డైరెక్టర్ల నివేదిక Shankara Buildpro Ltd.

Mar 31, 2026

Your Directors have pleasure in presenting the 3rd
Annual Report on the business and operations of
Shankara Buildpro Limited (“the Company”),
together with the audited financial statements for
the year ended March 31, 2026. The consolidated
performance of the Company and its subsidiary
have been referred to wherever required.

1. Financial Performance

A summary of the Company''s financial
performance for the year ended March 31, 2026, is
presented below.

Key highlights of financial performance of your Company for the financial year 2025-26 are provided below:

Particulars	Consolidated		Standalone
	Year Ended March 31, 2026	Year Ended March 31, 2025	Year Ended March 31, 2026	Year Ended March 31, 2025
Revenue from Operations	6,825.71	5,267.38	6,824.65	5,267.38
Other Income	1.40	1.26	1.49	1.26
Total Income	6,827.11	5,268.64	6,826.14	5,268.64
Other Expenditure	6,598.78	5,117.28	6,598.41	5,117.28
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	228.33	151.36	227.73	151.36
Depreciation and Amortization Expenses	9.72	8.02	9.72	8.02
Finance Cost	42.24	42.27	42.19	42.27
Profit Before exceptional items and tax	176.37	101.07	175.82	101.07
Exceptional Items	(2.61)	-	(2.61)	-
Profit before Tax (PBT)	173.76	101.07	173.21	101.07
Tax expense:
Current Year	45.23	23.93	45.08	23.93
Earlier Year	2.57	(0.10)	2.57	(0.10)
Deferred Tax	(2.00)	(0.92)	(2.00)	(0.92)
Profit after Tax (PAT)	127.96	78.16	127.56	78.16
Profit from discontinued operation	-	-	-	-

Particulars	Consolidated		Standalone
	Year Ended March 31, 2026	Year Ended M ar ch 3 1, 2025	Year Ended March 31, 2026	Year Ended March 31, 2025
Add: Other Comprehensive Income	0.81	0.10	0.81	0.10
Total Comprehensive Income	128.77	78.26	128.37	78.26
EARNING PER EQUITY SHARE (Face Value of ^10 each)
i) Basic	52.77	32.23	52.60	32.23
ii) Diluted	52.77	32.23	52.60	32.23

2. Dividend

Based on the Company''s good performance and a
strong cash flow, your Directors are pleased to
propose a final dividend at the rate of ^5.00
(Rupees Five only) on the face value of ^10/- each
fully paid up for the financial year 2026.

Dividend pay-out has been determined in
accordance with the Company''s dividend
distribution policy. Dividend will be payable
subject to approval of members at the ensuing
Annual General Meeting and deduction of tax at
source, if applicable, to those Shareholders whose
names appear in the Register of Members as on
the Record Date.

3. Dividend Distribution Policy

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/uploa
ds/2026/05/SBL-Dividend-Distribution-Policy.pdf.

4. Transfer to Reserves

The Board of Directors have decided not to
transfer any amount to the General Reserve for the
year under review. The total profit of ^205.88
crores available with the Company on a

consolidated basis is proposed to be retained in
the profit and loss account.

5. Share Capital

(i) Authorised Capital

The authorised share capital of the Company as on
March 31, 2026 is ^30,00,00,000 comprising of
3,00,00,000 equity shares of ^10 each.

(ii) Paid-Up Capital

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, 2026.

(iii) Issue of equity shares with differential rights

Your Company has not issued any equity shares
with differential rights during the year under
review.

(iv) Issue of sweat equity shares

Your Company has not issued any sweat equity
shares during the year under review.

(v) Issue of employee stock options

Your Company has not issued any employee stock
options during the year under review.

(vi) Provision by the Company for purchase of its
own shares by employees or by trustees for the
benefit of employees

Your Company has not made any provision for
purchase of its own shares by employees or by
trustees for the benefit of employees during the
year under review.

(vii) Buy Back of Securities

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

(viii) Bonus Shares

No Bonus Shares were issued during the year
under review.

6. Performance and State of the Company''s Affairs:

The consolidated revenue from operations of your
Company was ^6,825.71 crores during FY26 as
against ^5,267.38 crores during the previous
financial year. EBITDA (excluding other income) was
at ^226.93 crores as compared to ^150.10 crores
during the previous financial year. The Net Profit
for the year under review was ^127.96 crores, as
against ^78.16 crores in the previous financial year.

This year, on a standalone basis, the Company
incurred a capital expenditure of ^8.17 crores
(Gross) for FY 2026 as against ^8.49 crores (Gross)
in the previous year. On a consolidated basis, the
capital expenditure stood at ^8.25 crores (Gross)
for FY 2026 as against ^8.49 crores (Gross) for the
previous year.

Your Company has prepared the Financial
Statements for the financial year ended March 31,
2026, 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.

7. Management Discussion and Analysis Report

The Management Discussion and Analysis (MD&A)
of your Company''s performance, including an
overview of operational results, financial highlights,
key developments, industry outlook, and risk
factors, has been comprehensively discussed in the
Management Discussion and Analysis Report. This
report provides a detailed assessment of the
Company''s performance during the year under
review and the management''s perspective on the
factors influencing its business. The MD&A Report
forms an integral part of this Annual Report.

8. Material changes and commitment, between the
end of the financial year and date of the Report

No material changes and commitments have
occurred after the closure of the Financial Year
2026 till the date of this Report, which would affect
the financial position of your Company.

9. Subsidiaries, Joint ventures and Associate
companies:

As on March 31, 2026, your Company had one
subsidiary in the name Purple Splash Materials
Private Limited.

Other requirements of Regulation 24 of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 with regard to Corporate
Governance for Subsidiary Company have been
complied with.

(i) Purple Splash Materials Private Limited was
incorporated on April 20, 2025 as a private limited
company under the Companies Act, 2013 with the
corporate identity number

U24311KA2025PTC201613. It has its registered office
at 2nd Floor, G2, Farah Winsford, 133 Infantry Road,
Bengaluru-560001.

During the year under review, no other company
has become or ceased to be subsidiaries, joint
ventures or associate companies.

10. Consolidated Financial Statement

As stipulated by Regulation 33 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015 the Consolidated Financial
Statements have been prepared by the Company in
accordance with the applicable Accounting
Standards. The audited Consolidated Financial
Statements, together with Auditors'' Report, form
part of the Annual Report.

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/wp-content/uploads/
2026/05/Purple-Splash-Signed-Financials-FY-2526.pdf

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 will be made available upon the
request by any member of the Company at
[email protected].

As per the provisions of Section 129 of the
Companies Act, 2013, the Consolidated Financial
Statements of the Company, its Subsidiary is
attached in the Annual Report. The annual accounts
of Subsidiary will be made available to
shareholders on request and will also be kept for
inspection by any shareholder at the Registered
Office and Corporate Office of your Company.

A statement in Form AOC-1 is annexed as Annexure I
containing the salient features of the financial
statements of the Company''s Subsidiaries,
Associates and Joint Venture for the year ended
March 31, 2026 is also attached with financial
statements.

The policy determining ''material subsidiaries is
disclosed in

https://shankarabuildpro.com/wp-content/upload
s/2026/05/SBL-Policy-for-Material-Subsidiaries.pdf

During the financial year under review, the
provisions relating to Secretarial Audit under
Section 204 of the Companies Act, 2013 are not
applicable to the Subsidiary Company, as the
Subsidiary Company does not fall within the
prescribed criteria requiring Secretarial Audit.

11. Board and Committee Meetings

The Board of Directors plays a central role in guiding
the Company''s overall direction and ensuring that
its operations are conducted in a sound,
transparent, and accountable manner. It meets at
regular intervals to review and deliberate on a wide
spectrum of matters, including the formulation and
evaluation of corporate policies, long-term and
short-term business strategies, financial and
operational performance, risk management
practices, and other key issues that require
strategic direction and formal approval. These
meetings serve as an essential governance
mechanism, offering a structured and disciplined
platform for meaningful discussions, collective
decision-making, and effective oversight of the
Company''s affairs.

The Board also remains responsive and agile in
addressing time-sensitive matters. In circumstances
where urgent decisions are required in the best
interest of the Company, approvals may be obtained
through resolutions passed by circulation in
accordance with applicable provisions of law.
Additionally, Board or Committee meetings may be
convened at shorter notice to address critical
issues, ensuring that the Company''s

decision-making process remains efficient and
uninterrupted while still adhering to statutory and
regulatory requirements.

To facilitate the smooth and effective functioning of
the Board and its Committees, meetings are planned
well in advance. This forward planning enables
Directors to align their schedules, ensuring
maximum participation and meaningful
contribution during meetings. Further, detailed
agenda notes are circulated in advance, along with
comprehensive background materials, relevant
data, and supporting documents. This ensures that
Directors are adequately informed and
well-prepared, thereby enabling thoughtful
deliberations and high-quality decision-making.

In compliance with the provisions of the Companies
Act, 2013 and the applicable SEBI (Listing Obligations
and Disclosure Requirements) Regulations, the
Company has maintained a robust meeting
framework during the year under review. A total of
eleven Board Meetings were held. In addition, the
various Committees of the Board convened
meetings as follows: three meetings of the Audit
Committee, one meetings of the Risk Management
Committee, one meeting of the Nomination and
Remuneration Committee. All these meetings were
conducted in strict adherence to the applicable
legal, statutory, and regulatory guidelines issued by
the Ministry of Corporate Affairs (MCA) and the
Securities and Exchange Board of India (SEBI).

The Company has also ensured compliance with the
prescribed time gap between two consecutive Board
or Committee meetings. The interval between any
two meetings did not exceed the maximum duration
stipulated under the Companies Act, 2013 and the
Listing Regulations, thereby demonstrating the
Company''s commitment to maintaining continuous
oversight and governance.

Comprehensive details regarding the composition of
the Board and its Committees, the number of

meetings held, attendance records of each Director,
and proceedings of the 2nd Annual General Meeting
are provided in the Corporate Governance Report.
This report forms an integral part of the Annual
Report and reflects the Company''s strong emphasis
on transparency, accountability, and adherence to
best corporate governance practices.

12. Directors & Key Managerial Personnel

Composition and size of the Board and Committee

The Board has an optimum combination of
Executive and Independent Directors. The total
strength of the Board as on the date of reporting is
six Directors, of which three are Independent
Directors and three 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.

Succession Planning

The Company recognizes the importance of
succession planning in ensuring long-term stability
and sustained growth. The Board, through the
Nomination and Remuneration Committee (NRC),
regularly engages with the Managing Director on
leadership continuity, with succession discussions
forming an integral part of NRC meetings. The NRC
focuses on succession planning for Key Managerial
Personnel, including the Managing Director,
Executive Director, Chief Financial Officer, and
Company Secretary. A structured approach is in
place for the Managing Director''s role, with a
potential successor identified and being groomed
for a smooth transition.

For other KMP positions, the Company is in the
process of formalizing a comprehensive succession
plan, while also maintaining a strong internal talent
pool with identified individuals capable of stepping
into these roles on an interim basis, ensuring
continuity of operations.

The Company remains committed to strengthening
its succession planning framework by building
internal capabilities, nurturing leadership talent,
and preparing for both planned and unforeseen
transitions.

Board Diversity

The Company recognizes that a well-qualified and

diverse Board is essential for strong corporate
governance. The Board strives to maintain a
balanced composition with varied skills, industry
expertise, and professional backgrounds aligned
with the Company''s strategic objectives. It believes
that diversity in terms of gender, experience,
knowledge, and perspectives enhances the quality
of discussions and leads to more balanced and
effective decision-making, supporting innovation,
risk management, and long-term growth.

The Board Diversity Policy, which forms an integral
part of the Company''s governance framework, is
available on the Company''s website.

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.

Appointments and Re-appointments

Appointment to the Board

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

1. Resignation of Mr. Agfa Chengalan Nalagath (DIN:
10373519) as Whole-time Director of the Company
w.e.f August 11, 2025.

Reappointment to the Board

There were no reappointments to the Board during
the year.

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.

Cessation from the Board

There were no cessations of directors during the
year.

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

• Mr. Sukumar Srinivas, Managing Director

• Mr. C. Ravikumar, Whole-time Director

• Mr. Dhananjay Mirlay Srinivas, Whole-time
Director

• Mr. Alex Varghese, Chief Financial Officer

• Ms. Ereena Vikram, Company Secretary and
Compliance Officer

Mr. Alex Varghese, Chief Financial Officer, and Ms.
Ereena Vikram, Company Secretary and Compliance
Officer (collectively, the ''Key Managerial Personnel''),
were appointed with effect from October 9, 2025.

Executive and Independent Directors are
familiarized with the Company through structured
orientation and induction programmes designed to
provide a comprehensive understanding of its
operations, industry dynamics, regulatory
environment, and strategic objectives. These
programmes also emphasize the Company''s vision,
mission, governance framework, and core values,
enabling Directors to effectively discharge their
roles and responsibilities.

As part of the familiarization process, Directors are
provided with key documents and reference
materials, including the Annual Report, investor
presentations, press releases, the Code of Conduct,
policies, and the Company''s constitutional
documents. They are also briefed on the
organizational structure, risk management
framework, internal control systems, and key
business segments.

To ensure continuous engagement and up-to-date
knowledge, the Company regularly apprises
Directors of developments relating to business
performance, financial results, industry trends, and
regulatory changes through detailed presentations
at Board and Committee meetings. Site visits,

interactions with senior management, and periodic
strategy sessions are also organized, where
necessary, to deepen their understanding of the
Company''s operations and emerging opportunities
and risks. This ongoing familiarization process
enables Directors to remain well-informed and
actively contribute to the Company''s
decision-making and governance processes.

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/upload
s/2026/05/SBL-Familiarisation-Programme-for-Ind
ependent-Directors.pdf

13. Particulars of Loans, Advances, Guarantees and
Investments made by the Company

The Company makes investments and, where
required, extends loans or provides guarantees to
its subsidiaries to support their business operations
and meet emergent business requirements. The
details of loans, guarantees and investments
covered under Section 186 of the Companies Act,
2013, along with the purposes for which such loans
or guarantees were utilized, form part of the Notes
to the standalone financial statements attached to
this Annual Report.

During the year under review, however, the Company
did not grant any loans or provide any guarantees
falling within the purview of Section 186 of the
Companies Act, 2013.

14. Unclaimed Dividend

As the Company was incorporated on October 13,
2023, no dividend was declared during the year.
Accordingly, there is no unclaimed dividend or
unclaimed shares.

15. Reporting of Frauds, Audit and Auditors

During the year under review, no instances of fraud
were reported by the statutory auditors under
sub-section (12) of Section 143 of the Companies Act,
2013, that are required to be reported to the Central
Government. The auditors have not reported any
matter involving fraud against the Company''s
employees or management which would warrant
reporting under the said provision. Accordingly,
there were no such reportable frauds during the
year.

(i) Statutory Auditors: M/s ASA & Associates LLP,
Chartered Accountants (Firms Registration No.
009571N/N500006).

Pursuant to provisions of Section 139 of the Act read
with the Companies (Audit and Auditors) rules, 2014,
M/s ASA & Associates LLP, Chartered Accountants
(Firms Registration No. 009571N/N500006) were
appointed as the Statutory Auditors of the Company
for a first tenure of 5 (five) years in the financial year
2024-25 until the conclusion of 6th Annual General
Meeting of the Company to be held in the financial
year 2029-30.

The Auditor''s Report for the financial year 2026 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.
During the year under review, the Auditors had not
reported any matter under Section 143(12) of the
Companies Act, 2013. Therefore, no detail is required
to be disclosed under Section 134(3)(ca) of the
Companies Act, 2013.

The remuneration in the form of fees (excluding GST
and out of pocket expenses) for the year ended
March 31, 2026 to M/s ASA & Associates LLP,
Chartered Accountants as the Statutory Auditor of
the Company are as follows:

Engagement	Amount
Statutory Audit	20.00
Limited Review	9.00
Consolidation	2.00
Tax Audit	4.50
Total	35.50

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

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

M/s. GRSM & Associates, Chartered Accountants
were appointed as Internal Auditor of the Company
to carry out the internal audit function for FY
2025-26. M/s. GRSM & Associates have confirmed
that they are free from any disqualifications and
also their independence and arm''s length

relationship with the Company and are a
peer-reviewed audit firm including its partners.

The remuneration in the form of fees (excluding
GST) for the year ended March 31, 2026 to M/s GRSM
& Associates, Chartered Accountants as Internal
Auditor of the Company are as follows:

Engagement	Amount
Audit Fees	4.50
Other audit related services	-
Total	4.50

Note: The above fees are exclusive of applicable GST and out-of-pocket expenses for a period of six months pursuant
to the Scheme of Arrangement.

(iii) Secretarial Auditors: 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 2026.

The remuneration in the form of fees (excluding
GST) for the year ended March 31, 2026 to K.
Jayachandran, Practicing Company Secretary as the
Secretarial Auditor of the Company are as follows:

Engagement	Amount
Audit Fees	3.30
Total	3.30

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

The Secretarial Audit Report for FY 2025-26 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, 2026 for all
applicable compliances as per Listing Regulations
and Circulars/Guidelines issued thereunder. The
Annual Secretarial Compliance Report of the
Company for FY 2025-26 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, 2026 to
March 31, 2031.

16. 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. The Statutory Auditors
of the Company have issued an Audit Report with an
unmodified opinion on the Audited Financial
Statements of the Company (Standalone and
Consolidated) for the year ended March 31, 2026.

(ii) Secretarial Auditor''s Report

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

17. Particulars of Remuneration to Directors and Key
Managerial Personnel

The Board of Directors has duly approved and
adopted the Nomination and Remuneration Policy
in accordance with the applicable provisions of the
Companies Act, 2013, and the rules made
thereunder, as well as the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015.
The Policy provides a comprehensive framework
governing the appointment, qualification,
remuneration, performance evaluation, and
removal of Directors, Key Managerial Personnel
(KMP), Senior Management Personnel (SMP), and
other employees of the Company, ensuring
transparency, fairness, and alignment with the
Company''s long-term strategic objectives.

The details of the Nomination and Remuneration
Policy, including the principles governing
remuneration and other related matters concerning
Directors, KMP, SMP, and other employees, are
provided in the Corporate Governance Report
forming part of this Annual Report. The Policy is also

available on the Company''s website and can be
accessed at the following webiink
https://shankarabuiidpro.com/wp-content/upioad
s/2026/05/SBL-Nomination-and-Remuneration-Poi
icy.pdf.

It is further affirmed that the appointment and
remuneration of Directors, Key Managerial
Personnel, and aii other employees during the year
ended March 31, 2026, have been made in
accordance with the said Nomination and
Remuneration Poiicy of the Company and
appiicabie statutory provisions.

The Company has aiso instituted a structured and
robust Board Evaiuation framework aimed at
assessing the performance and effectiveness of the
Board of Directors as a whoie, its Committees, and
individuai Directors. The evaiuation is conducted on
an annuai basis in compiiance with the appiicabie
provisions and is designed to strengthen corporate
governance and enhance the overaii functioning of
the Board.

The evaiuation process incorporates both
seif-assessment and peer-review mechanisms,
wherein Directors evaiuate their own performance
as weii as that of feiiow Board members. The
evaiuation criteria inciude, inter aiia, the
composition and diversity of the Board, ievei of
engagement and participation in meetings, quaiity
and timeiiness of decision-making, understanding
of the Company''s business and industry
environment, contribution to strategic direction,
adherence to governance standards, and
effectiveness of Board Committees in discharging
their respective responsibiiities.

In addition, separate evaiuations are carried out for
the Chairman and Independent Directors,
considering their respective roies and
responsibiiities. The Independent Directors aiso
conduct a separate meeting to review the
performance of Non-Independent Directors, the
Chairman, and the overaii functioning of the Board,
without the presence of Non-Independent Directors
or management, in accordance with appiicabie
reguiatory requirements.

The statements required under Section 197(12) of
the Companies Act, 2013, read with Ruie 5(2) and 5(3)
of the Companies (Appointment and Remuneration
of Manageriai Personnei) Ruies, 2014, as amended,
form part of this Report as Annexure IV and shaii be
made avaiiabie to any Member upon request.

18. Corporate Social Responsibility

In pursuance of the Corporate Sociai Responsibiiity
(CSR) Poiicy of the Company and in accordance with
the provisions of Section 135 of the Companies Act,
2013, read with the appiicabie ruies made
thereunder, every eiigibie company is required to
spend at ieast 2% of its average net profits of the
preceding three financiai years towards CSR
activities as specified under the Act. The Company is
committed to contributing towards sustainabie
deveiopment and sociai weifare initiatives in iine
with its CSR framework and statutory obiigations.

Based on the computation of average net profits as
prescribed under Section 135 of the Companies Act,
2013, the Company was required to aiiocate and
spend an amount towards CSR activities for the year
ended March 31, 2026. Accordingiy, the Company was
required to spend ^101.02 iakhs towards Corporate
Sociai Responsibiiity (CSR) activities during the said
financiai year.

Out of the above, the Company has spent ^24.28
iakhs towards eiigibie CSR activities during the year
under review. Accordingiy, an unspent CSR amount
of ^76.74 iakhs remained as on March 31, 2026. The
aforesaid unspent amount does not pertain to any
ongoing project and has therefore been transferred
by the Company to the Prime Minister''s Nationai
Reiief Fund (PMNRF) / PM CARES Fund, being a fund
specified under Scheduie VII of the Companies Act,
2013, within the prescribed timeiines.

The CSR activities undertaken by the Company
during the year are aiigned with its approved CSR
Poiicy and focus on areas such as education,
heaithcare, community deveiopment,
environmentai sustainabiiity, and other sociai
weifare initiatives, thereby contributing to inciusive
and sustainabie growth.

A detaiied overview of the CSR initiatives
undertaken by the Company is provided in the
Report on Corporate Sociai Responsibiiity, which
forms an integrai part of this Annuai Report. The CSR
Poiicy of the Company is avaiiabie on its website
and can be accessed at chrome-
https://shankarabuiidpro.com/wp-content/upioad
s/2026/05/SBL-Corporate-Sociai-Responsibiiity-Poi
icy.pdf

Further, the Annuai Report on CSR activities as
required under Section 135 of the Companies Act,
2013, is annexed as Annexure V to this Report.

19. Particulars of Employees

The particulars of employee remuneration as
required under Section 197(12) of the Companies
Act, 2013, read with Rule 5(2) and 5(3) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, form part of this
Directors'' Report as Annexure VI.

The statement containing details of the top 10
employees and employees drawing remuneration in
excess of the limits prescribed under the said
provisions is provided as a separate annexure to
this Report. In terms of the proviso to Section 136(1)
of the Act, this annexure is not being sent to the
Members along with the Annual Report but is
available for inspection through electronic mode.
The same shall also be made available to any
Member upon request.

20. Business Responsibility and Sustainability
Report

In accordance with SEBI circular dated July 12, 2023,
the Company has prepared the Business
Responsibility and Sustainability Report for the
year ended March 31, 2026, in the prescribed format
which forms part of this Annual Report and can be
accessed at

https://shankarabuildpro.com/investors/

The mandatory assurance of the Business
Responsibility and Sustainability Report Core is not
applicable for the year ended March 31, 2026 in view
of the fact that the Company is not in the top 250
listed companies based on the market
capitalisation as on March 31, 2026.

21. Extract of Annual Return

In accordance with the Act, a copy of the Annual
Return as on March 31, 2026 in the prescribed
format is available on the Company''s website at
https://shankarabuildpro.com/investors/

22. Change in the nature of Business

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

23. Credit Rating

CRISIL has assigned the Long Term Rating A- stable
and Short Term Rating ''CRISIL A2 '' on the bank loan
facilities of the Company.

24. Board Governance

The Company''s governance framework is based on

the principles of transparency, integrity, and
accountability and follows a three-tier structure
comprising Shareholders, the Board of Directors,
and Executive Management. Board governance
defines the framework governing the composition,
roles, and functioning of the Board, and the
Company''s governance guidelines set out provisions
relating to the role of the Chairman and Directors,
Board diversity, independence criteria, tenure,
remuneration, retirement age, and the constitution
of Board Committees.

Details of the Board and its Committees, including
their composition and terms of reference, are
provided in the Corporate Governance Report
forming part of this Annual Report. The Company
has constituted various Committees with a majority
of Independent Directors, while the Audit and Risk
Management Committees comprise both Executive
and Independent Directors. During the year under
review, eleven Board meetings and three Audit
Committee meetings were held. Details of meetings,
attendance of Directors, and their skill sets are
provided in the Corporate Governance Report.

The Nomination and Remuneration Committee
identifies and recommends suitable candidates
based on required skills and expertise, ensuring a
diverse and competent Board. The Company''s
Nomination and Remuneration Policy is available on
its website at

https://shankarabuildpro.com/wp-content/upload

s/2026/05/SBL-Nomination-and-Remuneration-Poli

cy.pdf

25. Board and Committee Constitution

The Company maintains a balanced mix of Executive
and Independent Directors to ensure Board
independence and a clear separation of governance
and management. As on March 31, 2026, the Board
comprises six members, including three Executive
Directors and three Independent Directors (one
being a woman). Further details on Board and
Committee composition and meetings are provided
in the Corporate Governance Report forming part of
this Annual Report.

26. Board Policies

The Company has adopted comprehensive charters
for its key Board Committees, namely the Audit
Committee, Nomination and Remuneration
Committee, Risk Management Committee, Corporate
Social Responsibility Committee, and Stakeholders''
Relationship Committee, along with various policies

and codes as required under the Companies Act,
2013 and the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015. These
charters, policies, and codes establish the
framework for the effective functioning, roles,
responsibilities, and governance standards of the
respective Committees and are designed to ensure
robust oversight, regulatory compliance, and
alignment with best corporate governance
practices.

ALL such charters, policies, and codes are
periodically reviewed and updated by the Board to
ensure their continued reLevance and compLiance
with appLicabLe statutory and reguLatory
requirements. The details of the charters, policies,
and codes as adopted by the Board are provided in
Annexure VII forming part of this Board''s Report."

27. Independent Directors

ALL Independent Directors of the Company have
furnished declarations under Section 149(7) of the
Companies Act, 2013, confirming that they meet the
criteria of independence prescribed under Section
149(6) of the Act read with Regulation 16(1)(b) of the
SEBI (Listing Obligations and Disclosure
Requirements) ReguLations, 2015. The Board
confirms that there has been no change in
circumstances affecting their independence during
the year under review. Further, the Company had no
pecuniary relationship or transactions with its
Directors, other than payment of remuneration to
Executive Directors, sitting fees and commission to
Non-executive Directors, and reimbursement of
expenses incurred for attending Board and
Committee meetings.

The Board aLso confirms that the Independent
Directors possess the requisite expertise,
experience, integrity, and proficiency in terms of
Rule 8 of the Companies (Accounts) Rules, 2014, as
amended.

In accordance with Section 150 of the Act and
applicable rules, the Independent Directors have
registered with the Indian Institute of Corporate
Affairs (IICA) and are exempt from the online
proficiency seLf-assessment test. They have aLso
duLy renewed their registrations for the appLicabLe
tenure.

28. 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, 2026, 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 ASA & Associates LLP, Chartered Accountants
(Firms Registration No. 009571N/N500006), the

Company''s Statutory Auditor and have given
unmodified opinion on the financial statements for
the year ended March 31, 2026.

29. Audit Committee

The Board of Directors of the Company has duly
constituted an Audit Committee in compliance with
the provisions of Section 177 of the Companies Act,
2013, the rules framed thereunder, and Regulation
18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Audit
Committee functions as a key mechanism of the
Board for ensuring the integrity of financial
reporting, effectiveness of internal controls, and
compliance with applicable laws and regulations.
The Committee also reviews financial statements,
audit findings, risk management processes, and
related party transactions, among other matters
within its terms of reference.

As on March 31, 2026, the Audit Committee
comprised four Directors, with an Independent
Director serving as its Chairman. The Committee
meets at regular intervals to effectively discharge
its responsibilities and ensure robust financial
oversight and governance practices within the
Company.

The recommendations made by the Audit
Committee are placed before the Board for its
consideration and approval, and during the year
under review, there were no instances where such
recommendations were not accepted by the Board.
This reflects the alignment and effectiveness of the
Committee''s deliberations with the Board''s
decision-making process.

A detailed note on the composition, roles,
responsibilities, and functions of the Audit
Committee is provided in the Report on Corporate
Governance, which forms an integral part of this
Annual Report. The charter, policies, and codes
adopted by the Board in relation to the Audit
Committee and other governance matters are
available on the Company''s website at

https://shankarabuildpro.com/wp-content/upload
s/2026/05/SBL-Audit-Committee.pdf.

30. Related Party Transactions

During the year under review, all related party
transactions, including ratification of transactions
entered into by the Company, were approved by the
Audit Committee comprising Independent

Directors. All such transactions were undertaken in

the ordinary course of business and on an arm''s
length basis. Prior approval of the Audit Committee
is obtained for all related party transactions, and
details of actual transactions are periodically placed
before the Committee for review.

The Company confirms that no materially significant
related party transactions were entered into with
Directors, Key Managerial Personnel, Senior
Management, or their relatives that may have a
potential conflict with the interests of the Company.
Appropriate disclosures have been received from
Key Managerial Personnel and Senior Management
in this regard.

Details of related party transactions are disclosed in
Note No. 45 to the Standalone Financial Statements
in accordance with Ind AS 24 and applicable
provisions of the Companies Act, 2013. The Policy on
Related Party Transactions is available on the
Company''s website at

https://shankarabuildpro.com/wp-content/upload

s/2026/05/SBL-Dividend-Distribution-Policy.pdf

The Company is not classified as a Micro, Small and
Medium Enterprise (MSME) under the MSME
Development Act, 2006. However, it is registered on
the MSME facilitation platform for enabling
electronic discounting of MSME receivables on a
without recourse basis at competitive financing
terms.

31. Human Resource

The Human Resources function continued to focus
on strengthening organizational capability through
several key initiatives during the financial year, with
talent acquisition remaining a primary priority. The
Company has been actively engaged in attracting,
developing, and retaining skilled talent across key
functions to support its strategic growth objectives
and enhance operational efficiency. Various HR
initiatives were undertaken during the year to build
a performance-driven and employee-centric work
environment.

As on March 31, 2026, the Company had a total of 925
employees on its payroll.

32. Information Technology & Cyber Security

The Company is in the process of implementing an
integrated ERP system to facilitate real-time
management of resources and streamline core
business processes across its operations. This
integrated system will enable seamless
coordination between various functions, enhances

operational efficiency, and supports data-driven
and informed decision-making. It also aids in
effective demand tracking, inventory optimisation,
and improved visibility across the supply chain,
thereby contributing to better planning and control.
The ERP platform will be supported and maintained
by a dedicated in-house Information Technology
team, ensuring its continuous functioning,
upgrades, and alignment with evolving business
requirements.

Recognising cyber security as a critical aspect of
business continuity and risk management, the
Company has adopted a robust security framework
designed to safeguard its information systems, data
integrity, and digital infrastructure. The Company
undertakes regular cyber security assessments,
including email vulnerability testing and system
audits, to identify and mitigate potential risks
proactively.

33. Board Evaluation

The Company conducts an annual evaluation of the
Board of Directors, individual Directors, and Board
Committees in accordance with the provisions of
the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements)

Regulations, 2015. The process is aimed at assessing
the effectiveness, composition, and functioning of
the Board and identifying areas for improvement in
governance and decision-making.

The performance of the Board is evaluated based
on inputs from all Directors, considering

parameters such as composition, decision-making
effectiveness, quality of information flow, and
overall functioning. Similarly, the performance of
Committees is assessed by the Board, taking into
account inputs from Committee members and
factors such as composition, effectiveness of
meetings, and achievement of objectives, in line
with SEBI''s Guidance Note on Board Evaluation.

A separate meeting of Independent Directors is held
to evaluate the performance of Non-Independent
Directors, the Board as a whole, and the Chairman.
In addition, the Nomination and Remuneration
Committee reviews the performance of individual
Directors based on their participation,

preparedness, and contribution to deliberations.
The outcomes of the evaluation are discussed at the
subsequent Board meeting, enabling constructive
feedback and continuous improvement in

governance, accountability, and Board
effectiveness.

34. Corporate Governance and Shareholders''
Information

In accordance with Regulation 34 of the SEBI (Listing
Obligations and Disclosure Requirements)
Regulations, 2015, the Report on Corporate
Governance forms part of this Annual Report. A
certificate from a Practicing Company Secretary
confirming compliance with the mandatory
corporate governance requirements is also annexed
to the said report. Further, the Managing Director
and Chief Financial Officer certificate included in the
Corporate Governance Report confirms the
adequacy and effectiveness of internal controls and
their responsibility to report and address any
deficiencies through appropriate governance
mechanisms.

35. Risk Management

The Company has adopted an enterprise-wide Risk
Management Framework to enable a structured
approach for identification, assessment, mitigation,
monitoring, and governance of key risks. The
framework ensures timely management of strategic
risks through appropriate mitigation plans. The
Company has constituted a Risk Management
Committee of the Board and has in place a
Board-approved Risk Management Policy covering
risk appetite, risk tolerance, risk assessment, and
mitigation strategies. The Committee reviews key
risks on a quarterly basis, monitors implementation
of the framework, and recommends changes to the
Policy, if required.

The Chief Risk Officer (CRO) oversees the
implementation of the Risk Management
Framework, while the Audit Committee provides
additional oversight of financial risks and internal
controls, ensuring comprehensive risk governance.

A detailed disclosure on Risk Management is
provided in the Management Discussion and
Analysis Report forming part of this Annual Report.
The Risk Management Charter and Policy are
available on the Company''s website at
https://shankarabuildpro.com/wp-content/upload
s/2026/05/SBL-Risk-Management-Policy.pdf

36. Internal Control Systems and their Adequacy

In accordance with Section 134(5)(e) of the
Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015, the Company has established a
robust internal control system commensurate with
the scale and nature of its operations. The Audit
Committee regularly reviews the adequacy and
effectiveness of these controls, and the Board
believes that the internal financial controls
operated effectively during FY 2025-26.

The Company has also implemented systems to
ensure compliance with all applicable laws as
required under Section 134(5)(f) of the Act. The
Internal Audit function operates under a defined
Audit Charter, with the Independent Internal
Auditor reporting directly to the Audit Committee
Chairman to ensure independence. The annual
audit plan, based on the Company''s risk profile, is
approved and monitored by the Audit Committee.
Audit observations are shared with management for
corrective action and periodically reviewed by the

Committee, which also interacts independently with
the Statutory Auditor and management to assess
the effectiveness of internal controls.

37. Whistle Blower/Vigil Mechanism

The Company has implemented a Vigil Mechanism
through its Whistle-Blower Policy in line with
applicable laws and Listing Regulations. It enables
employees to report concerns without fear of
retaliation, including anonymously, and provides
direct access to the Chairman of the Audit
Committee. Quarterly updates on complaints are
reviewed by the Audit Committee.

The details of complaints received / disposed /
pending during the year ended March 31, 2026.

Particulars	Details
No. of Complaints received in the year	Nil
No. of Complaints disposed off during year	Nil
No. of cases pending as on March 31, 2026	Nil

The Vigil Mechanism/Whistleblower Policy is available on the Company''s website at

https://shankarabuildpro.com/wp-content/uploads/2026/05/SBL-Terms-Conditions-of-Appointment-of-Independe

nt-director.pdf

38. Code of Conduct

The Company has established a robust framework
to monitor compliance with applicable laws and
provide periodic updates to Senior Management
and the Board. The Audit Committee and the Board
regularly review compliance status. A declaration
on compliance with the Code of Conduct, signed by
the Managing Director, is included in the Corporate
Governance Report forming part of this Annual
Report.

39. Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013

The Company promotes high standards of
professionalism, integrity, and ethical conduct, and
fosters a safe, inclusive, and respectful workplace as
an equal opportunity employer. It has a
zero-tolerance policy on sexual harassment and has
implemented measures in line with the POSH Act,
2013, supported by regular training and awareness
programmes to ensure compliance and
confidentiality. An Internal Committee has been
constituted in accordance with the Act to address
and resolve complaints effectively.

The following are the summary of the complaints
received and disposed off during FY 2026:

Particulars	Details
No of Complaints of sexual harassment received in the year	Nil
No of Complaints disposed off during the year	Not Applicable
No of cases pending for more than ninety day	Not Applicable

40. Deposits from the Public

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. Secretarial compliance and standards.

The Company''s structured compliance framework is
regularly monitored and updated in line with
evolving legal and regulatory requirements. The
Audit Committee and the Board of Directors
periodically review the status of compliance with
applicable laws.

During the year under review, the Company has
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. 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.

43. Conservation of Energy, Research and
Development, Technology Absorption, Foreign
Exchange Earnings and outgo

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 as Annexure VIII in the Board''s
Report.

44. 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.

45. Significant and Material Orders passed by the
Courts/Regulators

The National Company Law Tribunal, Bengaluru
Bench, passed an order on August 21, 2025,
approving the Scheme of Arrangement between

Shankara Building Products Limited ("Demerged
Company") and Shankara Buildpro Limited
("Resulting Company"). A certified copy of the order
was received on September 1, 2025.

46. Other disclosures

(i) 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 : The Company has not made any
one-time settlement for loans taken from the Banks
or Financial institution.

(ii) 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.

(iii) 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).

(iv) 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.

(v) There was not revision of financial statements
and Board Reports.

47. Reconciliation of Share Capital

The Share capital audit was carried out by a
Practising 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, 2026.

48. Listing with Stock Exchanges

The equity shares of the Company are listed in the
BSE Limited (scrip code: 544517) and in the National
Stock Exchange of India Limited (scrip code:
BUILDPRO) 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 INE24OJ01011 through Kfin technologies Limited,
our Registrar and Share Transfer Agent.

The Company has paid the Annual Listing Fees for the year 2025-26 and 2026-27 to the Exchanges where
the Company shares are listed i. e, the National Stock Exchange of India Ltd (‘NSE'') and BSE Ltd (‘BSE'').

49. Compliance with the Maternity Benefit Act

During the year under review the Company has complied with the provisions of the Maternity
Benefit Act, 1961.

50. Green Initiatives

The electronic copies of the Annual Report for FY 2025-26 and the Notice of the 3rd Annual General
Meeting is being sent to all Shareholders whose email addresses are registered with the Company /
Depository Participants (DP).

For Members who have not registered their email addresses, a separate letter together with the link of
the Annual Report will be sent, separately.

To support the "Green Initiative”, Members who have not registered their email addresses are requested
to register the same with their DP in case the shares are held by them in electronic form and with
Registrar and Transfer Agent, in case the shares are held by them in physical form.

Acknowledgement

The Board places on record its thanks to the customers, vendors, investors, bankers, financial
institutions, and all other stakeholders for their continued support during the year. The Board places on
record its appreciation of the contribution made by the employees at all levels as the Company''s
consistent growth.

For and on behalf of the Board of Directors

Place : Bengaluru Sukumar Srinivas Dhananjay Mirlay Srinivas

Date : May 19, 2026 Managing Director Whole-time Director

DIN:01668064 DIN:09108483