We have pleasure in presenting the 16^th Director Report on the business and operations of Company and Financial Results
for the year ended 31 st March, 2025.

1. FINANCIAL HIGHLIGHTS

The Financial highlights of the company are as follows:

Rs. In lakhs

2. OPERATIONS

During the year under review, the company achieved a total turnover of Rs. 2820.02 Lakhs which is higher than that
of the previous year. [3uring the previous financial year, the Company has earned commission income apart from
manufacturing of yarn. The textile value chain from fiber to Apparel has seen lower demand due higher inflation in
the domestic andinternational markets. The company has reduced the Capacity Post Covid to reduce the losses as
the old mac;hine were consuming high power and Labor. Further as the Cotton Spinning was incurring huge losses
the compaay has shifted to recycle poly spun yarn which has a better demand. The operations in the year have ended
in a profit of Rs. 837.20 Lakhs compared to a loss of Rs. (252.90) Lak2r in the previous year.

3. CHANGE IN THE NATURE OF BUSINESS, IF ANY:

There was no change in nature of business activity during the year under review.

4. CHANGE lid SHARE CAPITAL

Tine paid upShare capital of the company is Rs. 49,595,770 and there has been no change in paid up share capital
during the year under review.

5. RESERVES

Your Directors has not proposed to transfer any amount to General Reserve for the financial year under review.

6. DIVIDEND

The Board does not recommend any dividend for the year ended 31^st March, 2025.

7. MATERIAL CHANGESAND COMMITMENTS,IF ANY, AFFECTING THE FINANCIAL POSITION OF
THE COMPANY WHICH HAS OCCURRED BETWEEN THE AFTER THE END OF FINANCIAL YEAR
OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE
REPORT

There are no material changes and commitments in the company after the end of the financial year till the date of
this report that have a bearing can the financial position of the company.

8. DETAILS OF SIGNIFICANT MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRI BUNALS IMPACTING THE GOING CONCERN STATUS AND THE COMPANY’S OPERATIONS IN
FUTURE

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

9. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANY

The comp any does not have any subsidiaries or Joint-Venture or Associate Companies.

10. PUBLIC DEPOSITS

The company has not accepted any deposits under Chapter V of the Companies Act, 2013. Accordingly, there is no
disclosuMe or reporting required in respect of the same.

11. CORPORATE SOCIAL RESPONSIBILITY
FY 2024-2M

The provisions of the Companies Act, 2013 relating to Corporate Social Responsibility were not applicable to the
Company for the FY 2024-25 as the Company's net profit before exceptional items and tax was Rs. 355.36 Lakhs.
The Board of Directors of the Company has, however, constituted a Corporate Social Responsibility Committee in
complianfe with Section 135 of the Act.

The Company is committed to its stakeholders to conduct business in an economically sodially and environmentally
sustainable manner that is transparent and ethical.

The Report on Corporate Social Responsibility as per Rule 8 of (Corporate Social Responsibility Policy) Rules, 2014
in not required to be attached in the annual report.

12. CORPORATE GOVERNANCE

The report on Corporate Governance is not being enclosed to this report in view of the relaxation under regulation
15(2) ofSEBI (Listing; Obligations and Disclosure Requirements) Regulations 2015.

13. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 read
with Schydule V of⁷ SEBI (Listing Obligations and Disclosure Requirements), 2015 is preseyted in a separate section
forming part of theAnnual Report as Annexure -V

14. LISTING ON STOCK EXCHANGE

The Equity shares of the Company are listed on Bombay Stock Exchange Limited, Mumbai.

I 5. ENVIRONMENT AND POLLUTION CONTROL

The manufacturing facilities have obtained environmental clearance from the Pollution Control Board concerned and
are in compliance with all current environmental legislation. As an integral part of its environment protection drive,
t4e Company ensures the very minimum quantity of generation of waste, low emission levels and low noise pollution
levels during operations of all manufacturing facilities.

16. DEPOSITORYSYSTEM

Your Company's shares are tradable compulsorily in electronic form and your Company has connectivity with
both the Depositories i.e. National Securities Depository Limited (NSD L) and Central Depository Service (India)
Limited (CDSL). As per the SEBI (Listing Obligations & Disclosure Requirements) (Fourth Amendment) Regulations,
2018, vide Gazette notification dated June 8, 2018 & 30th November, 2018 mandated that Share transfer shall be
mandatorily carried out in dematerialized form only w.e.f. from April 1,2019. In view of the numerous advantages
offered by the Depository System, members are requested to avail the facility of Dematerialization of the Company's
shares on either of the Depositories mentioned as aforesaid.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The management of the company was handled by the following Key Managerial Personals during the year under
review:

*Subsequent to the year under review, the Board appointed Ms. Pooja Gupta (DIN: 11239344) w.e.f. 11^th August
2025 (Additional Director) and accepted resignation of Sushma Gupta w.e.f 11^th August 2025.

A. CHANGES IN DIRECTORS

Duringtheyear the Board appointed Mr. Adarsh Gupta (DIN: 00526687) w.e.f. 12th August 2024 as Additional
Director^- and then regularize to Non-Executive Independent Director in Annual General Meeting of the
company held on 30^th September 2024.

Subsequent to the year under review, the Board appointed one additional Director Ms. Pooja Gupta (DIN :
11239344) w.e.f. I i^th August 2025 and accepted resignation of Sushma Gupta from the post of Director w.e.f.

1 I^th August 2025.

Mr. Jeetender Kumar Agarwal, Managing Director, is liable to retire by rotation at the ensuing Annual General
Meeting and being eligible, offers himself for re-appointment.

B. CHANGES INI KEY MANAGERIAL PERSONNEL

As on 31^st March, 2025, following are the Key Managerial personnel of the Company:

1. Mir^-. Jeetender Kumar Agarwal - Managing Director and Chief Financial officer

2. Ms. Rozie Mukharjee - Company Secretary & Compliance Officer
There is no change in Key Managerial Personnel during the year.

C. EVALUATION OF THE BOARD’S PERFORMANCE

In compliance with the Companies Act, 2013 and as per the Listing Regulations, the performance evaluation of
the Board and of its Committee was carried out during the year under review.

The Directors evaluation was broadly based on the parameters such as understanding of the Company's vision
and objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings;
governance and contribution to strategy; interpersonal skills etc.

The Board has carried out the annual performance evaluation ofits own performance, the Directors individually
as well as evaluation of the working of its Board Committees. A structured questionnaire was prepared
covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its
Committees, Board Culture, execution and performance of specific duties, obligations and governance.

A meeting of the Independent Directors was also held which reviewed perform ance of non-independent
directors, performance of the board as a whole and performance of the chairman after taking in to account the
views of executive directors and non-executive directors. The same was discussed in the board meeting that
followed the meeting of the independent directors, at which the performance of the board, its committees
andindividual directors was also discussed. Performance evaluation of independent directors was done by ehe
entire board, excluding the independent director being evaluated.

D. DECLARATION BY INDEPENDENT DIRECTORS

All Independent Dire ctors of your Company have given a declaration pursuant to 3ection 149(7) of the
Companies Act, 2013 and Regulation 25(8) SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015> affirming compliance to the criteria of Independence as laid down under Sectionl49(6) of the Comt^anits
Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Based on the declaration(s) of Independent Directors, the Board of Directors recorded its opinion that all
Independent Directors are independent of the Management and have fulfilled the conditions as specified in the
Companies Act, 2013 and the Rules made there under.

Independent Directors are not liable to retire by rotation, in terms of Section 149(13) nf the Act.

E. FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The Com pany has formulated a familiarization program for Independent Directors to provide insights into
the Company’s manufacturing, marketing, finance and other important aspecds to enable the Independent
Directors to understand its business in depth and contribute significantly to the Company. The details of such
program are available on the Company's website (www.sheshadri.in)

F. DISQUALIFICATION OF DIRECTORS

During the year declarations received from the Directors of the Company pursuant to Section 164 of the
Companies Act, 2013. The Board appraised the same and foundthat none of the directors are disqualified tear
holding office as Director.

Further the Certificate from Practicing Company Secretary haf been obtained who certified that none of
tine directors of the company disqualified for holding office as director of the Company is enclosed with this
Director’s Report ss Annexure -IV

G. NOMINATION AND REMUNERATION POLICY

The Board on the recommendation of the Nomination and Remuneration committee framed a policy for
selection and appointment of directors, Senior Management and their remuneration as sequired under section
178 of the Companies Act, 2013 and Regulation 19(4) read with Schedule II of the SEBI (List: ing Obligat ions and
Disclosure Requifements) Regulations, 2015.

18. BOARD AND THEIR COMMITTEES
1. BOARD OF DIRECTORS

a) Composition and provisions as to Board and Committees:

Ason 31^st March 2025, the Company's Board of Directors comprises of 4 (four) Directors. Of these, 1
(One) is promoter Director and 3 (three) are Non Executive Independent Directors. The Chairman is
an Executive Director.

The Board of Directors of the Company met Four (4) times during the Financial Year. The intervening gap
between the meetings was within the prescribed period under the Act and listing Regulations. Details of
number of Board meetings and Directors' attendance is as follows:

b) Disclosure of relationships between directors inter-se:

There is no inter-se relationship between the Members of the Board.

2. AUDIT COMMITTEE

Ason3 I^st March 2024, the Audit Committee comprised of Sri Uttam Gupta as Chairperson of the Committee,
Sri Jeetender Kumar Agarwal and Sri Adarsh Gupta as members of the Committee. All the recommendations
made by the Audit Committee were accepted by the Board.

During the financial year ended March 31,2025 - The Audit Committee met 4 (Four) times. The details of the
meetings are as below:

3_e NOMINATION & REMUNERATION COMMITTEE

As on 31^st March 2025, the Nomination & Remuneration Committee comprised of Sri Uttam Gupta as
Chairperson of the Committee, Smt. Sushma Gupta and Sri. Adarsh Gupta as members of the Committee.
All the recommendations made by the Nomination & Remuneration Committee were accepted by the Board.

Duringthe financial year ended March 31,2025 - The Nomination and Remuneeation Committee met one 21)
time. The details of the meetings are as below:

*Smt Sushma Gupta tendered her resignation, effective from 11th August, 2025. Following this, Smt. Pooja
Gupta was appointed as a member of the Nomination & Remuneration Committee, also effective 11^th August,
2025.

4. STAKEHOLDERS’RELATIONSHIP COMMITTEE

As on 31^st March 2025, Your company has constituted a Stakeholders' Relationship Committee to specifically
look into the mechanism of redressal of grievances of shareholder's and other security holders.

The Stakeholders Relationship Committee comprised of Sri. Uttam Gupta as Chairperson of the Committee,
Sri. Jeetender Kumar Agarwal and Sri. Adarsh Gupta as members of the Committee.

During the financial year ended March 31,2025 - The Stakeholders' Relationship Committee met 1 (one) time.
The details of the meetings are as below:

Details of the complaint received and redressed during the year under review are as follows:

5. CORPO RATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

The Board of Directors of the Company has constituted a Corporate Social Responsibility (CSR) Committee
of the Board presently comprising of one Executive Director and two Non-Executive Independent Directors.

As on 31^st March 2025, the Corporate Social Responsibility Committee comprised of Sri Uttam Gupta
(chairman), Sri. Jeetender Kumar Agarwal (member) and Sri. Adarsh Gupta (member).

During the financial year ended March 31,2025 - The CSR Committee met 2 (two) times on 15-05-2024 and
20-11 -2024 and all the members were present at the meeting.

6. SEPARATE MEETING OF INDEPENDENT DIRECTOR:

Duringthe year under review, a separate meeting of Independent Directors was held on 27.03.2025 to

a. evaluafe the performance of the Chairperson of the company, taking into account the views of executive
airecfors and non-executive directors;

b. reviewing theperformance of non-independent directors and the Board as a whole;

c. assessing the quality, quantity and timeliness of flow of information between the company management
and the Board so as to ensure that the Board is performing the duties effectively and reasonably.

All directors were present.

7. OTHER MANAGEMENT POLICES

The following policies are placed in company’s website at http://www.sheshadri.in
^E Policy for determination of materiality

• Uolicy on code of conduct

• Policy can Code of Fair disclosure

• RPT Policy

• Code of Conduct for Prevention of Insider Trading

• Whistle Blower Policy - Vigil Mechanism

• Policy on Prevention of Sexual Harassment at Workplace (POSH) Policy

19. STATUTORY AUDITORS & AUDITORS’ REPORT

A. STATUTORY AUDITORS

M/s K.S. Rao & Co., Chartered Accountants, Hyderabad (ICAI Firm Regn. No.003l09S) were: appointed as
Statutory Auditors in the AGM held on 29^th September 2017 for a period of 5 years until the conclusion of 13^th
AGM.

The Company re-appointed M/s. K.S. Rao and Co., Chartered Accountants as the Stptutory Auditors for a
second term of 5 years in the 13^th AGM held on 30^th September 2022 till the conclusion of 18^th AGM of the
com pany.

Explanation to Auditor's Remark

Following are the replies / clarifications in respect of the observations made by the statutory auditor in their
audit report.

1. The management would like to inform you that all statutory dues for the financial years 2021-22 to 2024¬
25 have been settled. For the financial years prior to 2021-22, the interest payable on statutory dues will
beverified with the respective statutory authorities and all necessary provisions related to this will be
made in the following financial year.

2. Though company has not obtained any formal quotes from third parties but the company based on the
prevailing market prices has paid or received the payments with the transactions carried out with related
parties.

Refuorting of fraud by Statutory Auditors

There was no fraud in the Company, which was required to be reported by statutory aud i tors of the Company
ueder sub-section (12) of section 143 of Companies Act, 2013.

B. SECRETARIAL AUDITOR

During the year, the Company has appointed M/s HSP & Associates LLP Practicing Company Secretaries as
Secretarial Auditor in compliance with the provision of Section 104 of the Companies Act, 2013 and Rule 9of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, The Secretarial /Audit
report in form MR-3 for the financial year ended 31^st March 2025 is annexed herewith as Annexure I to this
Report. The Secretarial Audit Report does not contain any qualification or adverse remark.

C. INTERNAL AUDITOR

In compliance with the provisions of Section 138 of the Act read with Rule I3(l)(a) of Companies (Accounts)
Roles, 2014. The Board of Directors of the Company has appoiaUed M/s. LANS & Co., Chartered Accountant
as Internal Aud itors to conduct Internal Audit of the Company for the Financial Year 2025- 2026.

D. COST AUDITOR

Pursuant to the provisions of section 148 of the Companies Act, 2013 and rules made thpreunder (as amended
from time to time) the requirement of maintenance of Cost Records and appointment of Cost Auditor is not
applicable to the company during the year under review.

20. DIRaCTORS’ RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your
Ditectors make the following statements in terms of Section I34(3)(c) of the Companies Act, 2013:

(a) in the preparation of the annual financial statements for the financial year ended 31^st March, 2025,the applicable
accounting standards had been followed along with proper explanation relating to material departures;

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

(c) the directors has taken Proper and sufficient care for the maintenance erf 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 otherirregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) 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; and; and

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

21. RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm'slength basis and were in
the ordinary course of business. There are no materially significant related party transactions made by the Company
with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential
conflict with the interest of the Company at large.

All Related Party Transaction are presented to the Audit Committee and the Board of Directors. Omnibus approval is
obtained for transactions which are foreseeable and repetitive in nature. A Statement of all related party transactions
is presented before the .Audit Committee and the Board of Directors on a quarterly basis, specifying the nature, value
and terms and conditions of the transactions. The Policy on materiality of related party transactions as approved by
thin Board of Directors may be accessed on the Company's website at http://www.sheshadri.in/policies.html

Your IDirectors draw attention of the members to Note 45 to the financial statement wlrich sets out related party
disclosuces. Particulars erf Contracts or Arrangements with related parties referred to in Section 188(1) in Form
AOC- 2 are enclosed ter this report in Annexure III.

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

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo
required to be given pursuant to the provision of Section 134 of the Companies Act, 2013 read with the Companies
(Account) Rules, 2014 is annexed hereto and marked Annexure II and forms part of this Report.

23. INTERNAL FI NANCIAL CONTROL SYSTEMS

The Compana hat adopted the policies and procedures for ensuring the orderly and efficient conduct of its business,
including; adherence to the Company's policies, the safeguarding of its assets, the prevention and detection offrauds
and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable fiaancial
information.

The Company has in place adequate internal financial controls with reference to financial statements. The Company's
internal control systems, including internal financial controls, are commensurate with the nature of its business and
the size and complexity of its operations and the same are adequate and operatiog effentively These systems am
periodically tested and no reportable material weakness in the design or operation was observed. The internal
auditors of ihe company conduct audit on regular basis and the Audit Committee reviews adequacy and effectiveness
of the Company's internal control system including internal financial controls.

24. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

None of the employees was in receipt of remuneration in excess of the limits prescribed under Rule 5(2) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Hence, disclosure with respect
to the same.is not required to be given.

The information required pursuant to Section 197(12) of Companies Act, 2013 read with Rule 5(1) and Rule 5(2) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of the employees
of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accou nts are
being sent to the members and others entitled thereto, excluding the information on employees' particulars which is
available for inspection by the members at the Registered Office of the Company during business hours on working
days of the Company upto the date of the ensuing Annual General Meeting. If any member is interested in obtaining
a copy thereof, such member may write to the Company Secretary in this regard.

25. POLICY ONSEXUAL HARASSMENT:

The Company has in place a policy on Prevention of Sexual Harassment of Employees at workplace in accordance
with The Sexua l harassm ent of Women at Workplace (Prevention, Prohibition and Redressal ) Act, 2013. Internal
Compliant Committee has been set to redress complaints received regarding sexual harassment.

During the year under review, the Company has not received any complaints pertaining to sexual harassment:.

26. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The Company Isas not made any loan, given guarantee or provided security pursuant to the provisions of Section 1866
of Companies Act, 2013 during the year.

27. DISCLOSURES:

A. EXTRACT OF ANNUAL RETURN

Annual Return of the company as on 31^st March, 2025 in accordance with section 92(3), Section I34(3)(a) of the
Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, can be accessed
from http://vcvcnw.shieshadri.in/financials.

B. Vigil Mechanism

The Company has a ‘Whistle Blower Policy'/‘Vigil Mechanism' in place. The objective of the Vigil Mechanism
is to provide theemployees, Directors, customers, contractors and other stakeholders of the Company an
impartial and fair avenue to raise concerns and seek their redressal, in line with thr Company's commitment
to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its
stakeholders and constituents and its commitment to open communication channels. The Company is also
committed to provide requisite safeguards for the protection of the persons who raise such concerns from
reprisals orvictimization, for whistle blowing in good faith. The Board of Directors affirms and confirms that no
personnel Inave been denied access to the Audit Committee. The Policy contains the propision for direct access
to the Chairman ofthe Audit Committee in appropriate or exceptional cases..

The Po licy on vigil mechanism cum Whistle Blower may be accessed on the Company's website at the link:
http://www.sheshadri.in there were no complaints received during the year 2024-25.

C. Rihk Management

The Company recognizes that risE is an integral and unavoidable component of business and is committed fo
maeaging the risk in a proantive and efficient manner. The Company as part of business strategy has in place a
mechanism to identify, assess, monitor risks and mitigate various risks with timely action.

28. COMPLIANCE OF SECRETARIAL STANDARD

The Company has complied with all the applicable Secretarial Standards issued by The Institute of Company
Secretaries of India and notified by the Central Government.

29. MAINTENANCE OF COST RECORDS

The Compan^c is not required to maintain cost records under Section 148(1) of the Companies Act, 2013.

30. THE DETAILS OF APPLICATION MADEORANY PROCEEDING PENDING UNDER THE INSOLVENCY'
AND BANKRUPTCY CODE, 2016 DURING THE YEAR ALONG WITH THEIR STATUS AS AT TH E END
OF THE FINANCIAL YEAR.

During the financial year, no application was made by or against the Company or any proceedingis pending ENder
the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

31. GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no
transactions on Lhese items during the year under review:

a. During the year under review the Company has not given loan to any employee ^por purchase of its own shares

as per section 67(3) (c) of Companies Act, 2013.

b. The Company has not issued shares under employee's stock options scheme pursuant to provisions of Section

62 read with Rulel2 of Companies (Share Capital and Debenture) Rules, 2014.

c. The Company lias nest issued sweat equity shares pursuant to provisions of Section 54 read with Rule 83 of
Companies (SharL Capital and Debenture) Rules, 2014 & SEBI (Share Based Employee Benefits and Sweat
Equity) (Regulations, 2021 during the Financial Year.

d. The Busieess (Responsibility Reporting as required by Regulation 34(2) of thd SEBI (Listing Obligatiens &
Disclosure Requirements) Regulations, 2015, is not applicable to your Company for the financial year edding
March 31,2025.

e. Details in respect of frauds reported by the Auditors under section 143(12) other than those which are

reportable to the Central Government, as there were no such freuds reported by the Au ditors.

f. There was no application made / proceeding pending under the Insolvency and Bankruptcy Code, 2016.

g. During the year, tee Company has not undergone any one-time settlement and therefore the disclosure in this
regard is nest applicable.

32. ACKNOWLEDGEMENTS:

The Board of Directors is pleased to place on record their appreciation of the co-operation and support extended
by All Financial Institutions, Banks and various State and Central Government Agencies.

The Boahd would also like to thank the Company's shareholders, customers, suppliers for the support and the
confidence which they have reposed in the management. The Board place on recore its appreciation of Che
contribution made bythe employees at all levels for their hard work, solidarity, co-operation and support.

By order of the Board
ForSIeshadri Industries Limited

Jeetender Kumar Agarwal
Managing Director
DIN:0D04I946

Uttam Gupta
Director
DIN: 08883411

Place: Secunderabad
Date: II .08.202b