డైరెక్టర్ల నివేదిక Steamhouse India Ltd.

Your directors have pleasure in presenting their Eleventh Annual Report on the business and operations of the company together
with Audited Financial Statements for the Financial Year ended 31^st March, 2026.

1. FINANCIAL HIGHLIGHTS:

2. PERFORMANCE REVIEW, OPERATION AND PROSPECTS:

During the year under review, the revenue from operations
was Rs. 4,915.11 million (PY Rs. 3,951.06 million). The
Company has earned net profit after tax of Rs. 386.39
million (PY 311.71 million).

Your Company is well on its way to achieving further growth
and creating a stronger presence in the industry. In line with
its long-term vision, the Company has been strategically
focusing on entering new geographical markets across
India, thereby broadening its customer base and enhancing
market penetration. At the same time, the Company is
committed to adopting and implementing modern, state-
of-the-art technologies in the field of energy generation.
These initiatives are expected not only to strengthen
operational efficiency and sustainability but also to drive
innovation and competitiveness. With these efforts, the
Company remains confident of achieving significant

growth and delivering greater value to its stakeholders in
the years to come.

3. DIVIDEND:

During the year under review, the company has earned net
profit. However, to strengthen long term financial position
of company, your directors decided to retain the profit and
hence do not recommend any dividend for the year.

4. TRANSFER TO RESERVES:

The company has not transferred any amount to General
Reserve during the financial year.

5. CAPITAL STRUCTURE:? SHARE CAPITAL

The Company has one class of shares, namely equity
shares having a face value of '' 2/- (Rupees Two only)
each.

There was no change in the authorised, issued,
subscribed and paid-up share capital of the Company
during the financial year under review. Accordingly,
as at 31st March, 2026, the issued, subscribed and
fully paid-up share capital of the Company stood at
''45,19,53,500/- (Rupees Forty-Five Crore Nineteen
Lakh Fifty-Three Thousand Five Hundred only),
comprising 22,59,76,750 fully paid-up equity shares
of ''2/- (Rupees Two only) each.

Subsequent to the close of the financial year, on 24th
June, 2026, the Company made a preferential allotment
on a private placement basis of 68,49,315 (Sixty-
Eight Lakh Forty-Nine Thousand Three Hundred and
Fifteen) equity shares of face value ''2/- (Rupees Two
only) each at a premium of ''71/- (Rupees Seventy-
One only) per equity share, aggregating to an issue
price of ''73/- (Rupees Seventy-Three only) per equity
share. The said allotment resulted in an aggregate
consideration of ''49,99,99,995/- (Rupees Forty-
Nine Crore Ninety-Nine Lakh Ninety-Nine Thousand
Nine Hundred and Ninety-Five only). Consequent to
the aforesaid allotment, the issued, subscribed and
paid-up share capital of the Company increased to
''46,56,52,130/- (Rupees Forty-Six Crore Fifty-Six
Lakh Fifty-Two Thousand One Hundred and Thirty
only), comprising 23,28,26,065 fully paid-up equity
shares of ''2/- (Rupees Two only) each.

? DEBT STRUCTURE

As at the end of the financial year, the Company
had 7,500 outstanding Non-Convertible Debentures
("NCDs") having a nominal value of ''43,333.34/- each,
aggregating to ''32,50,00,000/- (Rupees Thirty-Two
Crore Fifty Lakh only).

Subsequent to the close of the financial year, the Board
of Directors, at its meeting held on 20th May, 2026,
and the members of the Company, at their meeting
held on 21st May, 2026, approved the issuance of up
to 750 (Seven Hundred and Fifty) unlisted, unrated,
senior, secured, non-convertible debentures having
a face value of ''10,00,000/- (Rupees Ten Lakh only)
each, aggregating up to ''75,00,00,000/- (Rupees
Seventy-Five Crore only), in two tranches, on a private
placement basis.

Pursuant to the circulation of the private placement
offer letter dated 27th May, 2026, to Axis Structured
Credit AIF - III and Bennett, Coleman & Company
Limited, the Company allotted 500 (Five Hundred)
unlisted, unrated, senior, secured, non-convertible
debentures of face value of ''10,00,000/- (Rupees
Ten Lakh only) each, aggregating to ''50,00,00,000/-
(Rupees Fifty Crore only), constituting the first tranche
of the approved issue.

? EMPLOYEE STOCK OPTION PLAN

During the year under review, no stock options were
granted by the Company under the Steamhouse
Employees Stock Option Plan, 2024 (ESOP 2024).

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND

Since the incorporation of the Company in June, 2015, there
has been no amount of unclaimed or unpaid dividend and
the interest thereon which has remained outstanding for a
period of seven years or more and hence, no amount was
required to be transferred by the Company to the Investor
Education and Protection Fund (IEPF) established by the
Central government pursuant to provision of Section 125
of the Companies Act, 2013.

7. DETAILS OF SUBSIDIARY COMPANIES, JOINT VENTURE
AND ASSOCIATE COMPANIES:

The company has One Wholly-Owned Subsidiary Company,
M/s. Steamhouse Welfare Foundation. The detail of the
company as per Form AOC-1 is annexed with this report as
Annexure-I.

8. COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors of the company affirms that the
company has complied with the applicable Secretarial
Standards (SS-1 and SS-2) issued by the Institute of
Company Secretaries of India relating to meetings of
Board of Directors and its Committees and meetings of
Shareholders of the company.

9. MAINTENANCE OF COST RECORD:

The Company has made and maintained the Cost Records
as prescribed by the Central Government under sub¬
section (1) of Section 148 of the Companies Act, 2013.

10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

• Composition of Board and Key Managerial Personnel:
Board Composition:

a) Mr. Vishal Sanwarprasad Budhia -
Chairman and Managing Director

b) Mr. Yadav Lalankumar Dayanand -
Executive Director

c) Mr. Ramprakash B Sharma -

Executive Director

d) Mr. Vinay Omprakash Sonthalia -

Independent Director

e) Mr. Rathod Baldevsinh Yogendrasinh -
Independent Director

f) M rs. Richa Manoj Goyal -

Independent Director

Whole-time Key Managerial Personnel in terms of
Section 203 of the Act:

a) Mr. Shyam Bhadresh Kapadia -
Company Secretary & Compliance Officer

b) Mr. Vaibhav Gattani -

Chief Financial Officer

• Changes in Directors & Key Managerial Personnel:

During the year under review, there has been no
change in the composition of the Board of Directors
and the Key Managerial Personnel of the Company.

• Directors retire by rotation

As per the provisions of the Act and Articles of
Association of the Company, Mr. Ramprakash
Sharma (DIN: 00048703), an Executive Director of the
Company, retires by rotation in the ensuing Annual
General Meeting and being eligible, offers himself
for re-appointment. The Board recommends his re¬
appointment at the 11^th Annual General Meeting of the
Members of the Company.

• Declaration by the Independent Directors

The Board is of the opinion that (i) Mr. Vinay Omprakash
Sonthalia (ii) Mr. Rathod Baldevsinh Yogendrasinh
and (iii) Mrs. Richa Manoj Goyal, the Independent
Directors of the Company are independent in terms

of Section 149(6) of the Companies Act, 2013 and are
the persons of integrity and also possess the relevant
expertise and experience of their relevant fields to
discharge their duties as an independent director.

Further, they have provided their declaration of
independence under Section 149(7) and Schedule
IV of the Companies Act, 2013. All the Independent
Directors have confirmed that they have registered
themselves with the Independent Directors'' Database
of the Indian Institute of Corporate Affairs (IICA).

COMMITTEES OF BOARD:

There are Four Committees constituted as per Companies
Act, 2013, which are as follows;

a) Audit Committee;

b) Nomination and Remuneration Committee;

c) Stakeholder''s Relationship Committee.

d) Corporate Social Responsibility Committee

e) Risk Management Committee

A. Audit Committee

The Board had constituted qualified Audit Committee
pursuant to provision of Companies Act, 2013. The
constitution of said Committee was approved by a
meeting of the Board of Directors held on October 19,
2022. The Audit Committee confirms that it fulfils the
requirements as set out in the Companies Act, 2013.

Composition of Audit Committee is as below:

a) Mr. Vinay Omprakash Sonthalia -
Independent Director (Chairman)

b) Mr. Vishal Sanwarprasad Budhia -
Chairman and Managing Director (Member)

c) Mrs. Richa Manoj Goyal -

Independent Director (Member)

Terms of Reference:

Terms of Reference of Audit Committee are as follows:

(a) Oversight of the Company''s financial reporting
process, examination of the financial statement
and the auditors'' report thereon and the
disclosure of its financial information to ensure
that the financial statement is correct, sufficient
and credible;

(b) Recommendation for appointment, re¬
appointment and replacement, remuneration
and terms of appointment of auditors, including
the internal auditor, cost auditor and statutory
auditor, of the Company and the fixation of audit
fee;

(c) Approval of payments to statutory auditors for
any other services rendered by the statutory
auditors of the Company;

(d) Reviewing, with the management, the annual
financial statements and auditor''s report thereon
before submission to the Board for approval, with
particular reference to:

(i) Matters required to be included in the
Director''s Responsibility Statement to be
included in the Board''s report in terms of
clause (c) of sub-section 3 of section 134 of
the Companies Act;

(ii) Changes, if any, in accounting policies and
practices and reasons for the same;

(iii) Major accounting entries involving
estimates based on the exercise of judgment
by the management of the Company;

(iv) Significant adjustments made in the
financial statements arising out of audit
findings;

(v) Compliance with listing and other
legal requirements relating to financial
statements;

(vi) Disclosure of any related party transactions;
and

(vii) Modified opinion(s) in the draft audit report.

(e) Reviewing, with the management, the quarterly,
half yearly and annual financial statements
before submission to the board for approval;

(f) Reviewing, with the management, the statement
of uses/application of funds raised through an
issue (public issue, rights issue, preferential
issue, etc.), the statement of funds utilised for
purposes other than those stated in the issue
document/prospectus/notice and the report

submitted by the monitoring agency monitoring
the utilisation of proceeds of a public issue or
rights issue or preferential issue or qualified
institutions placement, and making appropriate
recommendations to the Board to take up steps
in this matter;

(g) Reviewing and monitoring the auditor''s
independence and performance, and
effectiveness of audit process;

(h) Formulating a policy on related party transactions,
which shall include materiality of related party
transactions;

(i) Approval or any subsequent modification of
transactions of the Company with related
parties and omnibus approval for related
party transactions proposed to be entered
into by the Company subject to such
conditions as may be prescribed;

Explanation: The term "related party
transactions" shall have the same meaning
as provided in Clause 2(zc) of the SEBI Listing
Regulations and/or the applicable Accounting
Standards and/or the Companies Act, 2013.

(j) Review, at least on a quarterly basis, the details
of related party transactions entered into by
the Company pursuant to each of the omnibus
approvals given;

(k) Scrutiny of inter-corporate loans and
investments;

(l) Undertaking or supervising valuation of
undertakings or assets of the company, wherever
it is necessary;

(m) Evaluation of internal financial controls and risk
management systems;

(n) Reviewing, with the management, performance
of statutory and internal auditors, adequacy of
the internal control systems;

(o) Reviewing the adequacy of internal audit function,
if any, including the structure of the internal audit
department, staffing and seniority of the official
heading the department, reporting structure
coverage and frequency of internal audit;

(p) Discussion with internal auditors of any
significant findings and follow up thereon;

(q) Reviewing the findings of any internal
investigations by the internal auditors into
matters where there is suspected fraud or
irregularity or a failure of internal control systems
of a material nature and reporting the matter to
the Board;

(r) Discussion with statutory auditors before the
audit commences, about the nature and scope
of audit as well as post-audit discussion to
ascertain any area of concern;

(s) Looking into the reasons for substantial defaults
in the payment to the depositors, debenture
holders, shareholders (in case of non-payment
of declared dividends) and creditors;

(t) Recommending to the board of directors the
appointment and removal of the external auditor,
fixation of audit fees and approval for payment
for any other services;

(u) Reviewing the functioning of the whistle blower
mechanism;

(v) Approval of the appointment of the Chief Financial
Officer of the Company ("CFO") (i.e., the whole¬
time finance director or any other person heading
the finance function or discharging that function)
after assessing the qualifications, experience
and background, etc., of the candidate;

(w) Carrying out any other functions as is mentioned
in the terms of reference of the Audit Committee
and any other terms of reference as may be
decided by the Board and/or as provided under
the provisions of the Companies Act, the SEBI
Listing Regulations and other applicable laws (if
applicable);

(x) To formulate, review and make recommendations
to the Board to amend the Terms of Reference of
Audit Committee from time to time;

(y) Establishing a vigil mechanism for directors and
employees to report their genuine concerns or
grievances;

(z) Carrying out any other function as is mentioned
in the terms of reference of the Audit Committee;

(aa) Reviewing the utilization of loans and/or
advances from/investment by the Company in
the subsidiaries exceeding rupees 100 crore or
10% of the asset size of the subsidiary, whichever
is lower including existing loans / advances /
investments existing as on the date of coming
into force of this provision;

(bb) To consider and comment on rationale, cost-
benefits and impact of schemes involving merger,
demerger, amalgamation etc. on the Company
and its shareholders and;

(cc) Carrying out any other functions as may be
required / mandated and/or delegated by the
Board as per the provisions of the Companies Act,
2013, SEBI Listing Regulations, uniform listing
agreements and/or any other applicable laws
or by any regulatory authority and performing
such other functions as may be necessary or
appropriate for the performance of its duties."

B. Nomination and Remuneration Committee:

The nomination and remuneration policy is being
formulated in compliance with section 178 of the
Companies Act, 2013 and rules made there under.
The Nomination and Remuneration Committee was
constituted by a resolution of our Board at their meeting
held on February 14, 2023 and was re-constituted by a
resolution of our Board at their meeting held on April
15, 2025.

*Composition of Nomination and Remuneration
Committee is as below:

a) Mrs. Richa Manoj Goyal - Independent
Director (Chairperson)

b) Mr. Vinay Omprakash Sonthalia - Independent
Director (Member)

c) Mr. Rathod Baldevsinh Yogendrasinh -
Independent Director (Member)

*Mr. Vishal Sanwarprasad Budhia ceased to be a
member of the Committee with effect from April 15,
2025.

Terms of Reference of Nomination and Remuneration

Committee are as follows:

(a) Formulation of the criteria for determining
qualifications, positive attributes and
independence of a director and recommend to
the Board a policy, relating to the remuneration
of the directors, key managerial personnel and
other employees;

The Nomination and Remuneration Committee,
while formulating the above policy, should ensure
that:

(i) the level and composition of remuneration
be reasonable and sufficient to attract,
retain and motivate directors of the quality
required to run the Company successfully;

(ii) relationship of remuneration to performance
is clear and meets appropriate performance
benchmarks; and

(iii) remuneration to directors, key managerial
personnel and senior management involves
a balance between fixed and incentive pay
reflecting short and long term performance
objectives appropriate to the working of the
Company and its goals.

(b) For every appointment of an independent director,
the Nomination and Remuneration Committee
shall evaluate the balance of skills, knowledge
and experience on the Board and on the basis
of such evaluation, prepare a description of the
role and capabilities required of an independent
director. The person recommended to the Board
for appointment as an independent director
shall have the capabilities identified in such
description. For the purpose of identifying
suitable candidates, the Nomination and
Remuneration Committee may:

(i) use the services of any external agencies, if
required;

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

(iii) consider the time commitments of the
candidates.

(c) Formulation of criteria for evaluation of
performance of independent directors and the
Board;

(d) Devising a policy on Board diversity;

(e) Identifying persons who are qualified to become
directors of the Company and who may be
appointed in senior management in accordance
with the criteria laid down, and recommend to
the Board their appointment and removal. The
Company shall disclose the remuneration policy
and the evaluation criteria of every director''s
performance (including independent) in its
annual report;

(f) Analysing, monitoring and reviewing various
human resource and compensation matters;

(g) Determining the Company''s policy on specific
remuneration packages for executive directors
including pension rights and any compensation
payment, and determining remuneration
packages of such directors;

(h) Recommending to the Board the remuneration,
in whatever form, payable to the senior
management personnel and other staff (as
deemed necessary);

(i) Reviewing and approving compensation strategy
from time to time in the context of the then current
Indian market in accordance with applicable
laws;

(j) Determining whether to extend or continue the
term of appointment of the independent director,
on the basis of the report of performance
evaluation of independent directors;

(k) Perform such functions as are required to be
performed by the compensation committee
under the Securities and Exchange Board of
India (Share Based Employee Benefits and Sweat
Equity) Regulations, 2021, as amended;

(l) Construing and interpreting the employee stock
option scheme/plan approved by the Board and
shareholders of the Company in accordance

with the terms of such scheme/plan ("ESOP
Scheme") and any agreements defining the
rights and obligations of the Company and
eligible employees under the ESOP Scheme, and
prescribing, amending and/or rescinding rules
and regulations relating to the administration of
the ESOP Scheme;

(m) Framing suitable policies, procedures and
systems to ensure that there is no violation of
securities laws, as amended from time to time,
including:

a. the Securities and Exchange Board of India
(Prohibition of Insider Trading) Regulations,
2015, as amended; and

b. the Securities and Exchange Board of India
(Prohibition of Fraudulent and Unfair Trade
Practices Relating to Securities Market)
Regulations, 2003, as amended, by the
Company and its employees, as applicable;

(n) Performing such other activities as may be
delegated by the Board of Directors and/or
are statutorily prescribed under any law to be
attended to by the Nomination and Remuneration
Committee.

(o) Such terms of reference as may be prescribed
under the Companies Act and SEBI Listing
Regulations."

C. Stakeholders'' Relationship Committee:

Pursuant to Provisions of Companies Act, 2013
and rules made there under; Company Constituted
Stakeholders'' Relationship Committee and Decided
Role of said Committee. The constitution of said
Committee was approved by a meeting of the Board of
Directors held on October 19, 2022.

Composition of Stakeholders'' Relationship Committee
is as below:

a) Mr. Vinay Omprakash Sonthalia -

Independent Director (Chairman)

b) Mr. Yadav Lalankumar Dayanand -
Executive Director (Member)

c) Mr. Ramprakash B Sharma -

Executive Director (Member)

Terms of Reference of Stakeholders'' Relationship

Committee are as follows:

(a) Redressal of all security holders'' and investors''
grievances such as complaints related to
transfer of shares, including non-receipt of share
certificates and review of cases for refusal of
transfer/transmission of shares and debentures,
dematerialisation and re-materialisation of
shares, non-receipt of balance sheet, non-receipt
of declared dividends, non-receipt of annual
reports, issue of new/duplicate certificates,
generals meetings, etc., assisting with quarterly
reporting of such complaints and formulating
procedures in line with statutory guidelines to
ensure speedy disposal of various requests
received from shareholders;

(b) Reviewing of measures taken for effective
exercise of voting rights by shareholders;

(c) Investigating complaints relating to allotment of
shares, approval of transfer or transmission of
shares, debentures or any other securities;

(d) Giving effect to all transfer/transmission of
shares and debentures, dematerialisation of
shares and re-materialisation of shares, split
and issue of duplicate/consolidated share
certificates, compliance with all the requirements
related to shares, debentures and other securities
from time to time;

(e) Reviewing the measures and initiatives taken
by the Company for reducing the quantum of
unclaimed dividends and ensuring timely receipt
of dividend warrants/annual reports/statutory
notices by the shareholders of the Company;

(f) Reviewing the adherence to the service standards
by the Company with respect to various services
rendered by the registrar and transfer agent of
our Company and to recommend measures for
overall improvement in the quality of investor
services;

(g) Carrying out such other functions as may be
specified by the Board from time to time or
specified/provided under the Companies Act

or SEBI Listing Regulations, or by any other
regulatory authority;

(h) To approve allotment of shares, debentures or
any other securities as per the authority conferred
/ to be conferred to the Committee by the Board
of Directors from time to time;

(i) To approve requests for transfer, transposition,
deletion, consolidation, sub-division, change of
name, dematerialization, rematerialisation etc. of
shares, debentures and other securities;

(j) To monitor and expedite the status and process
of dematerialization and rematerialisation of
shares, debentures and other securities of the
Company; and

(k) Such terms of reference as may be prescribed
under the Companies Act and SEBI Listing
Regulations.

D. Corporate Social Responsibility Committee:

Pursuant to Provisions of Companies Act, 2013
and rules made there under; Company Constituted
Corporate Social Responsibility Committee and
Decided Role of said Committee. The Corporate
Social Responsibility Committee was constituted by a
resolution of our Board at their meeting held on April
28, 2022 and was re-constituted by our Board at their
meeting dated October 19, 2022.

Composition of Corporate Social Responsibility
Committee is as below:

a) Mr. Vinay Omprakash Sonthalia -

Independent Director (Chairman)

b) Mr. Vishal Sanwarprasad Budhia -
Chairman and Managing Director (Member)

c) Mr. Yadav Lalankumar Dayanand -
Executive Director (Member)

Terms of Reference:

Terms of Reference of Corporate Social Responsibility
Committee are as follows:

(a) To formulate and recommend to the Board, a
corporate social responsibility policy stipulating,
amongst others, the guiding principles for

selection, implementation and monitoring the
activities as well as formulation of the annual
action plan which shall indicate the activities to
be undertaken by the Company as specified in
Schedule VII of the Companies Act and the rules
made thereunder and make any revisions therein
as and when decided by the Board;

(b) Recommending the amount of expenditure
to be incurred, amount to be at least 2% of the
average net profit of the Company in the three
immediately preceding financial years or where
the Company has not completed the period of
three financial years since its incorporation,
during such immediately preceding financial
years;

(c) To monitor the Corporate Social Responsibility
Policy of the company from time to time;

(d) To identify corporate social responsibility policy
partners and corporate social responsibility
policy programs;

(e) To review and recommend the amount of
expenditure to be incurred for the corporate social
responsibility activities and the distribution of the
same to various corporate social responsibility
programs undertaken by the Company;

(f) To delegate responsibilities to the corporate
social responsibility team and supervise proper
execution of all delegated responsibilities;

(g) To review and monitor the implementation of
corporate social responsibility programmes and
issuing necessary directions as required for
proper implementation and timely completion of
corporate social responsibility programs;

(h) To perform such other duties and functions
as the Board may require the corporate social
responsibility committee to undertake to promote
the corporate social responsibility activities of
the Company and exercise such other powers
as may be conferred upon the Corporate Social
Responsibility Committee in terms of the
provisions of Section 135 of the Companies Act;

(i) To take note of the Compliances made by
implementing agency (if any) appointed for the

corporate social responsibility of the Company;

(j) The Corporate Social Responsibility Committee
shall formulate and recommend to the Board, an
annual action plan in pursuance of its corporate
social responsibility policy, which shall include
the following:

(i) the list of corporate social responsibility
projects or programs that are approved to
be undertaken in areas or subjects specified
in Schedule VII of the Companies Act;

(ii) the manner of execution of such projects or
programs as specified in the rules notified
under the Companies Act;

(iii) the modalities of utilisation of funds and
implementation schedules for the projects
or programs;

(iv) monitoring and reporting mechanism for
the projects or programs; and

(v) details of need and impact assessment,
if any, for the projects undertaken by the
Company; and

(k) Such terms of reference as may be prescribed
under the Companies Act and SEBI Listing
Regulations.

E. Risk Management Committee:

The Risk Management Committee was constituted
by a resolution of our Board at their meeting held
on October 19, 2022 and was re-constituted by a
resolution of our Board at their meeting held on April
15, 2025. The Risk Management Committee currently
comprises the following members:

Composition of Risk Management Committee is as
below:

a) Mr. Rathod Baldevsinh Yogendrasinh -
Independent Director (Chairman)

b) Mr. Vishal Sanwarprasad Budhia -
Chairman and Managing Director (Member)

c) Mr. Yadav Lalankumar Dayanand -
Executive Director (Member)

The terms of reference of the Risk Management

Committee are as follows:

(a) To periodically review the risk management
policy at least once in two years, including by
considering the changing industry dynamics and
evolving complexity;

(b) To formulate a detailed risk management

policy covering risk across functions and plan
integration through training and awareness
programmes;

(c) The policy shall include:

1. A framework for identification of internal
and external risks specifically faced by the
listed entity, in particular including financial,
operational, sectoral, sustainability
(particularly, environment, social and
governance related risks), information,
cyber security risks or any other risk as may
be determined by the committee;

2. Measures for risk mitigation including
systems and processes for internal control
of identified risks;

3. Business continuity plan.

(d) To approve the process for risk identification and
mitigation;

(e) To decide on risk tolerance and appetite levels,
recognizing contingent risks, inherent and
residual risks including for cyber security;

(f) To monitor the Company''s compliance with the
risk structure. Assess whether current exposure
to the risks it faces is acceptable and that there
is an effective remediation of non-compliance on
an on-going basis;

(g) To monitor and oversee implementation of the
risk management policy, including evaluating the
adequacy of risk management systems;

(h) To ensure that appropriate methodology,
processes and systems are in place to monitor
and evaluate risks associated with the business
of the Company;

(i) To approve major decisions affecting the
risk profile or exposure and give appropriate
directions;

(j) To consider the effectiveness of decision making
process in crisis and emergency situations;

(k) To balance risks and opportunities;

(l) To generally, assist the Board in the execution of
its responsibility for the governance of risk;

(m) To keep the board of directors informed about
the nature and content of its discussions,
recommendations and actions to be taken;

(n) To consider the appointment, removal and
terms of remuneration of the chief risk officer
(if any) shall be subject to review by the Risk
Management Committee;

(o) The Risk Management Committee shall have
powers to seek information from any employee,
obtain outside legal or other professional advice
and secure attendance of outsiders with relevant
expertise, if it considers necessary;

(p) The Risk Management Committee shall
coordinate its activities with other committees,
in instances where there is any overlap with
activities of such committees, as per the
framework laid down by the board of directors;

(q) To attend to such other matters and functions
as may be prescribed by the Board from time to
time; and

(r) Such terms of reference as may be prescribed
under the Companies Act and SEBI Listing
Regulations.

11. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to the provisions of Section 177(9) & (10) of
the Companies Act, the Company has in place a Whistle
Blower Policy, which provides for a vigil mechanism that
encourages and supports its Directors and employees to
report instances of illegal activities, unethical behavior,
actual or suspected, fraud or violation of the Company''s
Code of Conduct or Ethics Policy.

It also provides for adequate safeguards against
victimization of persons who use this mechanism and
direct access to the chairperson of the Audit Committee on
reporting issues concerning the interests of co-employees
and the Company. The Chairperson of the Audit Committee
is the vigil officer for this purpose. The Vigil Mechanism
- Whistle Blower Policy of the Company is available at
the website of the Company athttps://steamhouse.in/
investors-relation/.

12. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the

Companies Act, 2013 the directors of the company confirm

that:

(a) In the preparation of the Annual Accounts for the
financial year ended on 31^st March, 2026 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 as at 31^st March, 2026 and of the profit and
loss account of the company for that period.

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

(d) The directors have prepared the Annual accounts on a
''going concern basis'' and

(e) The Directors have laid down internal financial
controls to be followed by the Company, and such
internal financial controls are adequate and are
operating effectively; and

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

13. MEETINGS:

? Board Meetings:

The Board of Directors of the Company met Nine
times during the financial year 2025-26. The details of
the meetings are as under:

The maximum interval between any two consecutive
Board Meetings during the financial year did not
exceed 120 days, as prescribed under the Companies
Act, 2013 and the Secretarial Standards issued by
ICSI.

* Committee Meetings:

A. AUDIT COMMITTEE:

During the financial year the Audit Committee of the
company met Eight times. The details of the meetings
are as under:

The maximum interval between any two consecutive
Audit Committee Meetings did not exceed 120 days, in
compliance with the provisions of the Companies Act,
2013 and SEBI (LODR) Regulations, 2015.

B. NOMINATION AND REMUNERATION
COMMITTEE:

During the financial year the Nomination and
Remuneration Committee of the company met 5
times. The details of the meetings are as under:

14. ANNUAL RETURN:

In compliance of Section 92 and Section 134 of
the Companies Act, 2013 read with the Companies
(Management and Administration) Rules, 2014, the extract
of Annual Return of the Company for the FY 2024-25 is
available on the Company''s website and can be accessed
athttps://steamhouse.in/.

15. STATUTORY AUDITOR & SECRETARIAL AUDITOR WITH
THEIR QUALIFICATION, RESERVATION OR ADVERSE
REMARKS ALONG WITH THE EXPLANATION OR
COMMENTS BY THE DIRECTORS:

? STATUTORY AUDITOR:

Natvarlal Vepari & Co., Chartered Accountants (Firm
Registration No. 123626W), were appointed as the
Statutory Auditors of the Company for a term of five
consecutive years from the conclusion of the 6th
Annual General Meeting ("AGM") until the conclusion
of the 11th AGM.

As the existing term of the Statutory Auditors expires at
the conclusion of the ensuing 11th AGM, the Board of
Directors, based on the recommendation of the Audit
Committee, has recommended the re-appointment of
Natvarlal Vepari & Co., Chartered Accountants (Firm
Registration No. 123626W), as the Statutory Auditors
of the Company for a further term of five consecutive
years, to hold office from the conclusion of the 11th
AGM until the conclusion of the 16th AGM, subject to
the approval of the Members at the ensuing AGM.

The Company has received a written consent and
a certificate from the proposed Statutory Auditors
confirming that their re-appointment, if approved
by the Members, would be in accordance with the
provisions of Sections 139, 141 and other applicable
provisions, if any, of the Companies Act, 2013, read with
the Companies (Audit and Auditors) Rules, 2014, and
that they satisfy the criteria relating to independence
and eligibility prescribed under the Companies Act,
2013 and the rules made thereunder.

Qualification(s) and Directors'' comments on the
report of Statutory Auditor:

The observations made in the Auditor''s Report are self¬
explanatory and do not require further explanation.
There was no adverse remark in audit report.

? SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Act,
read with Rule 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014,
the Company has appointed M. D. Baid & Associates,
Practicing Company Secretaries to undertake the
secretarial audit for the Financial Year 2025-26 of the
Company.

The Secretarial Audit was conducted by CS Mohan
Baid, Practicing Company Secretary, and the report
thereon is annexed herewith as "Annexure-II".

Qualification(s) and Directors'' comments on the
report of Secretarial Auditor:

There were no qualifications, reservations, adverse
remarks or disclaimers made by the Secretarial
Auditor in the Secretarial Audit Report for the financial
year under review.

? COST AUDITOR:

Pursuant to the provisions of Section 148 of the
Companies Act, 2013 read with the Companies (Cost
Records and Audit) Rules, 2014, as amended, the
Company has maintained the requisite cost records
and accounts as prescribed by the Central Government
for the Financial Year 2025-26.

M/s. Smit Desai & Associates, Cost Accountants,
conducted the audit of the cost records of the
Company for the Financial Year 2025-26.

Based on the recommendation of the Audit Committee,
the Board of Directors, at its meeting held on 17 April
2026, appointed M/s. K D Bhamare & Associates, Cost
Accountants (Firm Registration No. 002688), as the
Cost Auditor of the Company to conduct the audit
of the cost records of the Company for the Financial
Year 2026-27, at a remuneration of up to ''91,000/-
(Rupees Ninety-One Thousand only), plus applicable
Goods and Services Tax (GST) and reimbursement of
out-of-pocket expenses, if any, incurred in connection
with the cost audit.

The Company has received a certificate from M/s.
K D Bhamare & Associates confirming that their
appointment is in accordance with the provisions of
Section 141 of the Companies Act, 2013 read with

Section 148 thereof and the Companies (Cost Records
and Audit) Rules, 2014, and that they satisfy the
criteria of independence and are not disqualified from
being appointed as the Cost Auditor of the Company.

Pursuant to the provisions of Section 148(3) of
the Companies Act, 2013 read with Rule 14 of the
Companies (Audit and Auditors) Rules, 2014, the
remuneration payable to the Cost Auditor for the
Financial Year 2026-27 was ratified by the Members
of the Company at the Extraordinary General Meeting
held on 21 May 2026.

? Internal Auditor:

M/s. Rangoonwala Associates, Chartered Accountants
is appointed as Internal Auditor of the Company
to conduct the internal audit of the functions and
activities of the Company for the FY 2025-26.

16. PARTICULARS OF LOANS, GUARANTEES AND
INVESTMENTS U/S 186:

The company has made investments in wholly-owned
subsidiary as stated in Note No. 6 of Audited Financial
Statement. (Please refer the note)

The company has not given any loan or guarantee, provided
any securities to any person for the financial year ended
31^st March, 2026.

17. PARTICULAR OF CONTRACTS OR ARRANGEMENTS
WITH RELATED PARTIES UNDER SECTION 188 OF THE
COMPAIES ACT, 2013:

All transactions entered into with related parties during the
financial year were in the ordinary course of business and
on an arm''s length basis. There were no material related
party transactions undertaken by the Company during
the year under review which would require approval of the
Members or disclosure in Form AOC-2 pursuant to the
provisions of the Companies Act, 2013 and the Rules made
thereunder.

The details of related party transactions, as required under
the applicable Accounting Standards, are disclosed in
the Notes to the Audited Financial Statements forming
part of this Annual Report. All related party transactions
were placed before the Audit Committee and the Board of
Directors for their review and approval in compliance with
the applicable provisions of the Companies Act, 2013.

18. DEPOSITS

The details relating to the deposits covered under Chapter
V of the Act are as under:

19. DISCLOSURE OF UNSECURED LOAN UNDER RULE 2(1)(C)
(VIII) OF THE COMPANIES (ACCEPTANCE OF DEPOSITS)
RULES, 2014:

The Company has complied with Rule 2(1)(c)(viii) of the
Companies (Acceptance of Deposits) Rules, 2014 in respect
of monies received from Directors, along with necessary
declarations.

20. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION
AND FOREIGN EXCHANGE EARNING AND OUT GO:

The information required under Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies
(Accounts) Rules, 2014 with respect to conservation of
energy, technology absorption and foreign exchange
earnings/ outgo is appended hereto as Annexure-III and it
forms part of this report.

21. DISCLOSURE OF CHANGE IN NATURE OF BUSINESS:

During the financial year under review, there was no change
in the nature of the business of the Company. The Company
continued to carry on its existing business activities
without any material change in the scope of its operations.

22. BOARD EVALUATION:

Pursuant to the applicable provisions of the Act, the
Board has carried out an Annual Evaluation of its own
performance, performance of the Directors and the
working of its committees based on the evaluation criteria
defined by Nomination and Remuneration Committee
(NRC) for performance evaluation process of the Board, its
Committees and Directors.

The performance evaluation of the board was evaluated
by the board after seeking inputs from all the directors on
the basis of the criteria such as participation in decision
making; participation in developing corporate governance;
providing advice and suggestion etc. The Committees of
the Board were assessed on the degree of fulfilment of key
responsibilities, adequacy of Committee composition and
effectiveness of meetings.

The board reviewed the performance of the individual
directors on the basis of the criteria such as the contribution
in decision making, contribution of the individual director
to the board and committee meetings like preparedness on
the issues to be discussed, meaningful and constructive
suggestions and advice in meetings, etc. In addition, the
chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors,
performance of non-independent directors, performance
of the board as a whole and performance of the chairman
was evaluated, taking into account the views of executive
directors and non-executive directors. Performance
evaluation of independent directors was done by the entire
board, excluding the independent director being evaluated.

23. MATERIAL CHANGES AND COMMITMENTS, IF ANY,
AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments
affecting the financial position of the Company occurred
between the end of the financial year of the Company to
which this financial statement relates and on the date of
this report.

24. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE
GOING CONCERN STATUS AND COMPANY''S OPERATIONS
IN FUTURE

To the best of the Management''s knowledge, no significant
and material order(s) were passed by any regulator(s) or
courts or tribunals which could impact the going concern
status and company''s operation in future.

25. RISK MANAGEMENT POLICY:

Risks are events, situations or circumstances which
may lead to negative consequences on the Company''s
business. Risk Management is a structured approach to
manage uncertainty. An enterprise-wide approach to Risk
Management is being adopted by the Company and key
risks will now be managed within a unitary framework.
As a formal roll- out, all business divisions and corporate
functions will embrace Risk Management Structure, and
make use of these in their decision making. Key business
risks and their mitigation are considered in the annual/
strategic business plans and in periodic management
reviews. The risk management process over the period of
time will become embedded into the Company''s business
system and processes, such that our responses to risk
remain current and dynamic.

26. CORPORATE SOCIAL RESPONSIBILITY [CSR]:

Your Company has always emphasized progress with
responsibility towards the society and environment. We
believe strongly in our core values of empowerment and
betterment of the communities, societies and the country
as a whole. With such guiding principles, the Company
has laid the foundation of a comprehensive approach
toward promoting and facilitating various aspects of our
surrounding communities.

To demonstrate the responsibilities toward social upliftment
in a structured way and in line with the applicability of
Section 135 of the Act, your Company has framed a policy
on Corporate Social Responsibility to undertake programs/
projects and take various initiatives under CSR, which
is also available on the Company''s website athttps://
steamhouse.in/.

The report on CSR activities, along with an Annexure as
per Rule 8 of Companies (Corporate Social Responsibility
Policy) Rules, 2014, is attached herewith and marked as
Annexure-IV.

27. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

The Company has duly complied with the provisions relating
to the constitution of the Internal Complaints Committee
(ICC) under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. The
Company also has in place a comprehensive Anti-Sexual
Harassment Policy in line with the requirements of the said
Act, ensuring a safe and conducive work environment for
all employees.

A summary of complaints received and disposed of during
the financial year 2025-26 is as under:

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, to the extent applicable. All
necessary measures have been undertaken to ensure
adherence to the statutory requirements prescribed under
the said Act.

28. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY:

The Company has a comprehensive Internal Financial
Control system commensurate with the size, scale and
complexity of its operation. The system encompasses the
major processes to ensure reliability of financial reporting,
compliance with policies, procedures, laws, and regulations,
safeguarding of assets and economical and efficient use of
resources.

The Company has performed an evaluation and made
an assessment of the adequacy and the effectiveness
of the Company''s Internal Financial Control System. The
Statutory Auditors of the Company have also reviewed
the Internal Financial Control system implemented by the
Company on the financial reporting and in their opinion, the
Company has, in all material respects, adequate Internal
Financial Control system over Financial Reporting and
such Controls over Financial Reporting were operating
effectively as on 31st March, 2026 based on the internal

control over financial reporting criteria established by the
Company.

The policies and procedures adopted by the Company
ensures he orderly and efficient conduct of its business
and adherence to the company''s policies, prevention and
detection of frauds and errors, accuracy & completeness of
the records and the timely preparation of reliable financial
information.

29. PERSONNEL RELATIONS

Your Directors hereby place on record their appreciation
for the services rendered by executives, staff and other
workers of the Company for their hard work, dedication
and commitment. During the year under review, relations
between the Employees and the Management continued to
remain cordial.

30. PARTICULARS OF EMPLOYEES:

The Company does not have any employee drawing salary
as stipulated under provisions of rule 5(2) of chapter
XIII, the companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.

31. FAMILIARIZATION POLICY

The Company has formulated a familiarization program
for the Independent Directors to provide insights into the
Company 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 websitehttps://steamhouse.in/investors-
relation/.

32. CODE OF CONDUCT

The Board of Directors has laid down the code of conduct
for all Board Members and members of the Senior
Management of the Company. Additionally, all Independent
Directors of the company shall be bound by duties of
Independent Directors as set out in Companies Act, 2013.

All Board Members, Key Managerial Personnel and Senior
Management Personnel have affirmed compliance with the
Code of Conduct.

33. REPORTING OF FRAUDS:

During the year under review, no instances of fraud is
reported Statutory Auditors of the Company under Section
143(12) of the Companies Act, 2013.

34. COMPANY''S POLICY ON DIRECTORS'' APPOINTMENT AND
REMUNERATION:

The appointment, removal and remuneration of the directors
are subject to the recommendations of the Nomination
and Remuneration Committee and in accordance with
the provisions of the Act. The Company has a policy on
appointment and remuneration of the directors, which,
inter alia, provides the criteria for determination of the
qualifications, attributes, independence of a director,
diversity, and other matters.

The ''Nomination and Remuneration Policy'' has been
formulated under the provisions of the Act and covers
remuneration to the Directors, Key Managerial Personnel
and the Senior Management Personnel, identification
and criteria for selection of appropriate candidates for
appointment as Directors, Key Managerial Personnel and
Senior Management Personnel. The policy is available on
the website athttps://steamhouse.in/investors-relation/.

35. ACKNOWLEDGEMENT:

At SIL, we aim to deliver long-term value for all our
stakeholders without compromising on integrity,
environmental and social obligations, or regulatory
compliance. We consider stakeholder engagement as
one of the fundamental building blocks to a successful
sustainability strategy. As a responsible sector, with deep-
rooted social involvement, we engage closely with our
valued stakeholder community, which encompasses our
consumers, employees, shareholders, local communities,
workers, and the resources we employ in our business. To
ensure continual accountability, we have clear governance
structures, management processes, and policies in place.
We maintain transparency and openness at every level
of functioning within the company, thereby assigning
responsibility and accountability to individuals, Board
committees and management teams.

Your directors place on records their appreciation for
employees at all levels, who have contributed to the growth
and performance of your Company. Your directors also
thank the business associates, shareholders and other
stakeholders of the Company for their continued support.

For and on behalf of the Board of Directors
Steamhouse India LimitedSd/- Sd/-

Name: Vishal Sanwarprasad Budhia Name: Yadav Lalankumar Dayanand

Designation: Chairman and Managing Director Designation: Executive Director

DIN:00017705 DIN:07893781

Place: Surat
Date: 18/08/2026