i. The Board's report is prepared in accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the "Listing Regulations’) and the Companies Act, 2013 (the "Act”) and forms part of the Annual Report for the year
ended March 31,2025.

ii. Unless otherwise stated, the disclosure made in this report is for the year ended March 31,2025.

Dear Shareholders,

The Board of Directors (the “Board”) hereby submits the report of the business and operations of the Company along with the audited financial
statements for the financial year ended March 31, 2025. The consolidated performance of the Company and its subsidiaries has been referred to
wherever required.

1. Financial Summary and Highlights

The Company's financial performance for the year ended March 31, 2025, is summarized as below

Key highlights of financial performance of your Company for the financial year 2024-25 are provided below:

The Company recorded consolidated revenues of ^5,696.69 crores for the year ended March 31, 2025 representing a growth of (18%) over the
previous year. The Company recorded a consolidated EBITDA of ^172.18 crores and the EBITDA margins stood at 3.02%. The PAT is at ^ 77.40 crores.

The Standalone revenues of the Company stood at ^5,267.38 crores for the year ended March 31, 2025. The standalone PAT stood at ^73.02 crores.

Your Company has prepared the Financial Statements for the financial year ended March 31, 2025, in terms of section 133 and Schedule III to the
Companies Act, 2013 (as amended) (the 'Act”) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

2. Share Capital

(!) Authorised Capital

The authorised share capital of the Company as on March 31, 2025 is ^30,00,00,000 comprising of 3,00,00,000 equity shares of ^10 each.

(ii) Paid-Up Capital

During the year under review, there was no change in paid-up share capital of the Company.

The paid-up equity share capital stands at ^24,24,93,260/- comprising of 2,42,49,326 equity shares of ^10/- per share fully paid up, as on March 31,
2025.

3. Dividend

The Board of Directors subject to the approval of the Members of the Company at the ensuing Annual General Meeting, recommends a dividend of ^3/-
(Rupees Three Only) per fully paid up equity share of ^10 (Rupees Ten) each of the Company for the year ended March 31, 2025.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended (“Listing Regulations”), the Board has approved and adopted a Dividend Distribution Policy. The policy details various considerations based
on which the Board may recommend or declare Dividend. The Dividend Distribution policy is available on the Company's website at
https://shankarabuildpro.com/wp-content/uploads/2024/06/Policy-on-Dividend-Distribution. pdf

4. Transfer to Reserves

The Company has decided to retain the entire amount of profits for FY 2025 in the profit and loss account and does not propose to transfer amounts to
the general reserve out of the amount available for appropriation.

The total profit of ^627.03 crores available with the Company on a consolidated basis is proposed to be retained in the profit and loss account.

5. Subsidiaries, joint ventures and associate companies:

The Company has 5 subsidiaries as on March 31, 2025.

(i) Vishal Precision Steel Tubes & Strips Private Limited - VPSPL was incorporated on December 4, 1991 as a private limited company under the
Companies Act, 1956 with the corporate identity number U00291KA1991PTC012581. It has its registered office at Plot No.47, Industrial Area, Hoskote,
Bengaluru 562 114, Karnataka, India.

VPSPL is primarily engaged in the business of, inter alia, manufacturing, repairing, importing, exporting, and dealing in all kinds of steel pipes, pipes
and tubes. It has a tube & cold rolled strip processing facility at Bengaluru.

(ii) Centurywells Roofing India Private Limited - CRIPL was incorporated on November 29, 2002 as a private limited company under the Companies
Act, 1956 with the corporate identity number U28112TN2002PTC049959. It has its registered office at 23/6A, Vellanthangal Village, Irunkattu Kottai,
Sriperumbudur, Kancheepuram 602 105, Tamil Nadu, India.

CRIPL is primarily engaged in providing color coated roofing products. It has processing facilities in Bengaluru, Chennai, Coimbatore, Davangere, Hubli,
Mysore, Mangalore, Pune, Secunderabad and Vijayawada.

(iii) Taurus Value Steel & Pipes Private Limited - TVSPPL was incorporated on August 1, 2009 as a private limited company under the Companies Act,
1956 with the corporate identity number U28112AP2009PTC064592. Subsequent to the bifurcation of states of Andhra Pradesh and Telangana,
TVSPPL's corporate identification number has been changed to U28112TG2009PTC064592. It has its registered office at Survey No. 487, Bachupally
Village, Kutbullapur Mandal 501 401, Andhra Pradesh, India.

TVSPPL is primarily engaged in the business of, inter alia, manufacturing, processing, drawing, assembling, purchasing, selling or otherwise dealing in
steel pipes, tubes and pipe fittings, iron and steel and allied products of all kinds and description and has a tube processing facility at Hyderabad.

(iv) Steel Network (Holdings) Pte. Limited - Registered at Singapore with a stated purpose of engaging in the business of manufacture, distribution of
roofing sheets, steel pipes and general hardware and general wholesale trade (including general importers & exporters).

(v) Shankara Buildpro Limited- SBL is an unlisted public limited company incorporated on 13th October 2023 and having its registered office at 21/1 &
35-A-1 Hosur Road, Electronic City, Bengaluru South, Bengaluru, Karnataka, India - 560100. Shankara Buildpro Limited is a wholly owned subsidiary of
Shankara Building Products Limited. Currently, the shares of Shankara Buildpro Limited are not listed on any stock exchanges.

The main object of Shankara Buildpro Limited is inter alia to carry on the trading business with primary focus on engaging in retailing, trading,
warehousing, wholesale distribution and e-commerce activities related to all building materials.

During the year under review, no company has become or ceased to be the subsidiaries, joint ventures or associate companies. In compliance with
section 136 of the Companies Act, 2013, the Financial Statements of the Subsidiaries are available on the website of the Company and also will be made
available upon the request by any member of the Company at https://shankarabuildpro.com/subsidiaries/

During the year under review, the Board of Directors reviewed the affairs of the subsidiaries. The Company in accordance with the provisions of the Act
prepared Consolidated Financial Statements of the Company and all its subsidiaries which form part of the Report. Further, the report on the
performance and financial position of each subsidiary and salient features of their Financial Statements in the prescribed Form AOC-1 is annexed as
Annexure I to this Report.

In compliance with section 136 of the Companies Act, 2013, the Financial Statements of the Subsidiaries are available on the website of the Company
and also will be made available upon the request by any member of the Company.

The policy determining material subsidiaries is disclosed in https://shankarabuildpro.com/wp-content/uploads/2024/06/Revised-Policy-for-
Material-Sub sidiaries.pdf

In accordance with the provisions of the Act and the amendments thereto, read with the Listing Regulations the audited financial statements, including
the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on
our website at https://shankarabuildpro.com/agm/

The Secretarial Audit Report of the subsidiary companies are available at the website of the company at https://shankarabuildpro.com/disclosures/

6. Key Developments

a. Demerger

Pursuant to the order dated 18th December 2024, passed by the Hon'ble National Company Law Tribunal, Bengaluru Bench (“Hon'ble NCLT”), in
Company Application No. C.A. (CAA) 38/BB/2024 (“Order”), a meeting of the equity shareholders of Shankara Building Products Limited (Applicant
Company No. 1 / Demerged Company) was convened on 12th February 2025 through video conferencing / other audio-visual means (“Tribunal
Convened Meeting” or “Meeting”) for the purpose of considering and approving the Scheme of Arrangement amongst Shankara Building Products
Limited (Applicant Company No. 1 / Demerged Company) and Shankara Buildpro Limited (Applicant Company No. 2 / Resulting Company), and their
respective shareholders and creditors (“Scheme”), in compliance with the provisions of Sections 230 to 232 read with Section 66 and other applicable
provisions of the Companies Act, 2013 (“Companies Act” / 'Act”), the circulars issued thereunder, and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

The shareholders approved a Composite Scheme of Arrangement between Shankara Building Products Limited and Shankara Buildpro Limited (a
wholly owned subsidiary), and their respective shareholders and creditors, pursuant to Sections 230 to 232 and other applicable provisions of the
Companies Act, 2013, along with the relevant rules made thereunder.

Pursuant to the order dated February 26, 2025 passed by the Hon'ble National Company Law Tribunal, Bengaluru Bench (“Tribunal”) in the Company
Petition relating to the Scheme of Arrangement, notice was served to the statutory authorities inviting any representations, if any, in connection with
the proposed Scheme.

The approval by NCLT is in progress and next hearing is scheduled on May 26, 2025.

7. Particulars of Loans, Advances, Guarantees or Investments under Section 186

The Company makes investments or extends loans/ guarantees to its subsidiaries for their business purposes as and when required by them for its
emergent business requirements. The details of loans, guarantees and investments covered under Section 186 of the Act along with the purpose for
which such loan or guarantee were utilized forms part of the Notes to standalone financial attached to this Annual report.

The Company has not received any Loan from Directors and Relatives as per Rule 2(1)(c) of Companies (Acceptance of Deposits Rule), 2014.

8. Material changes and commitment, if any, affecting financial position of the Company from the end of the financial year till the date of this
Report

No material changes and commitments have occurred after the closure of financial year 2024-25 till the date of this report, which would affect the
financial position of your Company

9. Unclaimed Dividend

Section 124 of the Companies Act 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules
2016 ('the Rules') mandates the Companies to transfer dividend that has remained unpaid/unclaimed for a period of seven years in the unpaid
dividend account to the Investor Education and Protection Fund (IEPF).

Transfer of Unpaid and Unclaimed Amounts to Investor Education and Protection Fund (“IEPF”).
a) Transfer of Unclaimed Dividend to IEPF

Pursuant to the applicable provisions of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (“IEPF Rules”), as amended from time-to-time, the declared dividends, which remained unpaid or unclaimed for a period of 7 (seven) years and
shares in relation to such unpaid/unclaimed dividend shall be transferred by the Company to the Investor Education and Protection Fund (IEPF)
established by the Central Government.

As required under section 124 of the Act, unclaimed dividend amount aggregating to ^ 1,08,581/- lying with the Company for a period of seven years
pertaining to the financial year 2016-17 along with the shares thereof were transferred during the financial year 2024-25, to IEPF established by the
Central Government. The Members have an option to claim their shares and/or amount of dividend transferred to IEPF. The Company has sent notices
to respective shareholders who have not claimed a dividend for 7 (seven) consecutive years and whose shares were liable to be transferred to IEPF
during the financial year. Any shareholder who has a claim on such dividend is requested to contact our Registrar and Share Transfer Agents M/s KFin
Technologies Limited.

The details of the unclaimed dividend as on March 31, 2025 is available on the Company's website at https://shankarabuildpro.com/wp-
content/uploads/2025/04/Unclaimed-Dividend-2023-24.pdf

b) Transfer of Shares to IEPF

Section 124(6) of Companies Act, 2013, read with IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, mandates transfer of underlying shares
in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of Investor Education and Protection Fund.

During the year under review, the Company has transferred shares to the IEPF Authority pursuant to the aforesaid rule for the financial year 2016-17.

10. Key Consolidated Balance sheet information

The Consolidated Financial Statements of the Company and its Subsidiaries for the financial year ended March 31, 2025 prepared in compliance with
the Indian Accounting Standards notified under Section 133 the Companies Act, 2013, Section 129(3) of Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, together with Auditors' Report thereon form part of this Annual Report.

11. Capital Expenditure on Tangible Assets

This year, on a standalone basis, the company incurred a capital expenditure of ^11.77 crores (Gross) as against ^ 25.78 crores (Gross) in the previous
year.

On a consolidated basis, the capital expenditure stood at ^ 21.76 crores (Gross) for FY 2025 as against ^ 30.28 (Gross) for the previous year.

12. Auditors and Audit Reports

There are no instances of frauds reported by auditors pursuant to sub-section (12) of Section 143 which are reportable to the Central Government.

(i) Statutory Auditor: M/s Sundaram & Srinivasan, Chartered Accountants (Firm Registration No.004207S)

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) rules, 2014, M/s Sundaram & Srinivasan, Chartered
Accountants (Firms Registration No. 004207S) were appointed as the Statutory Auditors of the Company for a second tenure of 5 (five) years in the
financial year 2024-25 till the conclusion of 34th Annual General Meeting of the Company to be held in the financial year 2029-30.

The Auditor's Report for the financial year 2025 does not contain any qualification, reservation or adverse remark. The Auditor's Report is enclosed
with the Financial Statements in this Annual Report.

In accordance with the amendment to the provisions of Section 139 by the Companies Amendment Act 2017, notified on May 7, 2018 by the Ministry of
Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified by the Members at every Annual General Meeting.

The remuneration in the form of fees (excluding GST and out of pocket expenses) for the year ended March 31, 2025 to M/s Sundaram & Srinivasan,
Chartered Accountants as the Statutory Auditor of the Company are as follows:

Note: The above fees exclude GST and out of pocket expenses

(ii) Internal Auditor: M/s GRSM & Associates

The Board based on the recommendations of the Audit Committee, has re-appointed an Independent Auditor M/s. GRSM & Associates, Chartered
Accountants as Internal Auditor of the Company on such terms and conditions as mutually agreed upon between M/s. GRSM & Associates, Chartered
Accountants and the Company, to carry out the internal audit function for FY 2026.

The remuneration in the form of fees (excluding GST) for the year ended March 31, 2025 to M/s GRSM & Associates, Chartered Accountants as Internal
Auditor of the Company are as follows:

Note: The above fees exclude GST and out of pocket expenses

(iii) Secretarial Auditor: K. Jayachandran, Practicing Company Secretary (ACS No. 11039 and Certificate of Practice No. 4031)

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel)
rules, 2014, the Board of Directors had appointed Mr. K. Jayachandran, Practicing Company Secretary (ACS No. 11309 and Certificate of Practice No.
4031) as the Secretarial Auditor of the Company on terms and conditions as mutually agreed upon between K. Jayachandran, Practicing Company
Secretary and the Company to conduct Secretarial Audit for FY 2025.

The remuneration in the form of fees (excluding GST) for the year ended March 31, 2025 to K. Jayachandran, Practicing Company Secretary as the
Secretarial Auditor of the Company are as follows:

Note: The above fees exclude GST and out of pocket expenses

The Secretarial Audit Report for FY 2024-25 of the Company is appended as Annexure II to the Directors' Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.

The Company has undertaken an audit for the Financial Year ended March 31, 2025 for all applicable compliances as per Listing Regulations and
Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report of the Company for FY 2024-25 signed by Mr. K. Jayachandran,
Practicing Company Secretary is appended as Annexure III to the Directors' Report.

Further, as per Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
and SEBI (LODR) read with SEBI (LODR) (Third Amendment) Regulations, 2024 the Board has recommended to appoint Mr. K. Jayachandran (ACS No.
11309 and Certificate of Practice No. 4031) as the Secretarial Auditor of the Company for the term of 5 (five) years i.e. from Financial Year April 1, 2025
to March 31, 2030.

13. Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made -

(i) Statutory Auditor's Report

The Auditors Report to the shareholders for the year under review does not contain any reservation, qualification, or adverse remark. The comments in
the Auditors' Report to the shareholders for the year under review are self-explanatory and does not need further explanation.

(ii) Secretarial Auditor's Report

The Secretarial Audit Report does not contain any reservation, qualification or adverse remark, which calls for any further explanation.

14. Particulars of Remuneration to Directors and Key Managerial Personnel

The details of Nomination and Remuneration Policy of the Company for Directors, Key Managerial Personnel (KMP), Senior Management Personnel
(SMP) and other employees along with other related matters have been provided in the Corporate Governance Report.

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration policy for Directors and
Key managerial Personnel of the Company

The copy of the Nomination and Remuneration policy can be accessed by clicking on weblink https://shankarabuildpro.com/wp-
content/uploads/2024/06/Terms-Reference-Nomination-R emuneration-Committee.pdf

It is affirmed that the appointment and remuneration of Directors, Key Managerial Personnel and all other employees during the year ended March 31,
2025 is in accordance with the Nomination and Remuneration Policy of the Company.

Your Company conducts a Board Evaluation process for the Board of Directors as a whole, Board Committees and also for the Directors individually
through self-assessment and peer assessment. The details of Board Evaluation process for the financial year 2024-25 have been provided in the
Corporate Governance Report, which forms part of this Annual Report.

The statements required under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 ('the Rules'), as amended, form part of this report as Annexure IV and will be made available to any Member on request.

15. Particulars of Remuneration to Employees

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

Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12)
of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a
separate Annexure forming part of this Report.

In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders. The said statement is also open for
inspection by the Shareholders through electronic mode.

16. Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Board has established a Corporate Social Responsibility (CSR)
Committee, which is responsible for monitoring and overseeing the Company's CSR initiatives and activities. The Company's Corporate Social
Responsibility policy provided guidelines to conduct Corporate Social Responsibility activities of the Company. The Company's CSR Policy is available
on its website at https://shankarabuildpro.com/wp-content/uploads/2024/06/Terms-Reference-Corporate-Social-Responsibility-Committee.pdf

During the reporting period, the Company primarily focused its efforts on supporting projects in the areas of education, healthcare, and community
development. This included initiatives aimed at promoting primary education and providing rehabilitation for abandoned women and children.

The Chief Financial Officer of the Company has provided a “Certificate" to the Management, confirming that the funds allocated for CSR activities have
been utilized in accordance with the approval of the Board.

The particulars required to be disclosed pursuant to the Companies (Corporate Social Responsibility Policy), Rules, 2014, (including amendments, if
any) are set out in Annexure VI of this Directors' Report.

In pursuance of the CSR Policy and in line with the requirement of the Companies Act, 2013, every company has to spend 2% of the average net profits
of the Company for the preceding three years towards the CSR activities as stated in the Companies Act, 2013. The Company has spent ^138.49/- lakhs
on standalone during the year under review.

17. Management Discussion and Analysis Report

The Report on Management Discussion and Analysis Report in terms of Regulation 34, read with Schedule V of the Listing Regulations, forms part of
this Annual Report in a separate section as Annexure VII and is annexed to this Report. Certain Statements in the said report may be forward looking.
Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

18. Business Responsibility and Sustainability Report

In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms a part of this
Annual Report describing the initiatives undertaken by the Company from an environmental, social and governance perspective for the Financial Year
ended March 31, 2025. In line with the above, the Business Responsibility and Sustainability Report forms part of this report and is available on the
Company's website at https://shankarabuildpro.com/corporate-governance-reports/

19. Extract of Annual Return

The Annual Return as required under Section 92(3) and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 is available on the Company's website at www.shankarabuildpro.com.

20. Change in the nature of Business

The Company continues to be in the business of organized retailers of home improvements and building products and there has been no change in the
nature of business of the Company or any of its subsidiaries during the year under review.

21. Credit Rating

CRISIL has assigned the Long Term Rating BBB /Stable' and Short Term Rating 'CRISIL A2' on the bank loan facilities of the Company.

22. Statement of Deviation(s) or Variation(s)

In accordance with the SEBI Circular No. CIR/CFD/CMD1/162/2019 dated December 24, 2019 and pursuant to Regulation 32 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 states the where a listed entity has raised funds through preferential allotment or
qualified institutions placement, the listed entity shall disclose every year, the utilization of such funds during that year in its Annual Report until such
funds are fully utilized. In this connection, the Company has fully utilized the amount raised through Preferential Issue of Equity Shares and the
purpose for which these proceeds were raised has been achieved and there is no deviation in the use of the amount raised through Preferential Issue of
Equity Shares.

23. Governance

The Company's governance framework is grounded in the core values of transparency, integrity, and accountability. At the highest level, it is committed
to continuously enhancing these principles through innovative practices that maximize resources, transform opportunities into accomplishments, and
drive progress. This is achieved by empowering and motivating employees, promoting a culture of growth, and fostering the development of human
capital. The governance structure operates on a three-tier model—comprising Shareholders, the Board, and Executive Management—which not only
strengthens accountability and trust in leadership but also encourages business autonomy, performance excellence, and the cultivation of future
leaders.

A. Board Governance

Board Governance defines the framework that organizes the Board and its operations. The Company's governance guidelines for the Board address key
areas such as the composition and roles of the Board, the Chairman, and Directors. These guidelines also cover Board diversity, the criteria for
independence, the terms of Directors, their remuneration, retirement age, and the various committees within the Board.

B. Directors & Key Managerial Personnel
Composition and size of the Board and Committee

The Board has an optimum combination of Executive, Non-Executive and Independent Directors. The total strength of the Board as on the date of
reporting is six Directors, of which four are Independent Directors and two are Executive Directors. The composition of the Board of Directors is in due
compliance of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details regarding the composition of the Board and its Committees, Director tenures, areas of expertise, and other relevant is the part of Corporate
Governance Report, within this Annual Report. The Nomination and Remuneration Committee works closely with the Board to assess the ideal
characteristics, skills, and experience needed both collectively and individually. The goal is to ensure the Board comprises individuals with diverse
backgrounds and expertise in areas such as business, finance, marketing and governance. Key attributes considered include independence, integrity,
strong personal and professional ethics, sound business judgment, the ability to contribute constructively to discussions, and a willingness to exercise
authority collaboratively.

Based on this evaluation, the Nomination and Remuneration Committee identifies the roles and capabilities necessary for new appointments and
subsequently recommends suitable candidates to the Board. The Company's policy on the appointment and remuneration of Directors—including the
criteria for qualifications, key attributes, independence, and other considerations as per Section 178(3) of the Companies Act, 2013 is available on the
Company's website at https://shankarabuildpro.com/wp-content/uploads/2024/06/Policy-on-Nomination-and-Rem uneration.pdf

Succession Planning

The Company recognizes that effective succession planning is essential for building a strong and sustainable future. The Board engages with the
managing director (MD) in each meeting of the Nomination and Remuneration Committee (NRC) on the issue of succession. The MD outlines his
thoughts on succession on an informal basis. The NRC focuses on the succession for key management personnel (KMP) viz Managing Director,
Executive Director, Chief Financial Officer and Company Secretary. For the position of the MD, there is a successor being groomed to take over. For the
other three KMPs, a plan is to be worked out. However, the organization does have potential successors who can take over in an emergency.

Board Diversity

The Company recognizes that a Board composed of appropriately qualified members with a broad range of experience relevant to the business is
important for effective corporate governance. The Board of Directors values the significance of diversity and firmly believes that diversity of
background, gender, expertise, knowledge and perspectives, leads to sharper and balanced decision-making and sustainable development.

The Board has adopted the Board Diversity Policy to recognize the benefits of a diverse Board and to further enhance quality of participation and
performance. The policy on Board Diversity is available on the Company's website at https://shankarabuildpro.com/wp-
content/uploads/2024/06/Policy-on-Board-Diversity.pdf

C. Retirement by Rotation

As per Section 152 of the Companies Act, 2013, at least two third of the Directors shall be subject to retire by rotation. One-third of such Directors must
retire from office at each Annual General Meeting 'AGM" of the shareholders and a retiring Director is eligible for re-election.

Accordingly Mr. C. Ravikumar (DIN : 01247347), is liable to retire by rotation in terms of provisions of the Companies Act, 2013 at the ensuing Annual
General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the approval of
the Members.

As stipulated under Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 brief resume of the director
proposed to be re-appointed is given in the Notice of the Annual General Meeting.

D. Appointments and Re-appointments
Appointment to the Board

During the year under review, the following appointments and resignations to in the Board of Directors.

• The approval by the Shareholders in the 29th Annual General Meeting held on June 21, 2024 for the appointment of Mr. N. Muthuraman
(DIN:02375046) as an Independent Director (Non-Executive) of the Company for the first term of Five (5) years w.e.f May 20, 2024.

• The Shareholders have approved by way of postal ballot, the appointment of Ms. Sujatha G (DIN: 10538207) as an Independent Director for a
period of 5 (five) years with effect from March 14, 2025 to March 13, 2030.

• The Board of Directors in its meeting held on May 16, 2025, based on recommendation of the Nomination and Remuneration Committee,
recommended to the Shareholders to consider the appointment of Mr. Dhananjay Mirlay Srinivas (DIN: 09108483) as Whole-time Director of the
Company for the term of Five (5) years and the remuneration payable to him.

The brief particulars and expertise of Mr. Dhananjay Mirlay Srinivas (DIN: 09108483) seeking appointment have been given in the annexure to the
Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

Reappointment to the Board

The Board of Directors in its meeting held on May 16, 2025 recommend to the Shareholders to consider re-appointment of Mr. C. Ravi Kumar (DIN:
01247347) as Director liable to retire by rotation, forms part of Notice of the Annual General Meeting.

The brief particulars and expertise of Director seeking re-appointment together with their other directorships and committee memberships have been
given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

E. Cessation from the Board

• The tenure of Mr. V. Ravichandar (DIN: 00634180) as Non-Executive and Independent Director was ended with effect from June 24, 2024 due to
completion of second term as an Independent Director of the Company.

• The tenure of Ms. Jayashri Murali (DIN: 00317201) as Non-Executive and Independent Director was ended with effect from March 18, 2025 due to
completion of second term as an Independent Director of the Company.

F. Resignation from the Board

Mr. RSV. Siva Prasad (DIN: 01247339) resigned as Non-Executive and Non-Independent Director of the Board with effect from closing hours of June 25,
2024. The Company has received the confirmation from Mr. RSV. Siva Prasad stating that he is resigning from the Board due to pre-occupation and
other personal commitments and there are no other material reasons for his resignation.

The Board and the Management places on record their sincere appreciation for the invaluable contributions of Mr. V. Ravichandar, Mr. RSV. Siva Prasad
and Ms. Jayashri Murali to the Company's success and the assistance and guidance provided during their tenure as a Members of the
Board/Committees of the Company.

G. Key Managerial Personnel

In terms of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The key managerial personnel of the Company are:

1) Sukumar Srinivas, Managing Director

2) C. Ravikumar, Whole-time Director

3) Alex Varghese, Chief Financial Officer

4) Ereena Vikram, Company Secretary and Compliance Officer

The Non-Executive and Independent Directors as part of familiarization exercise are introduced to the Company's culture through orientation sessions
wherein an overview of Company operations, matters relating to the values and commitments are provided along with an information kit containing
documents about the Company such as annual reports, annual presentations, recent press releases, Code of Business Conduct and Ethics and the
memorandum and articles of association etc. Periodic presentations are made at the Board and Committee meetings on business and performance
updates of the Company.

The details regarding the familiarization program for Independent Directors is available on the website of the Company under the link
https://shankarabuildpro.com/wp-content/uploads/2025/04/Familarization-Programme-202 4-25.pdf

^1 I w

24. Declaration by Independent Directors

All Independent Directors of the Company have submitted the requisite declarations stating that they meet the criteria of independence as prescribed
under Section 149(6) of the Act and Regulation 16(1)(b) and 25(8) of the Listing Regulations and as amended by SEBI (Listing Regulations and
Disclosure Requirements) (Third Amendment) Regulations, 2021and there is no change in the status of their Independence and have confirmed that
they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge
their duties.

In terms of Section 150 of the Act and rules framed thereunder, the above Directors have registered themselves with the Indian Institute of Corporate
Affairs (IICA) and they are exempted from appearing for the online proficiency self-assessment test. Furthermore, they have also renewed their
registration with IICA for applicable tenures.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in
terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

25. Board and Committee Constitution

The current policy is to have an appropriate mix of Executive, Non- Executive and Independent Directors to maintain the Independence of the Board
and separate its functions of governance and management. As on March 31, 2025, the Board consists of six members with two Executive Directors and
four Independent Directors of which one Independent Director of the Board is a woman. The details of the constitution of the Board and of the
Committees, the terms of reference, number of meetings held etc. are given in the Corporate Governance Report which forms part of this Annual
Report.

26. Board and Committee Meetings

The Board meets at regular intervals to deliberate and decide on company policies, business strategies, and other matters. When urgent or special
business arises, approvals may be obtained through resolutions passed by circulation or by convening Board or Committee meetings at short notice, in
accordance with legal provisions. The Board/Committee meetings are pre-scheduled and a tentative calendar of the Board and Committee meetings is
circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings.

In line with the requirements of the Companies Act, 2013 and Listing Regulations, seven Board Meetings and (six meetings- Audit Committee Meetings;
four meetings-Risk Management; three meetings- Nomination & Remuneration Committee; two meetings- Corporate Social Responsibility Committee
and One meeting-Stakeholders Relationship Committee) meetings were held during the year under review, and all the Board Meeting and Committee
Meeting were held in accordance with the guidelines issued by the MCA and by the SEBI. The intervening gap between any two meetings is within the
period prescribed by the Act and Listing Regulations. The details of the Board, Committee meetings and of the 30 th Annual General Meeting and the
attendance of the Directors are given in the Corporate Governance Report which forms part of the Annual Report.

27. Board Policies

The Company has Charters for the Audit Committee, the Nomination and Remuneration Committee, the Risk Management Committee, the Corporate
Social Responsibility Committee, the Stakeholders Relationship Committee and also policies and codes as required which are in line with the
requirements of the Act and Listing Regulations.

28. Audit Committee

The Board of Directors of your Company has duly constituted an Audit Committee in compliance with the provisions of Section 177 of the Act, the Rules
framed thereunder read with Regulation 18 of the Listing Regulations. The recommendations made by the Audit Committee are accepted by your
Board.

As on March 31, 2025, the Audit Committee consisted of 5(five) Directors as its members. The Audit Committee of the Board, is currently headed by an
Independent Director as Chairman. The Audit Committee meets at regular intervals to discharge its terms of reference effectively and efficiently.

During the year under review, there were no instances where the recommendations of the Audit Committee were not accepted by the Board. A detailed
note on the composition, role and functions of the Audit Committee are disclosed in the Report on Corporate Governance, which forms part of this
Report. The details of charter/policy/code as adopted by the Board is available on the Company website at https://shankarabuildpro.com/wp-
content/uploads/2024/06/Terms-Reference-Audit-Committee.pdf

29. Directors Responsibility Statements under Section 134 of the Companies Act, 2013

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on accrual
basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and
guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.

Further, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge, belief and ability confirms that:

• The accounting policies have been consistently applied except where a newly-issued accounting standard is initially adopted or a revision to an
existing accounting standard requires a change in the accounting policy hitherto in use.

• In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed and
there are no material departures.

• 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 and loss of the
Company for that period.

• The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• The Directors had prepared the annual accounts on a going concern basis.

• The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and
were operating effectively.

• 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.

• The financial statements have been audited by M/s. Sundaram & Srinivasan , Chartered Accountants, Chennai (Firm registration number No.
004207S), the Company's Statutory Auditor and have given unmodified opinion on the financial statements for the year ended March 31, 2025.

30. Human Resource

The Human Resources function had several challenging mandates during the financial year, key among them was hiring across the organization. In FY25,
we continued to accelerate hiring across all key functions to support our growth plans. As of March 31, 2025 we have 934 employees on the payroll of the
Company.

31. Information Technology & Cyber Security

A comprehensive Enterprise Resource Planning (ERP) system has been implemented across the organization to facilitate the real-time management and
coordination of resources, information, and core business processes. The ERP system ensures seamless integration of various functional domains,
thereby enhancing interdepartmental communication, operational efficiency, productivity, and the quality of decision-making. Furthermore, it enables
accurate tracking of customer demand and supports the maintenance of optimal inventory levels. The system is maintained and supported by a dedicated
in-house Information Technology (IT) team to ensure its reliability and continuous improvement.

The Company believes that in the modern digital age, cyber security is not an IT/information security issue, but a business issue. The Company adopted a
multidimensional approach to cyber security which enables the Company to protect the data using a multi-layered defense mechanism and a
combination of tools and techniques which complement and augment each other. The processes and systems in the Company reduces the threat and to
mitigate the negative financial and reputational impacts, and created an organizational culture of cyber security.

Further, the Company implemented cyber assessment on a regular basis, including email cyber-attack.

32. Annual Evaluation of Board Performance and Performance of its Committee and of Directors
Board Evaluation

Pursuant to applicable provisions of the Act, and the Listing Regulations, the Board has carried out annual evaluation of its own performance,
performance of the Directors including Chairman's assessment as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria and the mechanism for carrying out the Performance Evaluation
process for the Board, its Committees and Directors. The Nomination and Remuneration Committee reviewed the performance of the individual
Directors and the performance of the Board and of the Committees of the Board. The evaluation process endorsed the Board Members' confidence in
the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times,
cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in
sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties. The details of the process of
performance evaluation are given in the Corporate Governance Report which forms part of this Annual Report.

The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long¬
term strategic planning, etc.);

• Structure, composition and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management; Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

During the year, feedback was sought by way of structured questionnaires and evaluation was carried out based on various criteria and the responses
received from the Directors.

Further, the Independent Directors, at their meeting held during the year, reviewed the performance of the Board, its Chairman and Non-Executive
Directors.

33. Particulars of contracts or arrangements made with related parties

During the financial year ended 31 March, 2025, all the contracts or arrangements or transactions entered into by the Company with the related parties
were in the ordinary course of business and on arm's length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and
the Listing Regulations.

There were no materially significant Related Party Transactions made by the Company during the year that required shareholders' approval under
Regulation 23 of the Listing Regulations or which may have a potential conflict with the interests of the Company during the financial year.

The particulars of such transactions with related parties have been disclosed at note no. 47 in the Standalone and Consolidated Financial Statements as
required under Ind AS 24- Related Party Disclosures and as specified under section 133 of the Companies Act 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014, as amended.

All related party transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is
obtained for transactions which are of a foreseen and repetitive nature. Further, the related party transactions are reviewed by the Statutory Auditors
of the Company.

During the year, there were no contracts or arrangements or transactions entered into with the related parties other than at arm's length price.
Accordingly, there were no transactions during the year ended March 31, 2025 required to be reported in Form AOC-2 of the Companies (Accounts)
Rules, 2014.

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions. During the
year under review, the Policy has been amended to incorporate the regulatory amendments in the Listing Regulations. The updated Policy can be
accessed on the Company's website at https://shankarabuildpro.com/wp-content/uploads/2024/06/Policy-on-Related-Party-Transac tions.pdf

The details of transaction(s) of the Company with entities belonging to the promoter/promoter group which hold(s) more than 10% shareholding in
the Company as required under para A of Schedule V of the Listing Regulations are provided as part of the financial statements.

The Company is not categorized as Micro, Small and Medium Enterprises (MSME) under the Micro, Small and Medium Enterprises Development Act,
2006. Hence, the MSME Act requires to register under a portal for facilitating MSME vendors. The Company has registered in the platform for MSMEs to
electronically factor / discount their receivables, on a without recourse basis, at highly competitive & transparent financing terms.

34. Corporate Governance and Shareholders' Information

The Company's Corporate Governance structure revolves around its Shareholders, the Board and its Committees. The Company's governance model is
founded on core principles of transparency, integrity, professionalism, and accountability. These values underpin the effective and transparent
execution of the Company's strategic objectives, thereby enabling the delivery of sustainable, long-term value to shareholders, employees, business
partners, and other stakeholders.

The Company strives to reduce information asymmetry through transparency and extensive disclosures. The Company provides variety of channels
through which minority shareholders can interact with the Management or the Board. Shareholders can communicate concerns and grievances and the
Stakeholder's Relationship Committee oversees the redressal of these complaints.

Pursuant to Regulation 34 of the Listing Regulations, a report on Corporate Governance for the financial year 2024-25 forms an integral part of this
report. The requisite certificate from a Practicing Company Secretary confirming compliance with the mandatory requirements relating to corporate
governance as stipulated under the Listing Regulations is attached to the report on Corporate Governance. The MD and CFO Certificate, forming part of
the Corporate Governance Report, confirms the existence and effectiveness of internal controls and reiterate their responsibilities to report deficiencies
to the Audit Committee and rectify the same.

35. Risk Management

The Company has established a comprehensive and well-defined Risk Management Framework that operates across multiple levels within the
organization, forming a strategic defense mechanism against a wide spectrum of risks.

This framework facilitates the proactive identification, assessment, mitigation, monitoring, and reporting of risks, while also fostering a risk-aware
culture throughout the enterprise. It encompasses all key areas of potential exposure and provides a systematic approach to managing risks that could
impact the Company's medium- to long-term strategic objectives, including reputational risks.

To ensure effective governance and oversight, the Company has constituted a Risk Management Committee of the Board, in compliance with the
requirements of the Listing Regulations. The Committee is responsible for formulating, implementing, and monitoring the Company's Risk
Management Plan. In addition, the Company has adopted a Board-approved Risk Management Policy that outlines the overarching governance
structure and sets the tone for the implementation of the Risk Management Framework organization-wide.

The Risk Management Committee meets on a quarterly basis to review the status of critical risks, evaluate the progress of framework implementation
across locations, and address any material exceptions that may arise. It is also empowered to monitor and review the Risk Management Plan and
recommend any modifications to the Risk Management Policy for Board consideration.

The Chief Risk Officer (CRO) acts as the custodian of the Risk Management Framework and supports its implementation and ongoing oversight under
the direction of the Risk Management Committee.

Furthermore, the Audit Committee of the Board provides additional oversight specifically in the areas of financial risks and internal controls, ensuring a
holistic approach to risk governance across the Company.

The Risk Management Policy can be accessed on the Company's website i.e. https://shankarabuildpro.com/wp-content/uploads/2024/06/Risk-
Management-Policy.pdf

The details of risk management framework have been explained in the Management's Discussion and Analysis Report which is provided as an
Annexure VII to this report.

36. Internal Control Systems and their Adequacy

In accordance with the provision of Section 134(5) (e) of the Companies Act, 2013 and as per the provisions of the SEBI (LODR) Regulations, 2015, the
Company has an Internal Control System.

The Company has established a robust internal control system that is well-aligned with the scale and nature of its operations. The Audit Committee
regularly reviews the adequacy and effectiveness of these internal controls to ensure they are functioning as intended. Based on the framework of
internal financial controls and compliance mechanisms implemented and maintained by the Company, the Board is of the opinion that the internal
financial controls were adequate and operating effectively throughout the financial year 2024-25.

Pursuant to the provisions of the Section 134(5) (f) of the Act, the Company during the year devised proper systems to ensure compliance with the
provisions of all applicable laws.

The scope and authority of the Internal Audit function are formally defined in the Audit Charter. To ensure objectivity and independence, the
Independent Internal Auditor reports directly to the Chairman of the Audit Committee. An Annual Audit Plan is developed by the Internal Auditor,
guided by the risk profile of the Company's business activities. This plan is reviewed and approved by the Audit Committee, which also monitors its
implementation and compliance.

Audit findings are communicated to the respective process owners, who are responsible for implementing corrective actions to strengthen internal
controls within their areas. Significant audit observations, along with the corresponding corrective measures, are presented to the Audit Committee for
review.

In addition to reviewing internal audit reports, the Audit Committee holds periodic independent sessions with both the Statutory Auditor and
Management to assess the adequacy and effectiveness of the Company's internal financial control systems.

37. Whistle Blower/Vigil Mechanism

The Company is committed to fostering a culture of trust, transparency, and accountability, and its vigil mechanism reflects these core values. In line
with the requirements of the Companies Act and the Listing Regulations, the Company has established a formal vigil mechanism that serves as a
structured channel for Directors, employees, and business associates—including customers—to report concerns related to unethical conduct,
suspected or actual fraud, or violations of the Company's Code of Conduct. Disclosures made under this mechanism are directed to the Chairman of the
Audit Committee, ensuring confidentiality, impartiality, and appropriate redressal.

The policy aims to ensure that genuine complainants are able to raise their concerns in full confidence, without any fear of retaliation or victimization
and also allows for anonymous reporting of complaints and make provision for direct access to the Chairman of the Audit Committee.

The details of complaints received/disposed/pending during the year ended March 31, 2025.

The Vigil Mechanism/Whistleblower Policy is available on the Company's website at https://shankarabuildpro.com/wp-

content/uploads/2024/06/Policy-on-Whistle-blower.pdf

38. Code of Conduct

The Company has a robust and effective framework for monitoring compliances with applicable laws within the organization and providing updates to
Senior Management and the Board periodically. The Audit Committee and the Board of Directors periodically reviews the status of the compliances
with the applicable laws.

A declaration regarding compliance with the code of conduct signed by the Company's Managing Director is published in the Corporate Governance
Report which forms part of the Annual Report.

39. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company expects all its employees to act in accordance with the highest professional and ethical standards upholding the principles of integrity
and compliance at all times. In this regard, expectations around compliance are communicated to the employees through multiple channels.

The Company as an equal opportunity employer seeks to ensure that the workplace is free of any kind of harassment or inappropriate behavior.
Comprehensive policies and procedures have been laid down, to create an environment where there is respect and dignity in every engagement. The
Company has adopted zero tolerance for sexual harassment at the workplace. This is imbibed in the Company's culture. The Company has formulated a
policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules thereunder. The required awareness is created by communicating the
essence of the policy to all employees at regular intervals through assimilation and awareness programs. The POSH Policy is gender inclusive and the
framework ensures complete anonymity and confidentiality

The Company has constituted an Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Company expects all its employees to act in accordance with the highest professional and ethical standards.

The following are the summary of the complaints received and disposed of during FY 2025:

40. Deposits

Your Company has not accepted any deposits from the public during the year and there are no deposits which are remaining unclaimed or unpaid as at
the end of the year and, as such, no amount of principal or interest was outstanding as on the date of the Balance sheet.

41. Compliance Framework

The Company's structured compliance framework are regularly being monitored and updated basis the changing requirements of law. The Audit
Committee and the Board of Directors periodically review the status of the compliances with the applicable laws.

During the year under review, your Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the
Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

42. Book Closure

For the purpose of 30th Annual General Meeting and for the financial year ended March 31, 2025, the Register of Shareholders and Share Transfer
Books of the Company will remain closed from Wednesday, June 18, 2025 to Tuesday, June 24, 2025 (both days inclusive).

43. Disclosure requirements

As per SEBI Listing Regulations, Corporate Governance Report with Auditors' Certificate thereon and Management Discussion and Analysis are
attached, which form part of this report.

44. Conservation of energy, technology absorption, foreign exchange earnings and outgo Conservation of energy:

The particulars relating to conservation of energy, technology absorption, research and development, foreign exchange earnings and outgo as required
to be disclosed under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure- VIII to the
Board's Report.

Technology absorption, adaptation and innovation:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company's
operations do not require significant import of technology.

Foreign Exchange earnings and outgo

There was no Foreign Exchange inflow from our wholly owned subsidiary, Steel Network Holdings Pte Limited in Singapore to Shankara Building
Products Limited to during the year.

45. Reporting of frauds

There were no instances of frauds during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board
under Section 143 (12) of the Act and the rules made thereunder.

46. Significant and Material

Orders passed by the Courts/Regulators There were no significant and material order passed by the Regulators or Courts during the financial year

2024-25.

47. Other disclosures

(i) Details of equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year.

(ii) Details of sweat equity shares issued

The Company has not issued any sweat equity shares during the year.

(iii) Buy Back of Securities

The Company has not bought back any of its securities during the year under review.

(iv) Bonus Shares

No Bonus Shares were issued during the year under review.

(v) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking
loan from the Banks or Financial Institutions along with the reasons thereof : Not applicable.

(vi) There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along
with their status as at the end of the financial year.

(vii) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the
Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

(viii) The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013.

48. Reconciliation of Share Capital

The Share capital audit was carried out by a Practicing Company Secretary to reconcile the total equity share capital with NSDL and CDSL and the total
issued and listed equity share capital issued by the Company for the year ended March 31, 2025.

49. Listing with Stock Exchanges

The equity shares of the Company are listed in the BSE Limited (scrip code: 540425) and in the National Stock Exchange of India Limited (scrip code:
SHANKARA) and for the purpose of dematerialization of shares established a connectivity with the National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL) with the International Securities Identification Number (ISIN) allotted under the Depository
System is INE274V01019 through Kfin technologies Limited, our Registrar and Share Transfer Agent.

The Company has paid the Annual Listing Fees for the year 2024-25 and 2025-26 to the Exchanges where the Company shares are listed i. e, the
National Stock Exchange of India Ltd ('NSE') and BSE Ltd ('BSE').

50. Green Initiatives

Electronic copies of the Annual report for the year 2025 and the Notice of the 30 th Annual General Meeting are sent only to Shareholders whose email
addresses are registered with the Company/ depository participant(s). To support the “Green Initiative', Shareholders who have not registered their
email addresses are requested to register the same with their DPs in case the shares are held by them in electronics form and with RTA in case the
shares are held by them in physical form.