Sihora Industries Ltd Directors Report

Dear Shareholders,

The Board of Directors hereby submits the report of the business and operations of Sihora Industries Limited (the Company), along with the audited financial statements, for the financial year ended March 31, 2026.

CORPORATE OVERVIEW

Sihora Industries Limited (the Company or Sihora) is engaged in the manufacturing and sale of narrow woven fabrics, lace, digitally printed narrow fabrics, woven labels, tapes, zippers, elastics, and other textile products, including technical textiles, catering to the requirements of the fashion and industrial sectors.

The Company was originally incorporated as Sihora Industries Private Limited under the provisions of the Companies Act, 2013, vide Certificate of Incorporation dated August 10, 2023, issued by the Registrar of Companies, Central Registration Centre. The Company was incorporated with the objective of taking over and continuing the existing business operations of Sihora Narrow Fabrics, a proprietary firm owned by the Promoter, Mr. Gautam Vallabhbhai Sihora. The business of Sihora Narrow Fabrics, along with all its assets and liabilities, was taken over by the Company on October 17, 2023.

Subsequently, pursuant to a special resolution passed at the ExtraOrdinary General Meeting held on June 12, 2024, the Company was converted from a private limited company into a public limited company. Accordingly, the name of the Company was changed from Sihora Industries Private Limited to Sihora Industries Limited, and a fresh Certificate of Incorporation dated July 17, 2024, was issued by the Registrar of Companies, Ahmedabad. The Corporate Identification Number (CIN) of the Company is L13999GJ2023PLC143747.

With the objective of raising equity capital to support its growth and expansion plans, the Company initiated the process for an Initial Public Offering (IPO) by approaching BSE Limited (BSE). Pursuant to its application, the Company received the In- Principle Approval from BSE on September 22, 2025, for the proposed IPO. Thereafter, upon completion of the requisite regulatory and procedural formalities, the Companys equity shares were successfully listed on the SME Platform of BSE Limited on October 17, 2025.

The Promoters of the Company, Mr. Gautam Vallabhbhai Sihora and Mrs. Priyal Gautamkumar Sihora, are the original subscribers to the Memorandum of Association of the Company. The Promoters possess combined experience of more than 10 years in the textile industry, providing the Company with valuable industry knowledge and operational expertise.

Headquartered in Surat, Gujarat, the Company is engaged in the manufacturing and sale of woven fabrics, woven labels, fancy lace, zippers, elastics, and other textile products. The Company primarily caters to domestic markets, supplying products that are widely used across the fashion industry, packaging industry, and various industrial applications.

The Companys manufacturing facility is equipped with modern technology and machinery designed to meet quality standards and support efficient production processes. The manufacturing operations are carried out in accordance with stringent quality control measures to ensure consistency, durability, and reliability of products. The manufacturing unit of the Company is located at PL 34/D/1/2/3 Laxminarayan, BRC Compound, Udhna, Mangrol, Surat- 394210, Gujarat, India.

The Company focuses on understanding customer requirements and considers various factors, including customer preferences, end- use applications, climate conditions, budget considerations, and quality expectations, while developing and delivering textile solutions. The selection of appropriate raw materials plays a critical role in manufacturing specialized textile products, as it directly influences the comfort, durability, performance, and overall quality of the finished products.

FINANCIAL YEAR 2025-26 AT GLANCE

Particulars F.Y. 2025-26 F.Y. 2024-25

Revenue from Operations 1,891.98 1,456.20

Other Income 61.28 50.26

Total Income 1,953.26 1,506.46

Less: Total Expenses before Depreciation, Finance Cost and Tax 1,694.42 1,126.99

Profit before Depreciation, Finance Cost and Tax 258.84 379.47

Less: Depreciation 97.50 42.24

Less: Finance Cost 31.36 86.99

Profit Before Extraordinary & Exceptional Items and Tax 129.98 250.24

Less: Prior Period Item 0.00 0.00

Profit before tax 129.98 250.24

Less: Current Tax 39.18 66.61

Less: Deferred tax Liability (Asset) (5.70) (3.16)

Less: Excess/Short Provision Written back/off 0.00 0.00

Profit after Tax 96.50 186.79

1,456.20 lakhs in FY 2024- 25 to 1,891.98 lakhs in FY 2025- 26, reflecting strong top- line growth. Total Income also rose by

29.7

%

29.7% to 1,953.26 lakhs, supported by a modest increase in other income.

Profit before Tax for the financial year 2025- 26 stood at INR 129.98 Lakhs as against Profit before Tax of INR 250.24 Lakhs for the financial year 2024- 25.

Overall, while the company achieved healthy revenue growth during FY 2025- 26, profitability weakened due to a substantial increase in operating expenses and depreciation, resulting in significantly lower pre- tax and post- tax earnings compared to the previous year.

The Board is making its continuous efforts for re- visiting the policies of the Company and increasing the capacity utilization of manufacturing capacity. The Board expects a growth in the Revenue from operations and ultimately an increase in the Net Profit over the upcoming years.

DIVIDEND

With view to save the profit for future expansion purpose, the Board of Directors regret to recommend any dividend (Previous Year Nil).

TRANSFER TO GENERAL RESERVE

Your Directors do not propose to transfer any amount to the General Reserves. The Board of Directors of the Company have decided to carry the entire amount of Net profit to the Balance Sheet.

CHANGE IN NATURE OF BUSINESS

During the year, your Company has not changed its business and continues to be in the same line of business as per the main object of the Company.

LISTING OF COMPANY

Pursuant to the special resolution passed by the Members at the Extraordinary General Meeting held on December 12, 2024, the Company approved the issuance of fresh equity shares to the public through an Initial Public Offering (IPO). During the year under review, the Companys equity shares were successfully listed on the SME Platform of BSE Limited on October 17, 2025.

SHARE CAPITAL

During the year under review, following changes were carried out in the share capital of the Company:

Authorized Capital

There were no changes in the Authorized Capital of your Company during the period under review. The Authorized Share Capital of the Company, as at closure of financial year 2025- 26, was INR 6,00,00,000/- (Rupees Six Crores Only) divided into 6000000 (Sixty Lakhs) Equity Shares of INR 10.00 each.

The Board comprise following Directors;

There were no other changes took place in the Authorized Share Capital of the Company during the period beginning from closure of financial year 2025- 26 to till the date of this report.

Issued, Subscribed & Paid-up Capital

During the year under review, the company had made an initial public offering (IPO) cum offer for sale of 1600000 equity shares in aggregate of face value of Rs.10/- each fully paid up for cash at a price of Rs.66/- per equity share (including share premium of Rs.56 per equity share) aggregating to Rs. 1,056.00/- Lakhs. The equity shares were allotted on October 15, 2025. The equity shares of the company got listed on BSE SME Platform on October 17, 2025.

Therefore, Issued, Subscribed & Paid- up share Capital of the Company as at closure of financial year 2025- 26, was INR 5,32,74,000.00 divided into 5327400 Equity Shares of INR 10.00 each.

There were no other changes took place in the Issued, Subscribed & Paid- up share Capital of the Company during the period beginning from closure of financial year 2025- 26 till the date of this report.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Constitution of Board

The composition of Board complies with the requirements of the Companies Act, 2013 (Act). Further, in pursuance of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations), the Company is exempted from requirement of having composition of Board as per Regulation 17 of Listing Regulations.

None of the Directors of Board is a member of more than ten Committees or Chairperson of more than five committees across all the Public companies in which they are Director. The necessary disclosures regarding Committee positions have been made by all the Directors.

None of the Director of the Company is serving as a Whole- Time Director in any Listed Company and is holding position of Independent Director in more than 3 Listed Company. Neither any of the Director of the Company is holding position as Director in more than 7 listed entities nor any of the Director of the Company serve as Independent Director in more than 7 listed entities.

The Board of the Company comprises five Directors out of which two are Promoter Executive Directors and one is Professional Non- Executive Non- Independent Director and two are Non- Executive Independent Directors.

Name of Director Category Cum Designation Date of Appointment at current Term Total Directorship No. of Committee in which Director is Member No. of in which Director is Chairperson Shares held as on March 31, 2026

Mr. Gautam Vallabhbhai Sihora* Chairman & Managing Director October 25, 2024 1 2 0 3,13,2900

Mrs. Priyal Gautamkumar Sihora Whole-Time Director October 25, 2024 1 0 0 5,88,225

Mr. Chirag Rameshhai Dhameliya Non-Executive Director September 30, 2024 1 0 0 0

Mr. Rajesh Kalubhai Mepani Independent Director November 11, 2024 4 6 3 0

Mr. Pratik Mansukhbhai Radadiya Independent Director November 11, 2024 1 2 2 0

* Committee includes Audit Committee and Shareholders Grievances Committee across all Public Companies.

?

? Excluding Foreign Companies, Section 8 Companies & struck off Companies.

F

F Acting as the Chairperson of the Board.

Disclosure by Directors

The Directors on the Board have submitted notice of interest under Section 184(1) i.e. in Form MBP 1, intimation under Section 164(2) i.e. in Form DIR 8 and declaration as to compliance with the Code of Conduct of the Company. None of the Directors of the Company is disqualified for being appointed as Director as specified in Section 164 (2) of the Companies Act, 2013.

Board Meeting

Regular meetings of the Board are held, inter- alia, to review and discuss the various businesses that require the approval of the Board. Additional Board meetings are convened, as and when required, to discuss and decide on various business policies, strategies and other businesses. The Board meetings are generally held at registered office of the Company.

During the year under review, Board of Directors of the Company met 13 (Thirteen) times, viz April 02, 2025, June 18, 2025, June 23, 2025, July 01, 2025, July 10, 2025, August 08, 2025, September 01, 2025, September 25, 2025, September 29, 2025, October 01, 2025, October 06, 2025, November 12, 2025 and January 31, 2026. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in section 173 of the Act.

The details of attendance of each Director at the Board Meeting and Annual General Meeting are given below.

Name of Director Gautam Sihora Priyal Sihora Chirag Dhameliya Rajesh Mepani Pratik Radadiya

Number of Board Meeting held 13 13 13 13 13

Number of Board Meetings Eligible to attend 13 13 13 13 13

Name of Board Meeting attended 13 13 13 13 13

Presence at the previous AGM Yes Yes Yes Yes Yes

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made there under, the Company had two Non- Executive Independent Directors in line with the Companies Act, 2013. Further, both the Independent Directors of the Company had registered themselves in the Independent Directors Data Bank.

A separate meeting of Independent Directors was held on March 06, 2026 to review the performance of Non- Independent Directors, Board as whole and performance of Chairperson of the Company including assessment of quality, quantity and timeliness of flow of information between Company management and Board.

The terms and conditions of appointment of Independent Directors and Code for Independent Director are incorporated on the website of the Company at www.sihoragroup.com.

The Company has received necessary declaration from each independent director under Section 149 (7) of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149 (6) of the Companies Act, 2013.

Information on Directorate

During the year under review, there were no changes in the constitution of the Board of Directors.

In accordance with the provisions of the Articles of Association and Section 152 of the Companies Act, 2013, Mr. Chirag Rameshhai Dhameliya, Non- executive Director of the Company retires by rotation at the ensuing annual general meeting. He, being eligible, has offered himself for re- appointment as such and seeks re- appointment. The Board of Directors recommend his re- appointment as such on the Board.

The relevant details, as required under Secretarial Standards- II issued by ICSI, of the person seeking re- appointment as Director is annexed to the Notice convening the Annual General Meeting.

Key Managerial Personnel

During the year under review, there were no changes in the constitution in the Key Managerial Personnel of the Company except the following:

Name Date of Change/ Appointment Date of Approval by the Board Date of Approval by the Shareholders Nature of Change

Dhara Vaghasiya June 18, 2025 June 18, 2025 NA Appointment as Company Secretary & Compliance Officer

In accordance with Section 203 of the Companies Act, 2013, during the year under review, the Company had appointed Mrs. Dhara Vaghasiya as Company Secretary & Compliance Officer (w.e.f. June 18, 2025) of the Company, who were acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

As on date of this report, the Company has Mr. Gautam Sihora as Chairman and Managing Director, Mrs. Priyal Sihora as Whole- Time Director, Mr. Paresh Mangukiya as Chief Financial Officer and Mrs. Dhara Vaghasiya as Company Secretary and Compliance Officer who are acting as Key Managerial Personnel in accordance with Section 203 of the Companies Act, 2013.

Performance Evaluation

The Board of Directors in consultation with Nomination and Remuneration Committee has come up with the methodology and policy for annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 in the following manners;

The performance of the board shall be evaluated by the board, after seeking inputs from all the directors, on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning etc.

The performance of the committees shall be evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The board and the nomination and remuneration committee shall review the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In addition, the performance of chairperson shall also be evaluated on the key aspects of his role.

Separate meeting of independent directors was held on March 06, 2026 to evaluate the performance of non- independent directors, performance of the board as a whole and performance of the chairperson, considering the views of executive directors and non- executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

Directors Responsibility Statement

Pursuant to section 134(5) of the Companies Act, 2013, the board of directors, to the best of their knowledge and ability, confirm that:

a) In preparation of annual accounts for the year ended March 31, 2026, the applicable accounting standards have been followed and that no material departures have been made from the same;

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 at the end of the financial year and of the profit or loss of the Company for that year;

c) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) The Directors had prepared the annual accounts for the year ended March 31, 2026 on going concern basis.

e) The Directors had laid down the internal financial controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

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

COMMITTEES OF BOARD

The Board of Directors, in line with the requirement of the act, has formed various committees, details of which are given hereunder.

Audit Committee

Stakeholders Relationship Committee

Nomination and Remuneration Committee

The composition of each of the above Committees, their respective role and responsibility are detailed in the Report on Corporate Governance annexed to this Report.

1. Audit Committee

The Board of Directors of our Company has, in pursuance to provisions of Section 177 of the Companies Act, 2013 and rules made thereunder, as amended from time to time, read with SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as applicable, in its meeting held on November 18, 2024 constituted Audit Committee.

During the year under review, nine meetings of the Committee were held viz. April 02, 2025, June 23, 2025, July 01, 2025, July 10, 2025, September 25, 2025, September 29, 2025, October 01, 2025, November 12, 2025 and March 06, 2026.

The composition of the Committee during the year and the details of meetings attended by its members are given below:

Name of Members Category Designation in Committee Held Eligible to attend Attended

Pratik Mansukhbahi Radadiya Non-Executive Independent Director Chairperson 9 9 9

Rajesh Kalubhai Mepani Non-Executive Independent Director Member 9 9 9

Gautam Vallabhbhai Sihora Chairman and Managing Director Member 9 9 9

Company Secretary and Compliance officer of the Company shall provide secretarial support to the Committee.

Terms of Reference of the Audit Committee:

i. Recommendation for the appointment, re-appointment and if required, the replacement or removal of the statutory auditor, their remuneration and fixation of terms of appointment of the Auditors of the Company;

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

iii. Examination of financial statement and auditors report thereon including interim financial result before submission to the Board of Directors for approval, particularly with respect to;

a. Changes, if any, in accounting policies and practices and reasons for the same,

b. Major accounting entries involving estimates based on the exercise of judgment by management,

c. Significant adjustments made in the financial statements arising out of audit findings,

Compliance with listing and other legal requirements relating to financial statements,

e. Disclosure of any related party transactions,

f. Modified opinion(s) / Qualifications in the draft audit report.

iv. Approval or any subsequent modification of transactions of the Company with related party, subject following conditions;

The Audit Committee may make omnibus approval for related party transactions proposed to be entered in to by the Company subject to such conditions provided under the Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof;

In case of transaction, other than transactions referred to in section 188 of Companies Act 2013 or any subsequent modification(s) or amendment(s) thereof, and where Audit Committee does not approve the transaction, it shall make its recommendations to the Board;

In case any transaction involving any amount not exceeding one crore rupees is entered into by a director or officer of the company without obtaining the approval of the Audit Committee and it is not ratified by the Audit Committee within three months from the date of the transaction, such transaction shall be voidable at the option of the Audit Committee;

v. Reviewing, with the management, and monitoring the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document/ prospectus, and making appropriate recommendations to the Board to take up steps in this matter;

vi. Scrutiny of Inter- corporate loans and investments;

vii. Reviewing and discussing 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;

viii. To review the functioning of the Whistle Blower mechanism, in case the same is existing;

ix. Valuation of undertakings or assets of the company, where ever it is necessary;

x. Evaluation of internal financial controls and risk management systems and reviewing, with the management, performance of internal auditors, and adequacy of the internal control systems; and

xi. 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;

xii. To monitor the end use of fund invested or given by the Company to Subsidiary Companies; and

xiii. Carrying out any other function as assigned by the Board of Directors from time to time.

Review of information to be done by the Audit Committee:

i. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

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

iii. Internal audit reports relating to internal control weaknesses; and

iv. The appointment, removal and terms of remuneration of the Internal Auditor.

v. Quarterly / half yearly statement of deviation(s), if applicable, submitted to stock exchange(s) in terms of Regulation 32(1);

vi. Annual statement of funds utilized for purposes other than those stated in the offer document/ prospectus.

Powers of the Audit Committee:

i. To investigate any activity within its terms of reference;

ii. To seek information from any employees;

iii. To obtain outside legal or other professional advice; and

iv. To secure attendance of outsiders with relevant expertise, if it considers necessary.

v. Call for the comments of the auditors about internal control systems, the scope of audit, including the observations of the auditors and review of financial statement before their submission to the Board and may also discuss any related issues with the internal and statutory auditors and the management of the company.

vi. To investigate into any matter in relation to the items specified in sub-section (4) of Section 177 of the Companies Act, 2013 or referred to it by the Board and for this purpose shall have power to obtain professional advice from external sources and have full access to information contained in the records of the company.

Quorum and Meetings

The committee shall meet at least four times in a financial year and not more than 120 days shall elapse between any two meetings. The quorum of the meeting of the Audit Committee shall be one third of total members of the Audit Committee or 2, whichever is higher, subject to minimum two Independent Director shall be present at the Meeting.

Vigil Mechanism

The Company has established a vigil mechanism and accordingly framed a Whistle Blower Policy. The policy enables the employees to report to the management instances of unethical behavior, actual or suspected fraud or violation of Companys Code of Conduct. Further the mechanism adopted by the Company encourages the Whistle Blower to report genuine concerns or grievances and provide for adequate safe guards against victimization of the Whistle Blower who avails of such mechanism and also provides for direct access to the Chairperson of the Audit Committee, in exceptional cases. The functioning of vigil mechanism shall be reviewed by the Audit Committee from time to time. None of the Whistle blowers shall be denied access to the Audit Committee of the Board. The Whistle Blower Policy of the Company is available on the website of the Company at www.shiarogroup.com.

2. Nomination and Remuneration Committee:

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013 and rules made thereunder, as amended from time to time, read with SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as applicable, in its meeting held on November 18, 2024 constituted Nomination and Remuneration Committee.

During the year under review, two meetings of the Committee were held viz. June 18, 2025 and January 31, 2026.

The composition of the Committee during the year and the details of meetings attended by its members are given below:

Name of Members Category Designation in Committee Held Eligible to attend Attended

Pratik Mansukhbahi Radadiya Non-Executive Independent Director Chairperson 2 2 2

Rajesh Kalubhai Mepani Non-Executive Independent Director Member 2 2 2

Chirag Rameshbahi Dhameliya Non-executive Director Member 2 2 2

Company Secretary and Compliance officer of the Company shall provide secretarial support to the Committee.

Terms of reference

Role of Nomination and Remuneration Committee shall include but not limited to: -

i. Formulation of 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;

ii. Formulation of criteria for evaluation of Independent Directors and the Board;

iii. To ensure that the relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

iv. Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board of Directors their appointment and removal and shall carry out evaluation of every directors performance.

v. To specify the manner for effective evaluation of performance of Board, its committees and individual directors to be carried out either by the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its implementation and compliance.

Quorum and Meetings

The Committee is required to meet at least once in a financial year. The quorum necessary for a meeting of the Nomination and Remuneration Committee is one third of total members of the Nomination and Remuneration Committee or 2 members, whichever is higher, including at least one independent director in attendance.

Nomination and Remuneration Policy:

Nomination and Remuneration Policy in the Company is designed to create a high- performance culture. It enables the Company to attract motivated and retained manpower in competitive market, and to harmonize the aspirations of human resources consistent with the goals of the Company. The Company pays remuneration by way of salary, benefits, perquisites and allowances to its Executive Directors and Key Managerial Personnel. Annual increments are decided by the Nomination and Remuneration Committee within the salary scale approved by the members and are effective from April 1, of each year.

Key points of the Nomination and Remuneration Policy are;

a. Policy on Appointment of Directors, Key Managerial Personnel and Senior Management Personnel:

The policy is formulated to identify and ascertain the integrity, qualification, expertise and experience of the person for appointment as Director, Key Managerial Personnel and Senior Management personnel and recommend to the Board for his / her appointment. A person should possess adequate qualification, expertise and experience for the position he/ she is considered for appointment. In case of appointment of Independent Director, the Committee shall satisfy itself that number of Boards on which such Independent Director serves, is restricted to applicable regulations in force.

b. Policy on remuneration of Director, KMP and Senior Management Personnel:

The Companys remuneration policy is driven by the success and performance of Director, KMP and Senior Management Personnel vis- a- vis the Company. The Company follows mixed of fixed pay, benefits and performance based variable pay. The Company pays remuneration by way of salary, benefits, perquisites and allowance. The remuneration and sitting fees paid by the Company are within the salary scale approved by the Board and Shareholders.

The Nomination and Remuneration Policy, as adopted by the Board of Directors, is placed on the website of the Company at https://sinharogroup.com/wp- content/uploads/2025/07/Nominationand- Remuneration- Policy.pdf.

Remuneration of Directors:

Name of Directors Designation Salary Sitting Fees Perquisite Total

Mr. Gautam Vallabhbhai Sihora Chairman & Managing Director 36.00 - - 36.00

Mrs. Priyal Gautakumar Sihora Whole-Time Director 24.00 - - 24.00

Mr. Chirag Rameshhai Dhameliya Non-Executive Director - 0.27 - 0.27

Mr. Rajesh Kalubhai Mepani Independent Director - 0.43 - 0.43

Mr. Pratik Mansukhbahi Radadiya Independent Director - 0.43 - 0.43

3. Stakeholders Relationship Committee

The Board of Directors of our Company has, in pursuance to provisions of Section 178 of the Companies Act, 2013 and rules made thereunder, as amended from time to time, read with SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, as applicable, in its meeting held on November 18, 2024 constituted Stakeholders Relationship Committee.

During the year under review, two meetings of the Committee were held viz. November 12, 2025 and January 31, 2026.

The composition of the Committee during the year and the details of meetings attended by its members are given below:

Name of Members Category Designation in Committee Held Eligible to attend Attended

Pratik Mansukhbahi Radadiya Non-Executive Independent Director Chairperson 2 2 2

Rajesh Kalubhai Mepani Non-Executive Independent Director Member 2 2 2

Gautam Vallabhbhai Sihora Chairman and Managing Director Member 2 2 2

Company Secretary and Compliance officer of the Company shall provide secretarial support to the Committee.

Terms of Reference

To supervise and ensure;

i. Efficient transfer of shares; including review of cases for refusal of transfer / transmission of shares;

ii. Redressal of shareholder and investor complaints like transfer of Shares, non-receipt of balance sheet, non-receipt of declared dividends etc.;

iii. Issue duplicate/split/consolidated share certificates;

iv. Dematerialization/Rematerialization of Share;

v. Review of cases for refusal of transfer / transmission of shares and debentures;

vi. Reference to statutory and regulatory authorities regarding investor grievances and to otherwise ensure proper and timely attendance and redressal of investor queries and grievances;

Provided that inability to resolve or consider any grievance by the Stakeholders Relationship Committee in good faith shall not constitute a contravention of Section 178 of Companies Act, 2013 or any subsequent modification(s) or amendment(s) thereof.

vii. Such other matters as may be required by any statutory, contractual or other regulatory requirements to be attended to by such committee from time to time.

Quorum and Meetings

The Stakeholders Relationship Committee shall meet at least once in a financial year. The quorum shall be one third of total members of the Stakeholders Relationship Committee or 2 members, whichever is higher.

UTILIZATION OF PROCEEDS OF PREFERENTIAL ISSUE /IPO:

During the year under review, the Company had made an initial public offering (IPO) of 160000 equity shares in aggregate of face value of Rs.10/- each fully paid up for cash at a price of Rs.66/- per equity share. (Including share premium of Rs. 56 per equity share) aggregating to Rs. 1,056.00/- Lakhs.

The proceeds of said issue have been utilized by the Company till the date of this report as under in the manner given below:

Sr. No. Particulars of Object(s) Total Amount Raised and to be Funded from the Issue Proceeds Amount Utilized Unutilized Amount Status

1. Funding Capital Expenditure towards purchase of additional plant & machinery 200.00 122.92 77.08 Unutilized amount is kept as Fixed Deposit with ICICI Bank Limited

2. Repayment or prepayment, in full or in part, of borrowings availed by our Company from banks and financial Institutions 257.63 257.63 -- --

3. To meet additional working capital requirements 350.00 350.00 -- --

4. General Corporate Purposes 155.00 155.00 -- --

5. Public Issue Related Expenses 93.37 84.14 9.24 Unutilized amount is kept as Fixed Deposit with ICICI Bank Limited

Total 1,056.00 969.69 86.32 -

Following the period under review, the Company, pursuant to a Special Resolution passed through Postal Ballot on August 17, 2026, approved the following alteration to the terms of the objects of the Public Issue as stated in the Companys Prospectus dated October 6, 2025:

scheduling and various energy saving initiatives in all areas of production. However, the Company has not installed any alternate source of energy running on renewable energy source.

iii.) The capital investment on energy conservation equipment: Nil

B. Technology absorption -

i.) The effort made towards technology absorption

The Company always keeps itself updated with all the latest technological innovation by way of constant communications with consulting experts. Efforts are being made to make maximum use of available infrastructure, at the same time innovating new techniques to bring efficiency and economy in different areas.

ii.) The benefit derived like product improvement, cost reduction, product development or import substitution

Not Applicable

iii.) In case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

There is no import of technology since incorporation of Company. Hence information as required to be provided under rule 9.8 (3) (B) (iii) of Companies (Accounts) Rules, 2014, is NIL.

iv.) The expenditure incurred on Research and Development.

NIL

C. Foreign Exchange Earnings & Expenditure -

The Foreign Exchange earned during the period under Report was NIL.

The Foreign Exchange outgo during the period under Report was INR 116.84 Lakhs for import of Capital Goods.

PARTICULAR OF EMPLOYEES

The ratio of the remuneration of each executive director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to this Report as Annexure - 2.

The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is opened for inspection in electronic form. Any Member interested in obtaining a copy of the same may write to the Company Secretary.

MAINTENANCE OF COST RECORDS

The maintenance of cost records is not specified by the Central Government under sub- section (1) of section 148 of the Companies Act, 2013 accordingly, such records are not made and maintained by the Company.

MATERIAL CHANGES AND COMMITMENT

There have been no material changes and commitments for the likely impact affecting financial position between end of the financial year and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

Your Company does not have any Subsidiaries/Joint Venture/Associate Company.

CORPORATE GOVERNANCE

Your Company strives to incorporate the appropriate standards for corporate governance. However, pursuant to Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Company is not required to mandatorily comply with the provisions of certain regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and therefore the Company has not provided a separate report on Corporate Governance. However, Company is complying with few of the exempted regulations voluntarily and details of same are provided in this report under the respective heading.

DETAILS OF DIFFERENCE BETWEEN VALUATION AMOUNT ON ONE TIME SETTLEMENT AND VALUATION WHILE AVAILING LOAN FROM BANKS AND FINANCIAL INSTITUTIONS:

During the year under review, the company has not entered into any one- time settlement with banks or financial institutions and accordingly, the provisions of the said section are not applicable.

DETAILS OF THE DESIGNATED OFFICER:

Ms. Dhara Jatin Vaghasiya, Company Secretary & Compliance officer of the company is acting as Designated officer under Rule (9) (5) of the Companies (Management and Administration) Rules, 2014.

RISK MANAGEMENT

A well- defined risk management mechanism covering the risk mapping and trend analysis, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non- business risks.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company acknowledges that while business risks cannot be eliminated entirely, they can be effectively managed through a comprehensive risk management and internal control framework. Accordingly, continuous efforts are made to identify, evaluate, and mitigate risks so as to minimize their impact on the Companys operations.

The Company has established adequate internal control systems across all functional areas to ensure the orderly and efficient conduct of business, safeguarding of assets, compliance with applicable laws and regulations, accuracy and reliability of financial reporting, and optimum utilization of resources in achieving the Companys objectives.

To further strengthen the internal control framework, the Company has implemented a well- defined internal audit mechanism. The Internal Auditor conducts independent reviews of the adequacy and effectiveness of the internal control systems, risk management processes, and governance practices. The internal audit is carried out in accordance with an annual audit plan, which is reviewed and approved by the Audit Committee in consultation with the Statutory Auditor, wherever considered necessary.

The Internal Auditor submits periodic reports to the Audit Committee, highlighting key audit observations and recommendations. These reports are reviewed by the Audit Committee, and significant findings, along with the status of corrective actions, are placed before the Board of Directors for its consideration and guidance.

The Company has also established adequate internal financial controls over financial reporting, commensurate with the size, scale, and nature of its operations. During the year under review, the effectiveness of these controls was assessed and tested. Based on such evaluation, no material weaknesses or significant deficiencies in the Companys internal financial controls over financial reporting were identified.

STATUTORY AUDITOR AND THEIR REPORT

M/s. Lakhankiya & Dosi LLP, Chartered Accountant, Surat (FRN: 154114W/W100873) was appointed as Statutory Auditor of the Company for the financial years starting from 2024- 25 upto the financial year 2028- 29 and they shall hold the office from the conclusion of 1st Annual General Meeting till the conclusion of 6th Annual General Meeting of the Company.

The observation and comments given in the report of the auditors read together with notes to accounts are self- explanatory and hence do not call for any further explanation or comments under the provisions of the Companies Act, 2013.

The Notes to the financial statements referred in the Auditors Report are self- explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report does not contain any qualification, reservation or adverse remark. The Auditors Report is enclosed with the financial statements in this Annual Report.

SECRETARIAL AUDITOR AND THEIR REPORT

The Company has appointed M/s. Hardik Jetani & Associates, Practicing Company Secretary, to conduct the secretarial audit of the Company for the financial year 2025- 26, as required under Section 204 of the Companies Act, 2013 and Rules thereunder.

The Secretarial Audit Report for the financial year 2025- 26 is annexed to this report as an Annexure - 3.

There are few observations of the Secretarial Auditor, to which the Board hereby submit its response as under;

The Company has generally filed the forms and returns required under the Act with the Registrar of Companies and other statutory authorities within the prescribed timelines, except for certain filings made with delay due to inadvertent administrative oversight and, in some instances, technical issues on the MCA portal. The applicable additional fees, wherever required, have been duly paid. Further, certain UPSI entries in the SDD Software were captured with a delay from the actual date of sharing, primarily due to occasional technical glitches in the network/software.

INDUSTRIAL RELATIONS (IR)

The Company continues to maintain harmonious industrial relations. Company periodically reviews its HR policies and procedures to aid

INTERNAL AUDITORS AND REPORT

M/s. N. A. Vakharia & Co., Chartered Accountants, (FRN: 0140594W) is acting as Internal Auditors of the Company and has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013.

PROCEEDINGS INITIATED/PENDING AGAINST YOUR COMPANY UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the Business of the Company.

LISTING FEES

The Equity Shares of the Company are listed on SME Platform of BSE Limited and the Company has paid the applicable listing fees to the Stock Exchange till date.

WEBSITE

As per Regulation 46 of SEBI (LODR) Regulations, 2015, the Company has maintained a functional website namely www.sihoragroup.com containing basic information about the Company. The website of the Company is also containing information like Policies, Shareholding Pattern, Financial Results and information of the designated officials of the Company who are responsible for assisting and handling investor grievances for the benefit of all stakeholders of the Company, etc.

INSURANCE

The assets of your Company have been adequately insured.

COMPLIANCE WITH THE PROVISIONS OF SECRETARIAL STANDARD 1 AND SECRETARIAL STANDARD 2

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 your Company.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre- clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

and improve the living standards of its employees, and to keep them motivated and involved with the larger interests of the organisation. The Company has systems and procedures in place to hear and

resolve employees grievances in a timely manner, and provides avenues to its employees for their all- round development on professional and personal levels. All these measures aid employee satisfaction and involvement, resulting in good Industrial Relations.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

In terms of Regulation 34, and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 a review of the performance of the Company, for the year under review, Management Discussion and Analysis Report, is presented in a separate section forming part of this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The Company is not required to constitute a Corporate Social Responsibility Committee as it does not fall within the purview of Section 135 (1) of the Companies Act, 2013.

GENERAL DISCLOSURE

Your Directors state that the Company has made disclosures in this report for the items prescribed in section 134 (3) of the Act and Rule 8 of The Companies (Accounts) Rules, 2014 and other applicable provisions of the act and listing regulations, to the extent the transactions took place on those items during the year.

APPRECIATIONS AND ACKNOWLEDGEMENT

Your Directors wish to place on record their sincere appreciation for significant contributions made by the employees at all levels through their dedication, hard work and commitment, enabling the Company to achieve good performance during the year under review.

Your Directors also take this opportunity to place on record the valuable co- operation and support extended by the banks, government, business associates and the shareholders for their continued confidence reposed in the Company and look forward to having the same support in all future endeavors.

Registered office:		By order of the Board of Directors
PL 34/D/1 Laxminarayan, BRC Compound,		For, Sihora Industries Limited
Udhna, Surat, Mangrol, Gujarat, India,		CIN: L13999GJ2023PLC143747
394210
	- sd -	- sd -
Place: Surat	Gautam Sihora	Priyal Sihora
Date: September 02, 2026	Chairman & Managing Director	Whole-Time Director
	DIN: 10275231	DIN: 10275230