The Board of Directors hereby submits the report of the business and
operations of Shish Industries Limited (“the Company”), along with the
audited financial statements, for the financial year ended March 31,
2025.

BUSINESS OVERVIEW

Shish was established in the year 2012, to provide the industry with
innovative State of the art manufacturing solutions in protective
packaging Domain. The Company's expertise has led us to produce
designs right from the concept stage to development there by helping to
achieve leadership as wholly integrated unit.

The Company is known for its groundbreaking innovations and quality
products in Industrial Packaging, Thermal Insulation, PP/PE Woven
Fabric & Consumer products.

The Company strive towards all-round growth, so it not only grows
bigger but also stronger together. The Company see further growth
opportunities ahead by innovating with customers in new markets;
seeing Globe as its Market and never hesitate to accept a business
opportunity overseas. The Company's approach is to diversify and to
reach out for new developments and in-depth research to provide
solutions has granted an edge to reach new markets.

NEW INITIATIVES

Shishcart

Shishcart is more than just a platform - it is a destination where style
meets innovation. Our passion lies in curating a diverse range of
products that reflect both your unique taste and modern needs.

With a commitment to quality, our handpicked selection of packaging
solutions is designed to elevate your lifestyle and enhance your
operations.

Our Mission- Empowering lives through curated elegance and
innovative solutions that inspire.

Our Vision - To become the trusted Global Destination for unparalleled
e-commerce experience and transformative products.

Inpackaging

InPackaging, initiated by Shish, transforms the packaging industry with
a wide range of packaging solutions, such as paper, plastic, metal,
wooden, sustainable packaging and packaging accessories. Our
commitment to sustainable innovation ensures secure packing and
promotes plastic waste recycling.

FINANCIAL YEAR 2024-25 AT GLANCE

RESEARCH LAB
Establishment

Design development and sampling form a core part of operations and a
key differentiator in the business. We have an established product
design and development team is comprised of industry experts with
numerous years of experience.

Always Ahead

Shish Industries Ltd. has always stayed ahead of its time and has
introduced advanced plastic manufacturing technology in India.
Through strategic investment in R&D, Shish Industries has successfully
managed to innovate and develop unique products.

Key Features of our Infrastructure

^ First company to develop & patent 5-ply Polypropylene Corrugated
Sheet

^ Developer of Indigenous Reflective Insulation Product- Carmika™
^ Pioneered the concept of Insulated water tank covers in India.
ENVIROMENTAL

More and more companies across business industries are committing
to reducing their impact on the environment, by creating environmentally
conscious workplaces. This means having policies and programs in
place that encourage green behaviors.

We at Shish have taken a pledge to go green and have taken following
measures to implement the same.

^ Implemented a recycling program

^ Conserve energy within the office

^ Promote a paperless office

^ Support green vendors

^ Reduce by reusing

^ Invest in office plants

^ Conserve human energy

^ Encourage sustainable transportation

^ Get outside and volunteer

^ Make green thinking a key part of your company culture

FINANCIAL PERFORMANCE
On Standalone Basis

During the year under review, the revenue from operation of the
Company was stood at INR 11,778.82 Lakhs as against that of INR
8,547.88 Lakhs for previous year. Revenue from operation of the
Company was increased by 37.80% over previous year.

Profit before Tax for the financial year 2024-25 stood at INR 1,467.66
Lakhs as against that of INR 1,130.73 Lakhs making the net profit of
INR 1,095.21 Lakhs for the financial year 2024-25 as against the net
profit of INR 843.20 Lakhs for the financial year 2023-24. The increase
in profit after tax was achieved due to effective purchase policy of the
Company and thereby reducing the cost of raw materials.

During the year under review, the export sales of the Company were
increased by 37.42%, whereas domestic sales of the Company were
increased by 38.22% than that of respective for previous year.

On Consolidated Basis

The consolidated revenue from operation of the Company for financial
year 2024-25 stood at INR 11,625.12 Lakhs as against that of INR
8,574.08 Lakhs for previous year. The consolidated net profit after tax
(after adjustment of minority interest) for the financial year 2024-25 was
stood at INR 874.03 Lakhs as compared to INR 800.43 Lakhs for the
previous financial year 2023-24.

The Company has reported growth of 9.20% in consolidated net profit
after tax and 35.58% in revenue for the full financial year 2024-25 as
compared to the previous financial year 2023-24. The increase in profit
after tax was achieved due to effective purchase policy of the Company
and thereby reducing the cost of raw materials.

FINANCIAL STATEMENTS

The audited financial statements of the Company drawn up both on
standalone and consolidated basis, for the financial year ended March
31,2025, in accordance with the requirements of the Companies (Indian
Accounting Standards) Rules, 2015 (“Ind AS”) notified under Section
133 of the Act, read with relevant rules and other accounting principles.
The Consolidated Financial Statements have been prepared in
accordance with Ind AS and relevant provisions of the Act based on the
financial statements received from subsidiaries, as approved by their
respective Board of Directors.

DIVIDEND

With a view to conserve and save the resources for future prospect of
the Company, your directors regret to declare dividend for the financial
year 2024-25 (Previous Year Nil).

TRANSFER TO GENERAL RESERVE

Your Directors do not propose to transfer any amount to the General
Reserves. Full amount of net profit is carried to reserve & Surplus
account of the Company.

CHANGE IN NATURE OF BUSINESS

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

SHARE CAPITAL

During the year under review, following changes were carried out in the
authorized and paid-up share capital of the Company:

Authorized Capital

During the year under review, vide Special Resolutions passed by the
Members of the Company through postal ballot on November 30, 2024,
the authorized share capital of the Company had been subdivided from
INR 4,000.00 Lakh divided into 40000000 Equity Shares of INR 10.00/-
each to INR 4,000.00 Lakh divided into 400000000 Equity Shares of
INR 1.00/-.

The Authorized share Capital of the Company, as at closure of financial
year 2024-25, was INR 4,000.00 Lakh divided into 400000000 Equity
Shares of INR 1.00/- each.

Issued, Subscribed & Paid-up Capital

During the year under review, vide Special Resolutions passed by the
Members at their Extra Ordinary General Meeting 01/2024-25 held on
April 6, 2024, through Video Conferencing (“VC”) / Other Audio-Visual
Means (“OAVM”), the Company had allotted (1) total 594020 Equity
Shares of INR 10.00 each to persons other than promoters and
promoter group, on Preferential Basis, at an Issue Price of INR 120.05
per Equity Share, and (2) total 3266800 Fully Convertible Equity
Warrants (“Warrants”), each convertible into, or exchangeable for, 1
(One) fully paid-up equity share of the Company of face value Rupees
10.00 (Rupees Ten only), at a price of Rupees 120.05 per equity share
(including a premium of Rupees 110.05 per equity share). Out of
3266800 warrants, total 2350476 warrants have been converted into
equity shares up to March 31, 2025. Balance 916324 are outstanding
for conversion.

Moreover, the face value of the equity shares of the Company has been
subdivided from INR 10.00 (Rupees Ten only) each fully paid up to 10
INR 1.00 (Rupee One only) each fully paid-up w.e.f. December 17,
2024.

Issued, Subscribed & Paid-up share Capital of the Company, after
Preferential issue, as at closure of financial year 2024-25, was INR
3,795.16 Lakhs divided into 379516450 Equity Shares of INR 1 each.

The entire Paid-up Equity shares of the Company are listed at BSE
Limited.

The required disclosures with respect to the allotment of warrants
are as follows;

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Constitution of Board

The Company has a balanced board with optimum combination of
Executive and Non-Executive Directors, including Independent
Directors, which plays a crucial role in Board processes and provides
independent judgment on issues of strategy and performance. As on
March 31, 2025, board comprises of 6 (Six) Directors out of which 2
(Two) Directors are Promoter Executive Directors, 1 (One) Director is
Promoter - Non-Executive - Non-Independent Director and remaining 3
(Three) are Non-Promoter Non-Executive Independent Directors.

Disclosure by Directors

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

Board Meeting

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

During the year under review, Board of Directors of the Company met
14 (Fourteen) times, viz April 18, 2024, May 7, 2024, May 10, 2024, July
17, 2024, September 3, 2024, September 30, 2024, October 1, 2024,
October 25, 2024, October 30, 2024, November 27, 2024, December
17, 2024, December 21,2024, January 25, 2025, and March 21,2025.

The details of attendance of each Director at the Board Meetings and
Annual General Meeting are given in the Report on Corporate
Governance.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 and rules made
there under and Listing Regulations, the Company has three Non¬
Promoter Non-Executive Independent Directors. In the opinion of the
Board of Directors, all three Independent Directors of the Company
meet all the criteria mandated by Section 149 of the Companies Act,
2013 and rules made there under and Securities and Exchange Board
of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 and they are Independent of Management.

A separate meeting of Independent Directors was held on March 21,
2025 to review the performance of Non-Independent Directors and
Board as whole and performance of Chairperson of the Company
including assessment of quality, quantity and timeliness of flow of
information between Company management and Board that is
necessary for the board of directors to effectively and reasonably
perform their duties.

The terms and conditions of appointment of Independent Directors and
Code for Independent Director are incorporated on the website of the
Company at https://shish-industries-images.s3.ap-south-

1 .amazonaws.com/investorsData/Corporate-
announcement/policies/Letter-of-Appointment-of-IDs.pdf

The Company has received a declaration from the Independent
Directors of the Company under Section 149(7) of Companies Act, 2013
and 16(1 )(b) of Listing Regulations confirming that they meet criteria of
Independence as per relevant provisions of Companies Act, 2013 for
financial year 2025-26. The Board of Directors of the Company has
taken on record the said declarations and confirmation as submitted by
the Independent Directors after undertaking due assessment of the
veracity of the same. In the opinion of the Board, they fulfill the
conditions for Independent Directors and are independent of the
Management. In the opinion of the Board, the Independent Directors
possess the requisite expertise and experience and are persons of high
integrity and repute. All the Independent Directors have confirmed that

they are in compliance with Rules 6(1) and 6(2) of the Companies
(Appointment and Qualification of Directors) Rules, 2014, with respect
to registration with the data bank of Independent Directors maintained
by the Indian Institute of Corporate Affairs. The details of programme for
familiarisation of Independent Directors with the Company, nature of the
industry in which the Company operates and related matters are
uploaded on the website of the Company at the link: https://shish-
industries-images.s3.ap-south-
1 .amazonaws.com/investorsData/Corporate-
announcement/policies/Familiarisation-Programme-for-IDs.pdf

During the year under review, Mr. Rasik Govindbhai Bharodia (DIN:
08514767) had been reappointed as Non-Promoter Non-Executive
Independent Director w.e.f. July 18, 2024 for a second term of 5 (five)
consecutive years vide Special resolution passed at the Extra ordinary
general meeting of the Members held on April 06, 2024 through Video
Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”). In the
opinion of the Board, Mr. Rasik Govindbhai Bharodia (DIN: 08514767)
was a person of integrity, possess relevant expertise/experience and
fulfills the conditions of his reappointment as an Independent Director
as specified in the Act, Rules made thereunder and the SEBI Listing
Regulations. However, Mr. Rasik Bharodia (DIN 08514767), had
resigned from the post of Independent Director of the Company with
effect from March 25, 2025. Mr. Rasik Bharodia (DIN 08514767) had
confirmed in his resignation letter that he had resigned due to personal
reasons and that there were no other material reasons for his
resignation.

During the year under review, Ms. Shital Tamakuwala (DIN: 11013824)
had been appointed as Women - Non- Executive Independent Director
of the Company with effect from March 21, 2025 as approved by the
members of the Company vide Special Resolutions passed on May 3,
2025 through postal ballot. The board is of the opinion that Ms. Shital
Tamakuwala (DIN: 11013824), is independent of the management and
that she also possesses appropriate skills, expertise and competencies
in the context of the Company's businesses, particularly in the areas of
technology and marketing.

Information on Directorate

The Board of Directors of the Company has, in their Board Meeting held
on March 21, 2025, changed and approved the designation of Mr.
Rameshbhai Kakadiya (DIN: 07740518) from Whole-time Director to
Non-Executive Director of the company w.e.f. March 21,2025 and the
same has also been approved by the Members of the Company through
Postal Ballot on May 3, 2025.

In accordance with the provisions of the Articles of Association and
Section 152 of the Companies Act, 2013, Mrs. Nitaben Satishkumar
Maniya (DIN 07740523), Executive Director of the Company retires by
rotation at the ensuing annual general meeting. She, being eligible, has
offered herself for re-appointment as such and seeks re-appointment.
The Board of Directors recommends her appointment on the Board.

The relevant details, as required under Regulation 36 (3) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015
(“SEBI Listing Regulations”) and Secretarial Standards-II issued by
ICSI, of the person seeking re-appointment as Director is annexed to
the Notice convening the Eighth annual general meeting.

Key Managerial Personnel

In accordance with Section 203 of the Companies Act, 2013, during the
year under review, the Company had already appointed Mr.
Satishkumar Maniya as Chairman and Managing Director of the
Company, Mr. Rameshbhai Kakadiya as Whole-Time Director of the
Company (till 20-03-2025), Mr. Nishit Rameshbhai Lakhani as Chief
Financial Officer of the Company and Ms. Suman Mohanlal Jat as
Company Secretary and Compliance Officer of the Company.

However, Mr. Nishit Rameshbhai Lakhani has resigned from the post of
Chief financial officer of the Company with effect from June 07, 2025.

As on date of this report, the Company has Mr. Satishkumar Maniya as
Chairman and Managing Director and Ms. Suman Mohanlal Jat as
Company Secretary and Compliance Officer who are acting as Key
Managerial Personnel in accordance with Section 203 of the Companies
Act, 2013.

Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own
performance, board committees and individual directors pursuant to the
provisions of the Companies Act, 2013 in the following manners;

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

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

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

> In addition, the performance of chairperson was also evaluated on
the key aspects of his role.

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

Directors’ Responsibility Statement

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

a) In preparation of annual accounts for the year ended March 31,
2025, the applicable accounting standards have been followed and
that no material departures have been made from the same;

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

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

d) The Directors had prepared the annual accounts for the year
ended March 31,2025 on going concern basis.

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

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

COMMITTEES OF BOARD

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

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination and Remuneration Committee

4. Corporate Social Responsibility Committee

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

Audit Committee

The Company has formed Audit Committee in line with the provisions
Section 177 of the Companies Act, 2013 and Regulation 18 of the
Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.

As at March 31, 2025, the Audit Committee comprised Mr. Rajesh
Mepani (Non-Executive Independent Director) as Chairperson, Mr.
Nareshkumar Lakhani (Non-Executive Independent Director) and Mr.
Satishkumar Maniya (Executive Director) as Members.

Recommendations of Audit Committee, wherever/whenever given,
have been accepted by the Board of Directors.

Detailed Disclosure for Audit Committee is given in Corporate
Governance Report annexure to this report.

Corporate Social Responsibility (CSR) Committee

Pursuant to Section 135 of Companies Act, 2013, the Company has
constituted Corporate Social Responsibility Committee (“the CSR
Committee”) with object to recommend the Board a Policy on Corporate
Social Responsibility and amount to be spent towards Corporate Social
Responsibility. The terms of reference of the Committee inter alia
comprises of the following:

^ To review, formulate and recommend to the Board a CSR Policy
which shall indicate the activities to be undertaken by the Company
specified in Schedule VII of the Companies Act, 2013 and Rules
made thereunder;

^ To provide guidance on various CSR activities and recommend the
amount of expenditure to be incurred on the activities;

^ To monitor the CSR Policy from time to time and may seek outside
agency advice, if necessary.

During the year under review, CSR Committee Meetings were held on
September 3, 2024 and March 21,2025 in which requisite quorum were
present. The meetings were held to review and approve the expenditure
incurred by the Company towards CSR activities.

The Corporate Social Responsibility Committee comprise Mr.
Satishkumar Maniya (Chairman and Managing Director) who acts as
Chairperson of the Committee whereas Mr. Rajesh Mepani
(Independent Director) and Mr. Nareshkumar Lakhani (Independent
Director) who are acting as Members of the Committee.

The CSR Policy may be accessed at the web link https://shish-
industries-images.s3.ap-south-
1 .amazonaws.com/investorsData/Corporate-
announcement/policies/CSR Policy.pdf

The Annual Report on CSR activities in prescribed format is annexed
as an Annexure - A.

VIGIL MECHANISM

The Company has established a vigil mechanism and accordingly
framed a Whistle Blower Policy. The policy enables the employees to
report to the management instances of unethical behavior, actual or
suspected fraud or violation of Company's Code of Conduct. Further the
mechanism adopted by the Company encourages the Whistle Blower to
report genuine concerns or grievances and provide for adequate safe
guards against victimization of the Whistle Blower who avails of such
mechanism and also provides for direct access to the Chairperson of
the Audit Committee, in exceptional cases. The functioning of vigil
mechanism is reviewed by the Audit Committee from time to time. None
of the Whistle blowers has been denied access to the Audit Committee
of the Board. The Whistle Blower Policy of the Company is available on
the website of the Company at https://shish-industries-images.s3.ap-
south-1 .amazonaws.com/investorsData/Corporate-
announcement/policies/Whistle-Blower-Policy.pdf.

NOMINATION AND REMUNERATION POLICY

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

The Nomination and Remuneration Policy, as adopted by the Board of
Directors, is placed on the website of the Company at https://shish-
industries-images.s3.ap-south-
1 .amazonaws.com/investorsData/Corporate-
announcement/policies/Nomination-and-Remuneration-Policy.pdf

REMUNERATION OF DIRECTORS

The details of remuneration/sitting fees paid during the financial year
2024-25 to Executive Directors/Directors of the Company is provided in
Report on Corporate Governance which is the part of this report.

The Company confirms that all the payment of remuneration or
commission, if any, paid to Executive Directors, have been paid by the
Holding Company only and none of the Subsidiary has paid any
remuneration or commission to the Executive Director of the Company.

EMPLOYEE STOCK OPTION PLAN

The Company has instituted one schemes viz, “Shish Industries Limited
- Employee Stock Option Plan 2023” (“ESOP 2023” or “Scheme”).
During the year under review, there has not been any material change/s
in the scheme and the scheme is in compliance with the Securities and
Exchange Board of India (Share based Employee Benefits and Sweat
Equity) Regulations, 2021. The Company has not granted any options
under ESOP 2023 up to March 31,2025.

A certificate from Secretarial Auditor of the Company i.e. M/s. Alap &
CO. LLP, Company Secretaries, has been received confirming that
ESOP Scheme 2023, has been implemented in compliance with the
Securities and Exchange Board of India (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (“SEBI ESOP
Regulations”) and in accordance with resolutions of the Company. A
copy of the certificate has been uploaded on the website of the
Company and can be viewed at https://shish-industries-images.s3.ap-
south-1 .amazonaws.com/investorsData/financial-annual-report/annual-
report/PCS Certificate ESOP 2024-25.pdf.

The disclosures with respect to “ESOP 2023” as required by Section 62
of the Companies Act, 2013, Rule 12 of Companies (Share Capital and
Debentures) Rules, 2014 and the Securities and Exchange Board of
India (Share based Employee Benefits and Sweat Equity) Regulations,
2021 are set out in Annexure-B to the Board's Report and can also be
viewed at https://shish-industries-images.s3.ap-south-

1 .amazonaws.com/investorsData/financial-annual-report/annual-
report/ESOP Disclosure 2024-25.pdf.

WEB LINK OF ANNUAL RETURN

The link to access the Annual Return is https://shish-industries-
images.s3.ap-south-1 .amazonaws.com/investorsData/financial-
annual-report/annual-report/Annual return 2024-25.pdf

RELATED PARTIES TRANSACTION

All Related Party Transactions are placed before the Audit Committee
and the Board for approval, if required. Prior omnibus approval of the
Audit Committee is obtained for the transactions which are of a foreseen
and repetitive in nature.

The Company has developed an Internal Guide on Related Party
Transactions Manual and prescribed Standard Operating Procedures
for the purpose of identification and monitoring of such transactions. The
Policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website at https://shish-industries-
images.s3.ap-south-1 .amazonaws.com/investorsData/Corporate-
announcement/policies/Policy-on-Related-Party-Transactions.pdf.

The Audit Committee comprises solely of the Independent Directors of
your Company. The members of the Audit Committee abstained from
discussing and voting in the transaction(s) in which they were
interested.

Your Company did not enter into any related party transactions during
the year under review, which could be prejudicial to the interest of
minority shareholders.

All Related Party Transactions entered into during the financial year
were on an arm's length basis and were in the ordinary course of
business. Your Company had entered into few related party
transactions which could be considered material in terms of Section 188
of the Companies Act, 2013. Accordingly, the disclosure of related party
transactions as required under Section 134(3)(h) of the Companies Act,
2013 in form AOC-2 is annexed to this Report as Annexure - C. Apart
from this there were no other material related party transactions.

There was no contracts, arrangements or transactions which was not
executed in ordinary course of business and/or at arm's length basis.

Pursuant to the provisions of Regulation 23 of the SEBI Listing
Regulations, your Company has filed half yearly reports with the stock
exchanges, for the related party transactions.

UTILIZATION OF PROCEEDS OF PREFERENTIAL ISSUE

The details of utilization of preferential issue proceeds as on the date of
this report is provided as follows:

PUBLIC DEPOSIT

The Company has not accepted any deposits from the public falling
within the ambit of Section 73 of the Companies Act, 2013 (‘the Act')
and the Companies (Acceptance of Deposits) Rules, 2014. There are
no unclaimed deposits, unclaimed/ unpaid interest, refunds due to the
deposit holders or to be deposited with the Investor Education and
Protection Fund as on March 31,2025.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energy -

i. ) The steps taken or impact on conservation of energy:

No major steps have been taken by the Company. However, the
Company continues its endeavor to improve energy conservation
and utilization. Moreover, the Company is planning to install solar
panels at its manufacturing unit as a part of green energy initiatives
of Government of India.

ii. ) The steps taken by the Company for utilizing alternate

sources of energy:

The Company has continued its focus on energy conservation
efforts through up-gradation of process with new technology. The
technology installed by the Company has provided better results in
quality and production and also reducing the overall cost of
production and maintenance which effect production scheduling
and various energy saving initiatives in all areas of production.
However, the Company has not installed any alternate source of
energy running on renewable energy source.

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

B. Technology absorption -

i. ) The effort made towards technology absorption

Your Company has been very thoughtful in installing new
technology to reduce the production cost, improve yield, enhance
product endurance and strengthen finish. However, no new
technology has been installed by the Company during the year and
all existing technology has been fully absorbed.

ii. ) The benefit derived like product improvement, cost reduction,

product development or import substitution

The Company had installed such technology that improve
productivity, quality and reduction in manual intervention and to
enhance the quality and productivity. Improvement in
manufacturing process helped the Company in managing
production scheduling; & better & faster servicing of product for
domestic as well as global market.

iii. ) in case of imported technology (imported during the last three

years reckoned from the beginning of the financial year)

a. The details of technology imported: The Company has
imported Second Hand Air Bubble Film Machinery and Cord
Strap Die Hard Machine.

b. The year of import: Financial Year 2020-21

c. Whether the technology has been fully absorbed: Yes

iv. ) If not fully absorbed, areas where absorption has not taken

place, and the reasons thereof: Not Applicable

v. ) The expenditure incurred on Research and Development: Nil

C. Foreign Exchange Earnings & Expenditure -

i.) Details of Foreign Exchange Earnings

(INR in Lakh)

ii.) Details of Foreign Exchange Expenditure

(INR in Lakh)

MAINTENANCE OF COST RECORDS

In terms of Section 148 of the Companies Act, 2013 read with
Companies (Cost records and audits) Rules, 2014, the Company is
required to maintain the cost records and accordingly the Company has
maintained the Cost record for F.Y. 2024-25. The Board has appointed
M/s. V. M. Patel & Associates, Cost Accountants, (Firm Registration No.
101519) as Cost Auditors of your Company for conducting cost audit for
FY 2025-26. A resolution seeking approval of the Shareholders for
ratifying the remuneration payable to the Cost Auditors for FY 2025-26
is provided in the Notice of the ensuing AGM. The Cost accounts and
records as required to be maintained under section 148 (1) of the Act
are duly made and maintained by your Company.

PARTICULAR OF EMPLOYEES

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

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

PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS &
SECURITY

Details of Loans, Guarantees, Investments and Security covered under
the provisions of Section 186 of the Companies Act, 2013 are given in
the notes to the Financial Statement. The Company has complied with
the applicable provisions of Section 186 of the Act during the under
review.

During the year under review, the Company has (1) invested total INR
978.00 Lakhs as Equity Contribution in its wholly owned subsidiary -
Dunnage Bag Private Limited; (2) invested total INR 479.19 Lakhs as
Equity Contribution in its subsidiary - Interstar Polyfab Private Limited;
(3) acquired by way of subscription the securities of other body
corporate worth INR 99.73 Lakhs; (3) granted total INR 226.97 Lakhs
as Unsecured Loan to its wholly owned subsidiary - Shish Global
Solutions Private Limited, total INR 23.79 Lakhs as Unsecured Loan to
its wholly owned subsidiary - Dunnage Bag Private Limited, total INR
1,996.25 Lakhs as Unsecured Loan to its subsidiary - Interstar Polyfab
Private Limited, total INR 85.16 Lakhs as Unsecured Loan to its wholly
owned subsidiary - Varni Wood & Paper Packaging Private Limited,
total INR 335.93 Lakhs as Unsecured Loan to Shish advanced
composites Private Limited; (4) given Corporate Guarantee (i) to
Standard Chartered Bank on behalf of its wholly owned subsidiary -
Shish Polylam Private Limited; (ii) to Standard Chartered Bank on behalf
of its subsidiary Interstar Polyfab Private Limited and (iii) to Standard
Chartered Bank on behalf of - Shish Advanced Composites Private
Limited.

SIGNIFICANT AND MATERIAL ORDERS

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

RISK MANAGEMENT

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

MATERIAL CHANGES AND COMMITMENT

Post closure of financial year, there have been no material changes and
commitments for the likely impact affecting financial position between
end of the financial year and the date of the report, except acquisition of
65% stake in Shish Advanced Composites Private Limited (CIN
U25999GJ2024PTC154044) by way of subscription to its Equity shares
pursuant to which it shall become subsidiary of the Company.

SUBSIDIARIES/JOINT VENTURE/ASSOCIATE COMPANY

Shish Polylam Private Limited was incorporated as wholly owned
subsidiary of the Company for carrying out business of Radiant Barrier,
Roof Underlayment, Paper PE / PP / EVA Lamination, Aluminum PE /
PP / EVA Lamination, Woven Fabric PE / PP / EVA Lamination, non-
woven PE / PP / EVA Lamination and all kind of extrusion lamination
products. It has shown immense development since incorporation.

Shish Polylam Private Limited achieved turnover of INR 554.03 Lakh
during financial year 2024-25. The Loss Before Tax stood at INR 221.04
Lakh making net loss for financial year 2024-25 of INR 219.17 Lakh.
Shish Polylam Private Limited has not declared any dividend for
Financial Year 2024-25. The annual accounts of Shish Polylam Private
Limited has been consolidated with the accounts of the Company for
Financial Year 2024-25.

The Company had also established a wholly owned subsidiary
Company - GreenEnergy International INC in Texas, USA.
GreenEnergy International INC leverages the growth opportunities in
the business of manufacturing and distributing Insulation Building
Materials, Geo Textile Fabric, Material Handling Products, and Upvc
and Pvc Equipment, Radiant Barrier, Roof Underlayment, PP Woven
Fabric, Lumber Wrap, Pp Woven bag, FIBC Jumbo bag, Pp Sheet, Pvc
& Cpvc Pipes and Fittings, and so on in USA. GreenEnergy International
INC. also focuses on helping clients in expanding their business in
various state of USA.

GreenEnergy International INC achieved turnover of INR 1,322.08 Lakh
during financial year 2024-25. The profit before tax stood at INR 0.04
Lakh making net loss for financial year 2024-25 of INR 2.74 Lakh.
GreenEnergy International INC has not declared any dividend for
Financial Year 2024-25. The converted rupees annual accounts of
GreenEnergy International INC have been consolidated with the
accounts of the Company for Financial Year 2024-25.

The Company had established wholly owned subsidiary - Shish Global
Solutions Private Limited to leverage the growth opportunities in the
business of facilitating transactions, commerce, electronic commerce,
mobile commerce, any type of commerce whether between businesses
and other businesses or between business and individual consumers
for home and office decorative and interior designing items, hardware,
sanitary, building materials, pipes and fitting and such other materials
and items required for construction of homes and offices and in relation
to providing software and information technology-based business
solutions in any form and manner to various entities and business of
online marketing, on-line shopping, Internet advertising and marketing,
creating virtual malls, stores, shops, creating shopping catalogues,
providing secured payment processing, net commerce solutions, online
trading in and outside India but does not include banking and money
circulating business.

Shish Global Solutions Private Limited achieved turnover of INR 910.56
Lakh during financial year 2024-25. The loss before tax stood at INR
148.41 Lakh making net loss for financial year 2024-25 of INR 148.22
Lakh. Shish Global Solutions Private Limited has not declared any
dividend for Financial Year 2024-25. The annual accounts of Shish
Global Solutions Private Limited have been consolidated with the
accounts of the Company for Financial Year 2024-25.

The Company had incorporated wholly owned subsidiary - Varni Wood
& Paper Packaging Private Limited to leverage the growth opportunities
in the business of manufactures, engineers, contractors, founders, and
designers of all kinds of Industrial packing materials. However, the
company had sold its entire stake in Varni Wood & Paper Packaging
Private Limited on March 29, 2025.

Varni Wood & Paper Packaging Private Limited achieved turnover of
INR 504.63 Lakh during financial year 2024-25. The loss before tax
stood at INR 19.86 Lakh making net loss for financial year 2024-25 of
INR 19.72 Lakh. Varni Wood & Paper Packaging Private Limited has
not declared any dividend for Financial Year 2024-25. The annual
accounts of Varni Wood & Paper Packaging Private Limited have been
consolidated with the accounts of the Company for the period April 01,
2024 to March 29, 2025.

During the financial year 2024-25 the Company had acquired 100%
stake in Dunnage Bag Private Limited and 76.67% stake in Interstar
Polyfab Private Limited by way of subscription to their Equity shares
respectively pursuant to which both the Companies have become
subsidiaries of the Company.

Dunnage Bag Private Limited is engaged in the business of
manufacturing of all types of packaging materials and all sorts of
laminates, plastic polythlene and plastic goods and Dunnage Bags. The
acquisition has been beneficial to leverage the growth opportunities in
the segment of Dunnage Bags. Dunnage Bag Private Limited achieved
turnover of INR 308.08 Lakh during financial year 2024-25. The profit
before tax stood at INR 47.39 Lakh making net profit for financial year
2024-25 of INR 39.02 Lakh. Dunnage Bag Private Limited has not
declared any dividend for Financial Year 2024-25. The annual accounts
of Dunnage Bag Private Limited have been consolidated with the
accounts of the Company for Financial Year 2024-25.

Interstar Polyfab Private Limited is engaged in the business of
manufacturing of all types of small bags, FIBC Bags, Woven sacks, and
other allied items made of one or more materials like HDPE, LDPE,
PVC, PP, laminating materials. Interstar Polyfab Private Limited
achieved turnover of INR 1,891.92 Lakh during financial year 2024-25.
The loss before tax stood at INR 333.96 Lakh making net loss for
financial year 2024-25 of INR 328.27 Lakh. Interstar Polyfab Private
Limited has not declared any dividend for Financial Year 2024-25. The
annual accounts of Interstar Polyfab Private Limited have been
consolidated with the accounts of the Company for Financial Year 2024¬
25.

During the financial year 2024-25, the Company had one material
subsidiary i.e. Interstar Polyfab Private Limited. Further, in line with the
SEBI Listing Regulations, an independent director of your Company is
on the Board of its unlisted material subsidiary.

Further, pursuant to the provisions of Section 136 of the Act, the
financial statements of the Company, consolidated financial statements
along with relevant documents and separate audited financial
statements in respect of subsidiaries, are available on the Company's
website at www.shishindustries.com.

The Policy for determining material subsidiary company, as approved
by the Board, may be accessed on the Company's website at the link
https://shish-industries-images.s3.ap-south-
1 .amazonaws.com/investorsData/Corporate-
announcement/policies/Policy-for-Determining-Material-
Subsidiaries.pdf

The Company does not have any Joint venture or associate Company.
There has been no material change in the nature of the business of the
subsidiaries.

The financial performance of Subsidiary Companies in prescribed Form
AOC-1 is annexed to this Report as Annexure - E.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Though the various risks associated with the business cannot be
eliminated completely, all efforts are made to minimize the impact of
such risks on the operations of the Company. Necessary internal control
systems are also put in place by the Company on various activities
across the board to ensure that business operations are directed
towards attaining the stated organizational objectives with optimum
utilization of the resources. Apart from these internal control procedures,
a well-defined and established system of internal audit is in operation to
independently review and strengthen these control measures, which is
carried out by an experience auditor. The audit is based on an internal
audit plan, which is reviewed each year in consultation with the statutory
auditor of the Company and the audit committee. The conduct of internal
audit is oriented towards the review of internal controls and risks in its
operations.

The Internal Auditor of the Company carry out review of the internal
control systems and procedures. The internal audit reports are reviewed
by Audit Committee and Board.

Your Company has also put in place adequate internal financial controls
with reference to the financial statements commensurate with the size
and nature of operations of the Company. During the year, such controls
were tested and no material discrepancy or weakness in the Company's
internal controls over financial reporting was observed.

CORPORATE GOVERNANCE:

Your Company strives to incorporate the appropriate standards for
corporate governance. As stipulated in Schedule V of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, Report
on Corporate Governance and Certificate of the Practicing Company
Secretary with regards to compliance with the conditions of Corporate
Governance is annexed to the Board's Report as Annexure - F.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

STATUTORY AUDITOR AND THEIR REPORT

M/s. K P C M & Co., Chartered Accountants, Surat (FRN: 117390W)
were appointed as Statutory Auditors of the Company at the seventh
Annual General Meeting held on September 27, 2024, for a second term
of four consecutive years.

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

SECRETARIAL AUDITOR AND THEIR REPORT

The Company has appointed M/s Alap & Co. LLP, Company Secretary,
to conduct the secretarial audit of the Company for the financial year
2024-25, as required under Section 204 of the Companies Act, 2013
and Rules thereunder. The Secretarial Audit Report for the financial
year 2024-25 is annexed to this report as an Annexure - G - 1.

The Annual Secretarial Compliance Report for the financial year ended
March 31,2025 issued by M/s Alap & Co. LLP, in relation to compliance
of all applicable SEBI Regulations/ Circulars/Guidelines issued
thereunder, pursuant to requirement of Regulation 24A of the Listing
Regulations read with Circular no. CIR/CFD/CMD1/27/2019 dated 8th
February, 2019 (including any statutory modification(s) or re¬
enactments) thereof for the time being in force) is annexed to this report
as an Annexure - G - 2.

As per regulation 24A(1) of the SEBI Listing Regulations, a listed
company is required to annex a secretarial audit report of its material
unlisted subsidiary to its Annual Report. In line with the same, the
secretarial audit reports of Interstar Polyfab Private Limited for the FY
2024-25 are annexed to this Report as an Annexure - G - 3 and also
placed on Company's website at https://shishind.com/financial-and-
annual-reports.

The above reports do not contain any remarks by the Secretarial Auditor
with regards to financial year 2024-25.

APPOINTMENT OF SECRETARIAL AUDITOR

In light of the recent amendments in the SEBI Listing Regulations
mandating appointment of Secretarial Auditor for a period of five years.
Accordingly, the Board has recommended the appointment of M/s ALAP
& Co. LLP, a peer reviewed firm of Company Secretaries in Practice, as
Secretarial Auditors of the Company for a term of 5(five) consecutive
years, for approval of the Members at ensuing AGM of the Company.
Brief resume and other details of proposed secretarial auditors, forms
part of the Notice of ensuing AgM. M/s ALAP & Co. LLP have given
their consent to act as Secretarial Auditors of the Company. They have
also confirmed that they are not disqualified to be appointed as
Secretarial Auditors in terms of provisions of the Act & Rules made
thereunder and SEBI Listing Regulations.

REPORTING OF FRAUD

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

INSURANCE

The assets of your Company have been adequately insured.

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

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

WEBSITE

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

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

To foster a positive workplace environment, free from harassment of
any nature, we have institutionalized the Anti-Sexual Harassment
Initiative (ASHI) framework, through which we address complaints of
sexual harassment at all the workplaces of the Company. Our policy
assures discretion and guarantees non-retaliation to complainants. We
follow a gender-neutral approach in handling complaints of sexual
harassment and we are compliant with the law of the land where we
operate. The Company has setup an Internal Complaints Committee
(ICC) for redressal of Complaints.

PREVENTION OF INSIDER TRADING

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

INDUSTRIAL RELATIONS (IR):

The Company continues to maintain harmonious industrial relations.
Company periodically reviews its HR policies and procedures to aid and
improve the living standards of its employees, and to keep them
motivated and involved with the larger interests of the organization. The
Company has systems and procedures in place to hear and resolve
employees' grievances in a timely manner, and provides avenues to its
employees for their all-round development on professional and personal
levels. All these measures aid employee satisfaction and involvement,
resulting in good Industrial Relations.

MATERNITY BENEFIT:

The company has complied with the provisions relating to the Maternity
Benefit Act, 1961.

DETAILS OF THE DESIGNATED OFFICER:

Ms. Suman Mohanlal Jat, Company Secretary & Compliance officer of
the company is acting as Designated Officer under Rule (9) (5) of the
Companies (Management and Administration) Rules, 2014.

LARGE ENTITY:

The Board of Directors of the Company hereby confirm that the
Company is not a Large Corporate entity in terms of Regulation 50B of
SEBI (Issue and Listing of Non-Convertible Securities) Regulations,
2021 (NCS Regulations).

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

The applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to
‘Meetings of the Board of Directors' and ‘General Meetings',
respectively, have been duly complied by your Company.

GENERAL DISCLOSURE

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

Registered office:

1502, 15th Floor, Junomoneta Tower, Pal
RTO BRTS Road, Near Rajhans Cinema,

Adajan Gam, Surat City, Gujarat, India,

395009

Place: Surat

Date: September 05, 2025

The Board of Directors state that no disclosure or reporting is required
in respect of the following matters as there were no transactions or
applicability pertaining to these matters during the year under review:

i) 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 Companies Act, 2013).

ii) One-time settlement of loan obtained from the banks or financial
institutions.

iii) Issue of equity shares with differential rights;

iv) Issue of sweat equity shares;

v) There is no revision in the Board Report or Financial Statement;

APPRECIATIONS AND ACKNOWLEDGEMENT

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

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

By order of the Board of Directors
For, SHISH INDUSTRIES LIMITED
CIN: L25209GJ2017PLC097273

Nitaben Maniya Satishkumar Maniya

Executive Director Chairman and Managing Director
DIN 07740523 DIN 02529191