have been no material changes and commitments, affecting the financial position of the Company, which has occurred between the end of the financial year for the Company i.e. March 31, 2026 and the date of this Board Report. Further below were the material changes occurred during the financial year: i. Initial Public Offering (IPO) and Listing on SME Platform (NSE Emerge)- National Stock Exchange of India Limited (NSE)

The Company has applied for In-Principle approval for listing of its equity shares on the NSE EMERGE platform as on August 30, 2025.

The Company has issued and allotted 2,86,000 equity shares of Rs 10 each at a premium of Rs 60 per share through private placement (Pre IPO) basis on November 26, 2025.

During the financial year 2025-26, your Company had successfully launched an Initial Public Offer (IPO) of 54,98,000 Equity Shares of face value of 10/- each fully paid (the Equity Shares) for cash at a price of 70/- (including a premium of 60/- ) aggregating to 3,848.60 Lakhs pursuant to Regulation 229 (2) of SEBI (ICDR) Regulations. Your Board is gratified and humbled by the faith shown in the Company by investors. Your Board also places on record its appreciation for the support provided by various authorities, Lead Managers, Stock Exchange,

Depositories, Counsels, Consultants, Auditors and employees of the Company for making the IPO of the Company a grand success.

The companys shares were listed on the NSE Emerge on December 30, 2025. The annual listing fees for the Financial Year 2025-26 have been duly paid to the National Stock Exchange of India Limited. ii. Appointment of Ms. Preity G Zinta as a Brand Ambassador

As a key element of brand creation strategy, your Company entered into a Brand Endorsement Agreement dated August 02, 2025 with the renowned Bollywood actress, Ms. Preity G Zinta. This association is intended to leverage the widespread popularity and visibility of SHYAM brand across various digital platforms channels, including social and digital media.

10. UTILIZATION OF IPO PROCEEDS

The Proceeds from the IPO is Rs. 3848.60 Lakhs. The Break-up of IPO proceeds are as under:

S. No. Particulars	Estimated Amount (as per the Offer Document)	Utilised	Pending to be Utilised
1. Funding the incremental working capital requirement	1,326.00	576.00	750.00
2. Repayment-Pre Payment, in full or in part, of certain outstanding borrowings	1,000.00	1000.00	0.00
3. Brand Creation and Marketing Expenses	635.63	287.95	347.68
4. Capital Expenditure towards the purchase of new additional machineries to be installed at the existing manufacturing unit	163.06	25.00	138.06
5. Purchase and installation of Solar Rooftop Plant at the existing manufacturing unit	64.90	0.00	64.90
6. General Corporate Purpose	257.32	257.32	0.00
7. Issue related expenses	401.69	401.69	0.00
Total	3848.60	2547.96	1300.64

The funds raised by the company through Initial Public Offer are utilized for the purpose for which the amount is raised as mentioned in the prospectus and there was no deviation or variation in the Utilization of IPO Fund.

Further, the Board of Directors of the Company in their meeting held on Wednesday, May 27, 2026, has approved the extension of the timeline for utilization of the unutilized IPO Proceeds up to March 31, 2027.

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2)(e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), is presented in a separate section, which forms part of this Annual Report.

12. ANNUAL RETURN

Pursuant to Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 the Annual Return as on March 31, 2026 in Form MGT-7 is available on the Companys website at https://www.shyamspices.co.in/pages/annual-return 13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the financial year, the Company has not provided any guarantees or made any investments. The Company has only granted loans to parties other than related parties, the details of which are disclosed in Note No. 18 to the financial statements forming part of this Annual Report.

14. MATERIAL ORDERS

No significant or material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and Companys operations in future.

15. RELATED PARTY TRANSACTIONS

All the Related Party Transactions during the year are entered on arms length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and Regulation 23 of Listing Regulations. There are no materially significant related party transactions entered into by the Company which may have potential conflict with the interest of the Company at large. All related party transactions are first approved by the Audit Committee and thereafter placed before the Board for their consideration and approval. The particulars of Contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 read with Rule 15 of The Companies (Meetings of Board and its Powers) Rules 2014 is appended to this report in prescribed Form AOC- 2 as Annexure- A. Further all the necessary details of transactions entered with the related parties are mentioned in the Note No. 34 of the Financial Statements for the Financial Year ended March 31, 2026 in accordance with the Accounting Standards. The Company has formulated a policy on materiality of related party transactions and also on dealing with related party transactions which has been uploaded on the Companys website at https://www.shyamspices.co.in/pages/ policies 16. BOARD OF DIRECTORS a) Composition of Board of Directors

The Board is properly constituted as per the provisions of the Companies Act, 2013 and as per provisions of Listing Regulations. As on March 31, 2026, the Company comprised of 6 (Six) Directors, with 3 (Three) Executive Directors, 1 (One) Non- Executive Non- Independent Director and 2 (Two) Non-Executive Independent Directors including one-woman director. In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder, Mr. Ramawtar Agarwal (DIN: 03289121), Executive Director retired by rotation at the 15 th Annual General Meeting (AGM) of the Company dated September 20, 2025 and was reappointed by the shareholders of the Company. During the financial year 2025-26, no other change took place in the composition of the Board of Directors. In accordance with the provisions of Section 152(6) of the Act read with the rules made thereunder, Mrs. Mamta Devi Agarwal (DIN: 03289343), Whole-time Director being longest in the office from the date of her last appointment shall retire by rotation at the ensuing 16 th AGM and being eligible, has offered herself for reappointment. The Board of Directors on the recommendation of the Nomination and Remuneration Committee (NRC) has recommended her re-appointment.

The composition of the Board of Directors, their attendance and the number of directorships held by them as on March 31, 2026:

Name of Directors	Category	No. of Board meetings held during the FY 2025-26	No. of Board meetings attended during the FY 2025-26	Last AGM Attended (20.09.2025)	No. of Directorship in other Public Limited Companies	Directorship in other listed entity (Category of Directorship)
Ramawtar Agarwal (Chairman and Managing Director) (DIN: 03289121)	Executive Director (Promoter)	22	22	Yes	-	-
Mamta Devi Agarwal (Whole-time Director) (DIN: 03289343)	Executive Women Director (Promoter)	22	22	Yes	-	-
Vithal Agarwal (Whole-time Director) (DIN: 07784499)	Executive Director (Promoter)	22	21	Yes	-	-
Kanhiya Lal Sharma (DIN: 10823081)	Non-Executive Director	22	07	Yes	-	-
Banwari Lal Gupta (DIN: 10821811)	Independent, Non-Executive Director	22	22	Yes	-	-
Birdi Mal Dasot (DIN: 10821810)	Independent, Non-Executive Director	22	07	Yes	-	-

b) Number of Board Meetings held and date on which they held

During the Financial year 2025-26, the members of the Board met 22 (Twenty-Two) times to review, discuss and decide about the business of the Company. The maximum gap between any two meetings was not more than one hundred and twenty days. The necessary quorum was present in all meetings. During the year, the Board also transacted some business by passing resolution by circulation.

Attendance of Directors in Board Meetings held during the Financial Year 2025-26 are as follows:

Date of Board			Name of Directors
Meeting	Ramawtar Agarwal	Mamta Devi Agarwal	Vithal Agarwal	Kanhiya Lal Sharma	Banwari Lal Gupta	Birdi Mal Dasot
28-04-2025	Yes	Yes	Yes	No	Yes	No
12-05-2025	Yes	Yes	Yes	No	Yes	No
13-06-2025	Yes	Yes	Yes	No	Yes	No
20-06-2025	Yes	Yes	Yes	No	Yes	No
14-07-2025	Yes	Yes	Yes	Yes	Yes	Yes
21-07-2025	Yes	Yes	Yes	Yes	Yes	Yes
18-08-2025	Yes	Yes	Yes	No	Yes	No
22-08-2025	Yes	Yes	Yes	No	Yes	No
30-08-2025	Yes	Yes	Yes	No	Yes	No
01-09-2025	Yes	Yes	Yes	No	Yes	No
01-11-2025	Yes	Yes	Yes	No	Yes	No
10-11-2025	Yes	Yes	Yes	No	Yes	No
26-11-2025	Yes	Yes	Yes	Yes	Yes	Yes
01-12-2025	Yes	Yes	Yes	Yes	Yes	Yes
04-12-2025	Yes	Yes	Yes	No	Yes	No
09-12-2025	Yes	Yes	Yes	No	Yes	No
19-12-2025	Yes	Yes	Yes	No	Yes	No
25-12-2025	Yes	Yes	Yes	Yes	Yes	Yes
25-12-2025	Yes	Yes	Yes	Yes	Yes	Yes
26-12-2025	Yes	Yes	Yes	No	Yes	No
29-12-2025	Yes	Yes	Yes	No	Yes	No
24-02-2026	Yes	Yes	No	Yes	Yes	Yes
Total	22	22	21	07	22	07

c) Details of Equity Shares held by the Directors of the Company as on March 31, 2026 The number of shares held by directors as on March 31, 2026 are given below:

Name of the Directors	Category	No. of Equity Shares
Ramawtar Agarwal	Chairman and Managing Director, Executive Director	90,82,125
Mamta Devi Agarwal	Whole-time director, Executive Women Director	29,86,750
Vithal Agarwal	Whole-time director, Executive Director	20,71,875
Kanhiya Lal Sharma	Non-Executive Director	0
Banwari Lal Gupta	Independent Non-Executive Director	0
Birdi Mal Dasot	Independent Non-Executive Director	0

17. KEY MANAGERIAL PERSONNELS (KMPs)

The Key Managerial Personnels of the Company in accordance with Section 203 and Section 2(51) of the Companies Act, 2013 as on March 31, 2026 are as follows:

Name of Key Managerial Personnels	Designation
Ramawtar Agarwal	Chairman and Managing Director
Mamta Devi Agarwal	Whole-time Director
Vithal Agarwal	Whole-time Director
Ajay Kumar Sharma	Chief Financial Officer
Ambika Sharma	Company Secretary and Compliance Officer

Change in Key Managerial Personnel

During the Financial year, Ms. Sneha Mujawdiya (Membership No. ACS-74916) resigned from the office of Company Secretary and Compliance Officer with effect from the close of business hours on Thursday, June 12, 2025. Consequently, Mrs. Ambika Sharma (Membership No. ACS-66863) was appointed as the Company Secretary and Compliance Officer with effect from Friday, June 13, 2025.

Subsequent to the reporting period, Mrs. Ambika Sharma (Membership No. ACS-66863) resigned from the office of Company Secretary and Compliance Officer with effect from the close of business hours on Thursday, April 30, 2026. Thereafter, based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Ms. Himanshi Khandelwal (Membership No. ACS-74427) as the Company Secretary and Compliance Officer with effect from Saturday, May 02, 2026.

18. COMMITTEES OF BOARD

The following committees have been constituted in terms of SEBI Listing Regulations and the Companies Act, 2013: a. Audit Committee b. Nomination and Remuneration Committee c. Stakeholders Relationship Committee d. Corporate Social Responsibility Committee e. Internal Complaints Committee f. Finance and Banking Committee a. Audit Committee

The Committee is governed by the regulatory requirements mandated by the Act and Regulation 18 of the Listing Regulations. 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.

Terms of Reference

1. Oversight of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, re-appointment and, if required, the replacement or removal of the statutory auditor and the fixation of audit fees.

3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors.

4. Reviewing, with the management, the annual financial statements 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, 2013; 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; g) Modified opinion(s) in the draft audit report.

5. Reviewing, with the management, the half yearly financial statements before submission to the board for approval.

6. Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, right issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/Draft Red Herring Prospectus/ Red Herring Prospectus/ Prospectus /notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the Board to take up steps in this matter.

7. Review and monitor the auditors independence, performance and effectiveness of audit process.

8. Approval or any subsequent modification of transactions of the company with related parties;

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. Reviewing, with the management, performance of statutory and internal auditors, 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. Discussion with internal auditors any significant findings and follow up there on.

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. Discussion 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. To look 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. To oversee and review the functioning of the vigil mechanism which shall provide for adequate safeguards against victimization of employees and directors who avail of the vigil mechanism and also provide for direct access to the Chairperson of the Audit Committee in appropriate and exceptional cases.

19. Call for comments of the auditors about internal control systems, scope of audit including the observations of the auditor and review of the financial statements before submission to the Board.

20. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

21. To investigate any other matters referred to by the Board of Directors. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

22. Consider and comment on rationale, cost-benefits and impact of schemes involving mergers. Mandatorily review of the following information:

i. Management discussion and analysis of financial condition and results of operations.

ii. Management letters / letters of internal control weaknesses issued by the statutory auditors;

iii. Internal audit reports relating to internal control weaknesses.

iv. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit committee. v. Statement of deviations: a) Half yearly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s) in terms of Regulation 32(1) of the Listing Regulations. b) Annual statement of funds utilized for purposes other than those stated in the issue document/prospectus/ notice in terms of Regulation 32(7) of the Listing Regulations.

Composition, Meetings and Attendance

As on March 31, 2026, the Committee consists of 3 (Three) Directors including 02 (Two) Independent Directors and 01 (One) Executive Director. All the Members of the Committee are financially literate and possess strong accounting and related financial management expertise. The Company Secretary of the Company acts as Secretary to the Audit Committee.

The composition and attendance of the Committee members at the Committee meetings held during the Financial Year 2025-26 are as follows:

Name of the	Category	Attendance of the Committee members at the Committee Meetings
Committee Members		26-05- 2025	12-07- 2025	21-07- 2025	22-08- 2025	21-11- 2025	29-11- 2025	04-12- 2025	24-02- 2026
Banwari Lal Gupta	Independent Director (Chairman)	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Birdi Mal Dasot	Independent Director (Member)	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes
Ramawtar Agarwal	Chairman and Managing Director (Member)	Yes	Yes	Yes	Yes	Yes	Yes	Yes	Yes

b. Nomination and Remuneration Committee

The Constitution, composition and functioning of the Nomination and Remuneration Committee also meets with the requirements of Section 178(1) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations.

Terms of Reference

1. Formulate the criteria for determining the qualifications, positive attributes and independence of Directors and recommend to the Board a policy relating to, the remuneration for Directors, Key Managerial Personnel and other employees.

2. For every appointment of an independent director, the Nomination and Remuneration 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 for appointment as an independent director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the Committee may:

a) use the services of an external agencies, if required;

b) consider candidates from a wide range of backgrounds, having due regard to diversity; and

c) consider the time commitments of the candidates.

3. Identifying persons who are qualified to become Directors and may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal.

4. Formulation of criteria for evaluation of performance of Independent Directors and the Board of Directors.

5. Devising a policy on diversity of Board of directors.

6. Deciding on, 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. Recommend to the board all remuneration in whatever form, payable to senior management.

8. Define and implement the performance linked incentive scheme (including ESOP of the Company) and evaluate the performance and determine the amount of incentive of the executive Directors for that purpose.

9. To formulate and administer the Employee Stock Option Scheme.

Composition, Meetings and Attendance

As on March 31, 2026, the Committee consists of 3 (Three) Non-Executive Directors out of which 2 (Two) directors are Independent. The Company Secretary of the Company acts as Secretary to the Nomination and Remuneration Committee. The composition and 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
		12-06-2025	02-08-2025
Birdi Mal Dasot	Independent Director (Chairman)	Yes	Yes
Banwari Lal Gupta	Independent Director (Member)	Yes	Yes
Kanhiya Lal Sharma	Non - Executive Director (Member)	No	No

c. Stakeholders Relationship Committee

The Constitution, composition and functioning of the Stakeholders Relationship Committee also meets with the requirements of Section 178 of the Companies Act, 2013 and Regulation 20 of the Listing Regulations.

Terms of Reference

1. Allotment, transfer of shares including transmission, splitting of shares, changing joint holding into single holding and vice versa, issue of duplicate shares in lieu of those torn, destroyed, lost or defaced or where the space at back for recording transfers have been fully utilized.

2. Issue of duplicate certificates and new certificates on split/consolidation/renewal, etc.

3. Review the process and mechanism of redressal of shareholders/ investors grievance and suggest measures of improving the system of redressal of shareholders/ investors grievances.

4. Non-receipt of share certificate(s), non-receipt of declared dividends, non-receipt of interest/dividend warrants, non-receipt of annual report and any other grievance/complaints with Company or any officer of the Company arising out in discharge of his duties.

5. Oversee the performance of the Registrar & Share Transfer Agent and also review and take note of complaints directly received and resolved them.

6. Oversee the implementation and compliance of the code of conduct adopted by the Company for prevention of insider trading for listed companies as specified in the Securities & Exchange Board of India (Prohibition of insider Trading) Regulations, 2015 as amended from time to time.

7. Any other power specifically assigned by the Board of the Company from time to time by way of resolution passed by it in a duly conducted meeting.

8. Carrying out any other function contained in the equity listing agreements as and when amended from time to time. Composition, Meetings and Attendance

As on March 31, 2026, the Committee consists of 4 (Four) Directors, including 02 (Two) Independent Directors, 01 (One) Non-Executive Director and 01 (One) Executive Director. The Company Secretary of the Company acts as Secretary to the Stakeholders Relationship Committee. The composition and 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 Meeting
		29-12-2025
Kanhiya Lal Sharma	Non - Executive Director (Chairman)	Yes
Banwari Lal Gupta	Independent Director (Member)	Yes
Birdi Mal Dasot	Independent Director (Member)	No
Ramawtar Agarwal	Chairman and Managing Director (Member)	Yes

Name and Designation of the Compliance Officer

Name: Ms. Himanshi Khandelwal (Mrs. Ambika Sharma as on March 31, 2026) Designation: Company Secretary and Compliance Officer

Details of Investor Complaints

The details of investor complaints received and resolved during the financial year ended March 31, 2026 are given below.

No. of investor complaints pending at the beginning of Financial Year	00
No. of investor complaints received	92
No. of investor complaints disposed off	88
No. of investor complaints at the end of Financial Year	04

d. Corporate Social Responsibility Committee

In compliance with the provision of section 135 of the Companies Act, 2013, the Company has constituted Corporate Social Responsibility Committee (CSR). The primary objective of the Corporate Social Responsibility Committee is to assist the Board in fulfilling its corporate social responsibility including identification of areas for CSR activities, recommend the amount of expenditure to be incurred on CSR activities, formulation, implementation and review of CSR Policy, periodic review of the progress of various CSR activities.

Terms of Reference

1. To formulate and recommend to the board, a CSR Policy which shall indicate the activities to be undertaken by the company.

2. To review and recommend the amount of expenditure to be incurred on the activities to be undertaken by the company.

3. To monitor the CSR Policy of the company from time to time.

4. Any other matter as CSR Committee may deem appropriate after approval of the board of directors or as may be directed by board of directors from time to time.

Composition, Meetings and Attendance

As on March 31, 2026, the Committee consists of 4 (Four) Directors, including 3 (Three) Executive Directors and 1 (One) Independent Director. The Company Secretary of the Company acts as Secretary to the Corporate Social Responsibility Committee.

The composition and 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 Meeting 10-05-2025
Ramawtar Agarwal	Chairman and Managing Director (Chairman)	Yes
Mamta Devi Agarwal	Whole-Time Director (Member)	Yes
Vithal Agarwal	Whole-Time Director (Member)	Yes
Banwari Lal Gupta	Independent Director (Member)	Yes

Corporate Social Responsibility Policy

The CSR committee has formulated a CSR policy that outlines the Companys objectives of Social, Economic and Environmental development of the community in which we operate, through sustainable measures, ensuring participation from the community and thereby creating value for the nation.

The details of the CSR initiatives as per the CSR Policy of the Company forms part of the CSR Report in this Annual Report as Annexure-D. The CSR Policy of the Company has been uploaded on the Companys website and can be accessed at https://www.shyamspices.co.in/pages/policies e. Internal Complaints Committee

In compliance with the provision of Section 4 of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted Internal Complaints Committee to redress complaints received regarding sexual harassment.

Terms of Reference

1. To work towards providing a safe and respectful working environment.

2. Organize training and awareness programs (classrooms/e-Learning) at regular intervals.

3. To receive and dispose of the complaint received from the aggrieved employee.

4. To ensure the complaint to be received in writing.

5. To ensure to provide all reasonable assistance to the aggrieved employee to make the complaint in writing.

6. To conduct the enquiry.

7. To take every such step at the request of the aggrieved employee for the amicable settlement of the matter.

8. To ensure that monetary settlement is not through conciliation.

9. To keep the record of every complaint and settlement and to report it to the employer.

10. To provide the requisite copy of the settlement to the parties to the complaint. 11. To ensure not to conduct an inquiry into the matter settled earlier.

12. To submit an annual report to the employer and district officer.

Composition

The Internal Complaints Committee comprises of following Members:

Name of the Director/Member	Designation	Companys Designation/External Member
Mamta Devi Agarwal	Presiding Officer	Whole-Time Director
Yashpal Sharma	Member	Head of Human Resources Department
Yogesh Soni	Member	Head of Production Department
Chandra Prakash Sharma	Member	Head of Production Department
Poonam Purswani	Member	External Member

f. Finance and Banking Committee

Besides the mandatory and non-mandatory Board Committees prescribed under the Listing Regulations, the Board of Directors has constituted a Finance and Banking Committee on February 24, 2026. The Committee oversees financial and banking matters arising in the normal course of business and facilitates efficient management of related processes.

Terms of Reference

1. The Finance & Banking Committee is responsible for overseeing financial matters, financial reporting, banking operations, and financial transactions of the Company.

2. To sign loan documents with banks and/or financial institution;

3. Approval for cash credit / overdraft facilities, working capital facility, term loan facility, and any other facility with bank and/or financial institutions including acceptance of their sanction letters, further authorization in this regard and other related and incidental activities within the overall limit approved by the board and/or shareholders under section 180(1)(c) or 180(1)(a) of the Companies Act, 2013;

4. Approval for operation of Bank Accounts and authorizing the personnel in the Bank Account in this behalf including any changes/amendment thereto;

5. Approval in relation to all type of Bank Guarantees and Letter of Credits;

6. To deal, correspond, and represent the Company before the Income Tax Department and other Government, regulatory, statutory or semi-government authorities in relation to notices, reply, proceedings, inquiries, filings, compliances, hearings and other related matters, and to take all necessary actions incidental thereto provided that the Board shall have the power to authorize any other person(s) to represent the Company as and when deemed necessary;

7. The Finance & Banking Committee shall meet as and when required and ordinarily at least twice in a financial year, with reasonable intervals between meetings;

8. Review any additional matters that the Board of Directors may direct to the Committee.

Composition, Meetings and Attendance

As on March 31, 2026, the Committee consists of 3 (Three) Directors, including 2 (Two) Executive Directors and 1 (One) Independent Director. The Company Secretary of the Company acts as Secretary to the Finance and Banking Committee.

The composition and 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 Meeting 21-03-2026
Ramawtar Agarwal	Chairman and Managing Director	Yes
	(Chairman)
Mamta Devi Agarwal	Whole-Time Director (Member)	Yes
Banwari Lal Gupta	Independent Director (Member)	Yes

19. DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence pursuant to Section 149(6) and 149(7) of the Companies Act, 2013 and Regulation 16(1)(b) and Regulation 25(8) of the Listing Regulations. The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. 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 Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014, as amended.

The Board is of the opinion that the Independent Directors possess the requisite integrity, experience, expertise and proficiency required under all applicable laws and the policies of the Company and none of the Directors 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.

20. INDEPENDENT DIRECTORS MEETING

In accordance with the Regulation 25(3) of the Listing Regulations, a meeting of the Independent Directors was held on December 15, 2025 without the attendance of Non- Independent Directors and the Management personnel, to inter-alia: a. Review the performance of non-independent directors and the Board of Directors as a whole; b. Review the performance of the Chairman of the Company, taking into account the views of Executive Directors and Non-Executive Directors; c. Assess the quality, quantity and timeliness of flow of information between the management of the company and the board of directors that is necessary for the board of directors to effectively and reasonably perform their duties. The Board includes 2 (Two) Independent Directors as on March 31, 2026 and both the Independent Directors were present at the Meeting.

21. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

All Independent Directors are periodically familiarized with the Companys operations, their roles, rights, and responsibilities, as well as the nature of the industry in which the Company operates and its overall business model. The Company regularly undertakes initiatives to ensure that Independent Directors are well-informed and remain updated on key aspects such as business performance, operational developments, and manufacturing processes across all business verticals.

The details of such familiarization programmes imparted to Independent Directors are posted on the website of the Company at https://www.shyamspices.co.in/pages/policies

22. BOARD EVALUATION

In accordance with the provisions of the Companies Act, 2013 and the Listing Regulations, the Board has undertaken an annual evaluation of its own performance, that of its individual directors, and the functioning of its statutory committees viz. Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee and Corporate Social Responsibility Committee. The evaluation also covered the performance of the Chairperson of the Board, based on key parameters such as the level of engagement, quality of contributions, and the exercise of independent judgment in safeguarding the interests of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairperson and the Non-Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

23. GENERAL MEETINGS

Type of Meeting	Day and Date of Meeting	Venue	No of Special Resolutions passed
Annual General Meeting	Saturday, September 20, 2025	Registered Office	Nil
Extra-Ordinary General Meeting	Wednesday, November 19, 2025	Registered Office	Issue of Equity Shares on Private Placement Basis by the Company

24. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013, to the best of our knowledge and belief and according to the information and explanations obtained by us, your Directors hereby confirm that:

a. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures, if any;

b. They have selected such Accounting Policies and applied them consistently and made judgment 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 that period;

c. To the best of their knowledge and information, they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the Annual Accounts on a Going Concern basis;

e. They had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

f. There is a proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

25. AUDITORS AND AUDITORS REPORT

a. Statutory Auditor and Auditors report

Pursuant to Section 139 of the Companies Act, 2013, M/s G L Dangayach & Co. Chartered Accountants (Firm Registration No. 001582C) were re-appointed as the Statutory Auditors of the Company on September 30, 2024 for the period of five years to hold the office from the conclusion of 14 th Annual General Meeting till the conclusion of Annual General Meeting held in F.Y. 2028-2029.

Statutory Auditors have expressed their unmodified opinion on the Financial Statements and their reports do not contain any qualifications, reservations, adverse remarks or disclaimers. The notes to the financial statements referred in the Auditors Report are self-explanatory.

The Statutory Auditors has provided their eligibility certificate confirming their non- disqualification to continue as Statutory Auditor of the Company under Section 141 of the Companies Act, 2013. Further, as required under the relevant provisions of Listing Regulations, the Statutory Auditors has also confirmed that they have 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. b. Secretarial Auditor and Secretarial Audit Report

In terms of Regulation 24A read with other applicable provisions of the Listing Regulations and applicable provisions of the Companies Act, 2013, the Company is required to appoint Secretarial Auditors for a period of 5 years commencing from FY 2025-26, to conduct the secretarial audit of the Company in terms of Section 204 and other applicable provisions of the Companies Act, 2013 read with Regulation 24A and other applicable provisions of the Listing Regulations.

Based on the recommendation of the Audit Committee, the Board of Directors at its meeting held on Tuesday, February 24, 2026 has approved the appointment of M/s SKMG & CO., Practicing Company Secretaries (Firm Registration No. 4063) as the Secretarial Auditor of the Company for the term of Five Consecutive Financial Years commencing from Financial Year 2025-26 till Financial Year 2029-30 subject to shareholders approval.

Accordingly, the necessary resolution for approving the appointment of M/s SKMG & CO., Practicing Company Secretaries (Firm Registration No. 4063) as the Secretarial Auditor of the Company for the term of Five Consecutive Financial Years commencing from Financial Year 2025-26 till Financial Year 2029-30 has been included in the Notice of the forthcoming 16 th AGM of the Company. The Directors recommend the same for approval by the Members. Accordingly, they have conducted Secretarial Audit for the Financial Year 2025-26 and Secretarial Audit Report in Form MR-3 is enclosed herewith as Annexure-B. The Report does not contain any observations, reservations, qualifications, or adverse remarks requiring explanation or comments from the Board under Section 134(3) of the Act.

c. Internal Auditor

Pursuant to the provisions of Section 138 (1) of the Companies Act, 2013 and Rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors of your Company, in its meeting held on Tuesday, February 24, 2026, has appointed M/s Tambi Ashok & Associates, Chartered Accountants (Firm Registration No. 005301C) as the Internal Auditor of the company for the term of Two Consecutive Financial Years Commencing from Financial Year 2025-26 till Financial Year 2026-27.

The audit observations during the year were presented to the Audit Committee with a summary briefed to the Board, together with the status of the management actions and the progress of the implementation of the recommendations on a regular basis.

The Internal Audit Report does not contain any qualification, reservation or adverse remark which is affecting the financials. d. Cost Auditor and Maintenance of Cost records

The Company is not required to maintain cost accounts and records as required under Section 148(1) of the Companies Act, 2013 read with rules made thereunder and hence appointment of Cost Auditor is not applicable to your Company.

Reporting of Fraud

During the year under review, the Statutory Auditors, Secretarial Auditors and Internal Auditors have not reported any instances of frauds committed in the Company by its officers or employees to the Audit Committee under Section 143(12) of the Companies Act, 2013, the details of which need to be mentioned in the Boards Report.

26. INTERNAL FINANCIAL CONTROLS

The Company maintains a robust internal financial control system to ensure the orderly and efficient conduct of its business operations. These encompass adherence to internal policies, safeguarding of assets, prevention and detection of frauds and errors, accuracy and completeness of accounting records, and the timely preparation of accurate financial information. The Audit Committee regularly reviews the adequacy and effectiveness of the internal control systems and provides recommendations for their continuous improvement. During the year under review, neither the Internal Auditor nor the Statutory Auditors has given modified opinion on the efficiency or effectiveness of internal financial controls of the Company.

27. SECRETARIAL STANDARDS

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

28. DEPOSITS

Your Company had not accepted any deposits from the public, or its employees, within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review and there is no amount which qualifies as deposit outstanding as on the date of balance sheet and not in compliance with the requirement of chapter V of the Act.

29. PREVENTION OF INSIDER TRADING

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 and amendments thereto, the Company has in place a Code of Conduct to regulate, monitor and report trading by Insiders for prevention of insider trading. The Code lays down guidelines and procedures to be followed and disclosures to be made by Designated Persons and other connected persons while dealing in the Companys shares. The Code, inter alia, contains regulations for preservation of unpublished price sensitive information, pre-clearance of trades, etc. The Companys code of conduct for prevention of Insider Trading can be accessed on the website of the Company at https://www.shyamspices.co.in/pages/policies 30. VIGIL MECHANISM/WHISTLE BLOWER POLICY

Pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Company had adopted Whistle Blower Policy for Directors and employees. The Company believes in the policy of ethical and lawful business conduct and as a part of this policy strives to carry on its business activities in fair, transparent and professional manner. The Company has continuously strived for developing an environment which would be safe for its employees. The Company has adopted a Code of Conduct for Directors and Senior Management Executives (Code), which lays down the principles and standards that should govern the actions of the Company and its employees. Any actual or potential violation of the code, howsoever insignificant or perceived as such, would be a matter of serious concerns for the Company. The policy aims to provide for adequate safeguards against victimization of persons who use such mechanism and also make provisions for direct access to the Chairperson of the Audit Committee in appropriate or exceptional cases.

During the Financial Year under review, no whistle blower event was reported and mechanism functioning well. No personnel have been denied access to the Chairperson of Audit Committee. The policy is available on the website of the company at https://www.shyamspices.co.in/pages/policies

31. RISK MANAGEMENT

Your Company has a Risk Management Policy which identifies and evaluates business risks and opportunities. The Company recognize that these risks need to be managed and mitigated to protect the interest of the stakeholders and to achieve business objectives. The risk management framework is aimed at effectively mitigating the Companys various business and operational risks, through strategic actions.

The Risk Management policy may be accessed on the Companys website at https://www.shyamspices.co.in/pages/ policies 32. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance towards sexual harassment at the workplace. The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules made thereunder.

Internal Complaints Committees (ICC) have been constituted to redress complaints of sexual harassment and the Company has complied with the provisions relating to the constitution of ICC under the POSH Act. The ICC includes external member with relevant experience.

The Prevention of Sexual Harassment Policy may be accessed on the Companys website at https://www.shyamspices. co.in/pages/policies

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

No. of Complaints pending at the beginning of the year	Nil
No. of Complaints received during the year	Nil
No. of Complaints disposed of during the year	Nil
No. of cases pending at the end of the year	Nil

33. NOMINATION AND REMUNERATION POLICY AND PERFORMANCE EVALUATION CRITERIA

The Nomination and Remuneration Policy (the Policy) has been formulated by the Company in compliance with Section 178(3) of the Companies Act, 2013. In accordance with the Nomination and Remuneration Policy, Nomination and Remuneration Committee (NRC) formulates the criteria for appointment of Directors, Key Managerial Personnel (KMP) and Senior Management Personnel. The NRC identifies persons who are qualified to become Directors and nominates candidates for Directorships subject to the approval of Board.

The NRC also recommends the remuneration payable to the Managing Director and Whole-time Directors and ensures that the remuneration to Key Managerial Personnel, Senior Management and other employees is based on Companys overall philosophy and guidelines and is based on industry standards, linked to performance of the self and the Company. The Nomination and Remuneration Committee (NRC) has also formulated criteria for evaluation of the performance of the Board, its Committees and individual Directors, including Independent Directors.

The Companys Nomination and Remuneration Policy for Directors, Key Managerial Personnel and senior management is available on the website at https://www.shyamspices.co.in/pages/policies 34. CORPORATE POLICIES

Your Board seeks to promote and follow the highest level of ethical standards in all our business transactions guided by our value system. Listing Regulations mandate, the formulation of certain policies for all listed companies. The policies are available on the Companys website at https://www.shyamspices.co.in/pages/policies . The policies are reviewed periodically by the Board and updated as needed.

35. PARTICULARS OF EMPLOYEES

Disclosure pertaining to remuneration and other details as required under Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 annexed with Boards Report as

Annexure-C.

36. REMUNERATION OF DIRECTORS a. Details of Remuneration paid to Executive Directors

Managing Directors/Whole-time Directors are eligible for remuneration as may be approved by the shareholders of the Company on the recommendation of the Committee and the Board of Directors.

During Financial year 2025-26, following remuneration was paid to the Executive Directors:

(Rs. in Lakhs)

Name of Directors	Designation	Basic Salary	Allowances & Perquisites	Provident Fund	Total
Ramawtar Agarwal	Chairman and Managing Director	60	0	0	60
Mamta Devi Agarwal	Whole-time Director	48	0	0	48
Vithal Agarwal	Whole-time Director	48	0	0	48

b. Details of Remuneration paid to Non-Executive Directors (including Independent Directors)

Non-Executive Directors (including Independent Directors) are paid sitting fees of Rs. 10,000/- for attending each meeting of the Board of Directors and the Committee thereof.

The details of sitting fees paid to the Non-Executive Directors (including Independent Directors) during Financial year 2025-26 are as follows:

(Rs. in Lakhs)

Name of Directors	Designation	Sitting Fees
Kanhiya Lal Sharma	Non-Executive Director	0.8
Banwari Lal Gupta	Independent Director	3.5
Birdi Mal Dasot	Independent Director	1.7

There has been no pecuniary relationship or transaction between the Company and Non-Executive Directors during the Financial Year 2025-26 except to the extent of sitting fees for meetings of the Board/Committee(s) of Directors attended by them.

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

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is furnished in Annexure-E and forms part of this Report.

38. DEMATERIALIZATION OF SHARES

The Companys equity shares are admitted to the depository system under the International Securities Identification Number (ISIN) INE1CRP01016. The Company has appointed Bigshare Services Pvt. Ltd. as its Registrar and Share Transfer Agent to facilitate the dematerialization of its shares. The Companys shares are compulsorily tradable in electronic form. As on the date of this report, 100% of the Companys total paid up capital are in dematerialized form.

Pursuant to amendments in Listing Regulations, requests for effecting transfer of securities in physical form, shall not be processed by the Company and all requests for transmission, transposition, issue of duplicate share certificate, renewal/ exchange of securities certificate and endorsement need to be processed only in dematerialized form.

39. NON-APPLICABILITY OF CORPORATE GOVERNANCE

As our Company has been listed on SME Emerge Platform of National Stock Exchange of India Limited (NSE), by virtue of Regulation 15 of the Listing Regulations the compliance with the Corporate Governance provisions as specified in regulation 17 to 27 and Clauses (b) to (i) and (t) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance Report does not form a part of this Board Report.

40. DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

During the period under review, there were no applications made or proceedings pending in the name of the Company under the Insolvency and Bankruptcy Code, 2016.

41. DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS

During the period under review, there has been no one-time settlement of Loan taken from Banks and Financial Institutions.

42. MATERNITY BENEFIT

The Company has complied with the provisions of the Maternity Benefit Act, 1961, including all applicable amendments and rules framed thereunder. All eligible female employees have been extended the benefits as per the Act. The Company is committed to ensuring a safe, inclusive, and supportive workplace for women employees.

43. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/ UNCLAIMED SUSPENSE ACCOUNT

As per the confirmation given by Registrar and Transfer Agent, the Company has Nil shares that remains unclaimed by the shareholders of the Company. All shares of the Company are held in demat form and have been duly claimed by the respective shareholders. Hence, the Company is not required to undergo the procedural requirements of Schedule VI of the SEBI (LODR) Regulations, 2015. a. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the beginning of the year: Nil b. Number of shareholders who approached listed entity for transfer of shares from suspense account during the year: Nil c. Number of shareholders to whom shares were transferred from suspense account during the year: Nil d. Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year: Nil e. That the voting rights on these shares shall remain frozen till the rightful owner of such shares claims the shares: Nil

44. DISCLOSURES OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES

Pursuant to the requirements of Regulation 30A, read with Clause 5A of Para A of Part A of Schedule III of the Listing Regulations, the Company confirms that during the financial year 2025-26, no such binding agreements were executed by the Company, its Promoters, Directors or other specified parties that fall within the ambit of this regulatory requirement. Consequently, no disclosures are required to report under this provision for the year under review.

45. OTHER DISCLSOURES a. The Company has not issued any debentures, warrants, bonds, sweat equity shares, any shares with differential rights or any convertible & non-convertible securities during the year under review. b. There was no revision of financial statements and Boards Report of the Company during the year under review. c. Other disclosures with respect to Boards Report as required under the Companies Act, 2013 read with the Rules notified thereunder and the Listing Regulations are either Nil or Not Applicable.

46. ACKNOWLEDGEMENT

Your directors would like to express their sincere appreciation for the assistance and co-operation received from the banks, Government authorities, customers, vendors, and members during the financial year under review. Your directors take this opportunity to place on record their deep sense of appreciation for the services committed by the Companys executives, staff and workers. The Directors would also like to thank the shareholders for their support and contribution. We look forward to their continued support in future.

For & on behalf of Board of Directors
ForShyam Dhani Industries Limited

Ramawtar Agarwal	Vithal Agarwal
Chairman and Managing Director	Whole-time Director
(DIN: 03289121)	(DIN: 07784499)

Place: Jaipur
Date: September 02, 2026