Your Director's are pleased to present 32nd Annual Report of Shah Investor's Home Limited ('SIHL' or 'Company') along with Standalone and Consolidated Audited Financial Statements for the Financial Year ended on March 31, 2026.
1. FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
The summary of Standalone & Consolidated financial results for the year ended on March 31, 2026 are as under: (^ in lakhs)
|
Particulars
|
Standalone
|
Consolidated
|
|
F.Y. 2025-26
|
F.Y. 2024-25
|
F.Y. 2025-26
|
F.Y. 2024-25
|
|
Income from Operations
|
7,106.63
|
9,220.41
|
7,147.67
|
9,427.39
|
|
Add: Other Income
|
72.77
|
14.72
|
92.33
|
19.12
|
|
Total Income
|
7,179.40
|
9,235.13
|
7,240.00
|
9,446.51
|
|
Less: Total Expenditure
(except Interest, Depreciation and Taxes)
|
4,815.77
|
5,747.73
|
4,986.07
|
5,896.06
|
|
Profit Before Interest, Depreciation & Taxes
|
2,363.63
|
3,487.4
|
2,253.93
|
3,550.45
|
|
Less: Interest Charges
|
354.62
|
389.88
|
235.49
|
246.08
|
|
Profit Before Depreciation & Taxes
|
2,009.01
|
3,097.52
|
2,018.44
|
3,304.37
|
|
Less: Depreciation
|
177.81
|
153.77
|
187.58
|
164.14
|
|
Profit Before Tax
|
1,831.20
|
2,943.75
|
1,830.86
|
3,140.22
|
|
Less: Provision for Tax
|
455.36
|
769.59
|
497.13
|
831.30
|
|
Deferred Tax
|
16.92
|
(25.70)
|
26.80
|
(28.36)
|
|
Excess/Short provision Written off
|
(7.65)
|
(10.95)
|
(3.71)
|
(4.28)
|
|
Profit After Tax
|
1,366.57
|
2,210.81
|
1,310.64
|
2,341.56
|
|
Total Comprehensive Income
|
485.98
|
1,821.50
|
1,305.39
|
1,915.04
|
|
Appropriation:
|
|
1. Dividend on Equity shares (Incl. DDT)
|
157.54
|
157.54
|
157.54
|
157.54
|
|
2. General Reserve
|
9,300.00
|
9,300.00
|
9,604.53
|
9,604.53
|
|
3. Capital Redemption Reserve
|
131.68
|
131.68
|
131.68
|
131.68
|
|
4. Tax on Buyback of Equity Shares
|
-
|
-
|
-
|
-
|
|
5. Utilized for Buyback of Equity Shares
|
-
|
-
|
-
|
-
|
|
6. Profit to be Carried Forward
|
4,972.99
|
3,676.12
|
5,910.77
|
4,684.28
|
There have been no material changes and commitments, affecting the financial position of the Company which has occurred between the end of the year and date of this Director's Report.
The company has reported income from operations during the year of Rs. 7,106.63 Lakh as compared to previous year's income from operation of Rs. 9,220.41 Lakh The company has earned net profit of Rs. 1366.57 Lakh compared to previous year's profit of Rs. 2,210.81 Lakh on standalone basis.
On a Consolidating basis, the company has reported income from operations during the year of Rs. 7,147.67 Lakh as compared to previous year's income from operation of Rs. 9,427.39 Lakh The company has earned net profit of Rs. 1310.64 Lakh compared to previous year's profit of Rs. 2,341.56 Lakh.
2. DIVIDEND
The Company has adopted Dividend Distribution Policy and the same is available on the Website /https://www.sihl.in/files/investor-relations/Dividend_Distribution_Policy__SIHL.pdf.
During the year under review, the Board considered it prudent to recommend the final dividend for 2025-26 as per the Dividend Distribution Policy and accordingly recommended a final dividend of Rs. 1.50/- per equity share of face value of Rs. 10/- each (@ 15%) amounting to Rs. 2.36 crore for approval of shareholders at the 32ndAnnual General Meeting (AGM) of the Company.
3. TRANSFERTO RESERVES
The Company has not transferred any amount during the year under the head of General Reserve Account.
4. CHANGE IN THE NATURE OF BUSINESS OF THE COMPANY
The Company has commenced the business of Margin Trading Facility and has undertaken to act as Sponsor and Investment Manager of Alternative Investment Funds. The same changes have accordingly been carried out in the Main Object clause of the
Memorandum of Association. There is no other major change in the nature of the business operations of the Company.
5. FINANCIAL PERFORMANCE DURING THE YEAR AND BUSINESS OUTLOOK
During FY 2025-26, the Company reported a Total Income of Rs. 7,179.40 Lakhs on a standalone basis (Rs. 7,240.00 Lakhs on a consolidated basis), as against Rs. 9,235.13 Lakhs (Rs. 9,446.51 Lakhs consolidated) in the previous year, reflecting a decline of approximately 22.26% (23.36% on a consolidated basis) year-on-year. Profit Before Tax stood at Rs. 1,831.20 Lakhs (Rs. 1,830.86 Lakhs consolidated) as against Rs. 2,943.75 Lakhs (Rs. 3,140.22 Lakhs consolidated) in the previous year, while Profit After Tax was Rs. 1,366.57 Lakhs (Rs. 1,310.64 Lakhs consolidated) as against Rs. 2,210.81 Lakhs (Rs. 2,341.56 Lakhs consolidated) in the previous year.
The decline in income and profitability during the year was largely on account of subdued capital market activity and reduced trading volumes, driven principally by heightened global geopolitical tensions during the year, including the escalation of conflict in the Middle East and the resultant uncertainty in global crude oil and commodity markets. These developments led to a sustained rise in crude oil prices, elevated volatility in domestic equity indices, and significant outflows by Foreign Institutional Investors (FIIs) from Indian equity markets, which in turn resulted in cautious participation by retail and institutional investors alike. As a broking and capital-market-services led business, the Company's core revenue streams — being closely linked to market trading volumes and investor sentiment — were directly impacted by this subdued environment, resulting in lower brokerage and demat-related income during the year as compared to the previous year. The Company's investments and other financial exposures were also affected by the broader volatility witnessed across global and domestic markets during the year.
New Business Initiatives
During the year under review and thereafter, the Company took several strategic steps to diversify its revenue base and strengthen its product portfolio beyond traditional broking services. The Company commenced the business of Margin Trading Facility, providing clients with enhanced leverage and purchasing power against their securities.
The Company has also commenced offering commodities trading services to its clients, providing access to trading in commodity derivatives on the Multi Commodity Exchange of India Limited (MCX), thereby widening its product suite beyond equity, currency and derivatives segments.
The Company also undertook to act as Sponsor and Investment Manager of Alternative Investment Funds, and corresponding enabling changes were carried out in the Main Object clause of the Memorandum of Association; this initiative has since fructified with the registration of the "SIHL AIF Investment Trust" (Category III Alternative Investment Fund) with the Securities and Exchange Board of India under Registration No. IN/AIF3/25-26/2036, with the Company acting as its Manager and Sponsor. Further, the Company successfully launched its proprietary algorithmic trading platform, "Algofy," enabling clients to deploy and automate customized trading strategies through an integrated API.
The Company has also expanded its footprint into India's International Financial Services Centre at GIFT City, Gandhinagar, laying the groundwork to facilitate access to global investment opportunities for its clients in line with the framework prescribed by the International Financial Services Centres Authority (IFSCA) and the Reserve Bank of India's Liberalised Remittance Scheme. Taken together, these initiatives reflect the Company's continued focus on building a diversified, technology-driven financial services platform, reducing its dependence on any single line of business and positioning it for sustainable long-term growth.
Outlook:
As capital markets deepen, we remain committed to strong governance and value creation, enhancing our appeal to long-term investors.
The increasing financialization of retail investors aligns with our transparent and sustainable business approach.
Meanwhile, growing interest in differentiated investment opportunities reflects our focus on innovation and strategic expansion across value-added segments.
MANAGEMENT DISCUSSION & ANALYSIS:Global Economy:
The global economy in Calendar Year 2025 exhibited resilience despite persistent headwinds from geopolitical tensions, tariff realignments and elevated interest rates. Global GDP expanded by 3.4% in 2025, with advanced economies growing 1.9% and emerging markets & developing economies growing 4.4%. Growth is projected to moderate marginally to 3.1% in CY2026 before recovering to 3.2% in CY2027, supported by monetary policy easing across major central banks, AI-led productivity gains, and continued fiscal stimulus in select geographies.
Global headline inflation is projected at 4.7% in 2026, easing to 3.4% in 2027, as the lagged effects of past monetary tightening filter through supply chains. The escalation of the West Asia conflict - particularly disruptions around the Strait of Hormuz has reintroduced upside risk to commodity prices and inflation expectations. Advanced-economy central banks have begun cautious rate cuts, though policy rates remain elevated relative to pre-pandemic norms.
Long-term projections underscore a decisive shift in the global economic centre of gravity toward Asia. Emerging markets are expected to contribute over 60% of incremental global GDP through 2030, with India projected to become the world's third- largest economy by FY2030 (crossing US $ 6 trillion) after the United States and China.
|
Region
|
2025
|
2026P
|
2027P
|
|
World Output
|
3.4
|
3.1
|
3.2
|
|
Advanced Economies
|
1.9
|
1.8
|
1.7
|
|
Emerging Markets & Developing
|
4.4
|
3.9
|
4.2
|
|
United States
|
2.1
|
2.3
|
2.1
|
|
China
|
5.0
|
4.4
|
4.0
|
|
India
|
7.6
|
6.5
|
6.5
|
(Source: S&P Global, IMF World Economic Outlook, April 2026), Note: All figures in Percentage
Indian Economy:
India retained its position as the fastest-growing major economy in FY2025-26, with Real GDP growth provisional estimated at 7.7% (vs 7.1% in FY25). Nominal GDP grew 8.9%, reflecting the combination of real expansion and moderating inflation. Growth was broad-based, with real Gross Value Added (GVA) rising 7.7%, supported by manufacturing (aided by production-linked incentives), robust services momentum and a gradually reviving private capex cycle. For FY2026-27, growth is expected in the 6.8-7.2% range.
India's per capita income at current prices is estimated at US $ 2,813 for FY26, up from US$2,680 in FY25. The Government of India has articulated an aspiration to reach per capita income of US $ 5,000 by 2030 as part of the Viksit Bharat framework, requiring sustained nominal GDP growth of 11-12% and taking nominal GDP to US$6 trillion.
CPI inflation moderated sharply through FY26, averaging 2.1% for the year, well below the medium-term target of 4%, aided by favourable food supply, adequate buffer stocks and calibrated policy responses. The Reserve Bank of India, at its March 2026 policy meeting, held the repo rate at 5.25% while maintaining a neutral stance. Bank credit growth accelerated to 15.9% in FY26 from around 11-12% in FY25, driven by robust economic activity, healthy business expansion, strong investment demand and resilient consumption, despite higher risk weights on unsecured retail loans. Deposit growth also strengthened to 11.5%, reflecting improved deposit mobilisation. Forex reserves remained comfortable at US $ 691.11 billion as of March 2026.
|
Indicator
|
Fy25
|
Fy26
|
Fy30 Aspiration
|
|
Real GDP Growth (%)
|
7.1
|
7.7
|
7.0-7.5
|
|
Nominal GDP (in us$ trillion)
|
$3.60-3.87
|
$3.80-4.18
|
$6.0
|
|
Per Capita Income (in us$)
|
$2,680
|
$2,813
|
$5,000
|
|
CPI Inflation (%)
|
4.60
|
2.1
|
-
|
(Sources: MoSPI, RBI, Union Budget 2026-27, IMF, PIB)
Global Capital Markets Overview:
Global equity markets in FY2025-26 delivered sharply divergent regional performance, driven by four broad themes through the year.
i) The roll-out of reciprocal tariffs under the second Trump administration reordered global trade flows and produced clear winners and losers across export-led economies.
ii) Escalation of the West Asia conflict, together with intermittent disruption around the Strait of Hormuz, brought fresh energy- price volatility back into play in the second half.
iii) A sharp acceleration in capital expenditure toward AI infrastructure, data centres and semiconductors - with global hyperscaler AI capex crossing US$400 billion - became the dominant flow-and-earnings story of the year.
iv) Synchronised monetary easing across major central banks provided a supportive liquidity backdrop as disinflation progressed.
AI and semiconductors dominated global equity performance in FY26. Strong demand for GPUs, memory chips, foundry capacity and data-centre build out drove outsized index gains in Asian markets with deep semiconductor exposure - the KOSPI (Korea) surged 103.6% and the Nikkei 225 (Japan) rose 47.02%, both benefiting from memory-chip and foundry demand. The S&P 500 advanced 16.3%, led by the AI-industrials complex spanning chips, power, cooling and data-centre REITs. The Shanghai Composite gained 16.7% on China's monetary easing and technology stimulus, while the FTSE 100 rose 18.6% supported by commodity and financial exposure.
However Indian equity markets underperformed global peers meaningfully - the BSE Sensex declined -6.42% and the Nifty 50
fell -4.33% during FY26, following strong gains delivered in FY25. The correction reflected valuation reset after multi-year outperformance, sustained FPI outflows, earnings downgrades in select mid/small-caps, and rotation into semiconductor-heavy Asian peers. Domestic institutional flows remained the key stabiliser.
Indian Capital Markets Overview:
By market capitalisation, India is the seventh-largest equity market in the world. Listed market cap stood at US$4.85 trillion as of June 2026, placing it behind the United States (US$79.1 Tn), China (US$16.3 Tn), Japan, Hong Kong, Taiwan and South Korea. The FY26 correction notwithstanding, market depth in India continued to build through the year.
The National Stock Exchange's active client base moderated to 45.7 million in March 2026 from 49.2 million at the end of FY25, as prolonged market volatility and range-bound price action over the last 18 months kept retail participation on the sidelines. Aggregate demat accounts crossed the 22.45 crore mark, with 3.21 crore fresh additions in FY26 alone - NSDL accounted for 18.0 crore and CDSL for 4.4 crore. Against the size of India's population, penetration is still low, and the runway for participation-led growth remains long. On the primary side, FY26 saw 372 issuances (113 mainboard, 259 SME) raising ^2.03 lakh crore in aggregate, broadly at par with FY25 despite the volatility. QIPs added another ^62,954 crore. Domestic capital took centre stage on the flows side - DIIs pumped in a record ^8.50 lakh crore during FY26, comfortably absorbing FPI net outflows of ^1.81 lakh crore.
(Source: NSE, BSE, Chittorgarh, Reuters, CDSL, NSDL)
Mutual Fund Industry:
As of March 2026, the domestic mutual fund industry demonstrated resilient momentum with total Assets Under Management (AUM) growing 12.2% year-on-year to ^73.73 lakh crore, despite a 10.1% month-on-month correction caused by global geopolitical uncertainties and mark-to-market losses. Sustained retail investor conviction was highlighted by monthly systematic investment plan (SIP) contributions hitting a record high of =t32,087 crore across 9.72 crore active accounts, anchoring total industry folios at 27.39 crore. Growth/equity-oriented schemes spearheaded this expansion, securing their 61st consecutive month of positive net inflows at ^40,450 crore to bring overall equity assets to ^31.98 lakh crore. Conversely, debt and hybrid scheme assets compressed month-on-month by 15.0% and 7.0% to finish at ^16.52 lakh crore and ^10.35 lakh crore, respectively, primarily impacted by seasonal advance tax redemptions and broader equity market corrections.
(Source: AMFI)
Alternative Investment Funds:
As of December 2025, India's Alternative Investment Fund (AIF) industry crossed cumulative commitments of ^15.74 lakh crore, heavily led by Category II at =?11.64 lakh crore, alongside Category III (^3.12 lakh crore) and Category I (^0.98 lakh crore). This rapid expansion has pushed alternative assets to constitute roughly 15% of Indian HNI and UHNI portfolios. The sector's growth is further propelled by surging demand for differentiated strategies like private credit and unlisted equities, alongside structural SEBI reforms that enhance market transparency, product suitability, and manager accountability. (Source: SEBI)
Specialised Investment Funds:
Specialised Investment Funds (SIFs), introduced by SEBI in April 2025 with a =t10 lakh minimum, serve as a hybrid vehicle bridging traditional mutual funds and Alternative Investment Funds. They deploy sophisticated strategies like directional long-short and unhedged derivative exposures to effectively target the emerging high-net-worth segment. Demonstrating rapid market adoption rather than an early-stage lack of data, total SIF assets under management officially reached ^10,620 crore by March 2026, marking a 117% increase from the previous quarter, propelled heavily by strong adoption of hybrid investment strategies. (Source: SEBI)
Margin Trading Facility:
The Margin Trading Facility (MTF) segment continues to witness strong industry-wide momentum, with the overall MTF book expanding from approximately ^24,920 crore in FY23 to over ^1.27 lakh crore by May 2026, driven by increasing retail participation, digital adoption, and growing investor engagement in capital markets. (Source: SEBI)
With rising awareness of leveraged investment products and continued financialization of household savings, the MTF segment is expected to remain an important growth driver for the broking industry, creating opportunities for client acquisition, engagement, and revenue diversification.
6. CAPITAL STRUCUTRE OF THE COMPANY
a) Authorized Capital:
Rs. 30,00,00,000/- (Rs. Thirty Crore Only) divided into 3,00,00,000 Equity Shares of Rs. 10 /- each.
b) Issued, Subscribed and Paid-up Capital:
Rs. 15,75,40,000 (Rs. Fifteen Crore Seventy-Five Lakhs Forty Thousand) divided into 1,57,54,000 Equity Shares of Rs. 10 /- each.
During the Financial year, your Company has not issued any shares with differential voting rights, neither granted stock options nor sweat equity during the year.
7.IPO STATUS/LISTING STATUS:
During the year under review, the Board of Directors of the Company considered and approved the raising of capital through an Initial Public Offer. Pursuant thereto, the Company filed the Draft Red Herring Prospectus ("DRHP") with the Securities and Exchange Board of India ("SEBI"), BSE Limited ("BSE") and National Stock Exchange of India Limited ("NSE") on September 30, 2025. The Company received in-principle approval on the DRHP from BSE and NSE on March 18, 2026, and received the Observation Letter from SEBI on March 27, 2026. The Company is currently in the process of filing the Red Herring Prospectus ("RHP") with the concerned regulatory authorities.
8.ALTERATION OF MEMORANDUM AND ARTICLE OF ASSOCIATION Memorandum of Association
The Company has altered the Main Object of Memorandum of Associations of the Company by adding sub clauses 7 & 8 after sub clause 6 in clause III(A) vide its Annual General Meeting held on September 29, 2025.
Sub Clause No. (7) And (8) as addition to the Main Object Clause of the Memorandum of Association of Company is as under:
7. "To engage in the business of margin trading, including but not limited to providing margin funding and related financial facilities to clients for trading in securities, commodities, derivatives, and other permissible financial instruments, subject at all times to compliance with the applicable laws, rules, regulations, guidelines, and directions issued by the Securities and Exchange Board of India (SEBI), Reserve Bank of India (RBI), stock exchanges, and any other competent authority, as amended from time to time and may engage into all incidental and ancillary activities for achievement of the main business."
8. "To act as a settlor, sponsor, and Investment Manager to the Alternative Investment Funds and to engage in such other activities relating to the Alternative Investment Fund business as permitted under the applicable laws in India and/or outside India and to undertake and carry on the business of raising or acquiring funds, investing, advising, and managing funds, pools of capital, including but not limited to alternative investment funds, offshore funds, pension funds, provident funds, insurance funds, or any other funds and to act as investment managers, consultants, investment advisors, administrators, agents, or representatives of or for all said funds formed or established in India or elsewhere by the Company (in accordance with the applicable law) as may be relevant in this regard and any other related activities. The Company will be entitled to commence and run any other business (whether or not incidental) as it may be deemed expedient and as may be permitted by law and may engage into all incidental and ancillary activities for achievement of the main business."
Article of Association
During the period under review, the Company also vide resolution passes in Annual General Meeting of the Company dated September 29, 2025 approved alteration/ adoption of new set of Articles of Association of the Company in order to align with requirements of Securities Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulation, 2015 as amended time to time, Companies Act and other rules and regulations as the company is planning to raise the Capital through Initial Public Offer.
During the year 2026-27, under review, the Board of Directors, at its meeting held on June 29, 2026, approved a proposal to alter the Articles of Association of the Company by inserting certain new definitions, including "Depository"/"Depositories", "Lock-in Period", "SEBI ICDR Regulations", "Shareholder(s)"/"Member(s)" and "Transfer", and by inserting new Clauses 53, 54 and 55 relating to the lock-in of pledged shares, in order to align the Articles with the requirements of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. The proposed alteration is subject to the approval of the Members by way of a Special Resolution at the ensuing Annual General Meeting, in terms of Section 14 of the Companies Act, 2013. The relevant resolution, along with the explanatory statement pursuant to Section 102 of the Companies Act, 2013, forms part of the Notice convening the 32nd Annual General Meeting.
9. AUDITORS:Statutory Auditors
M/s. Dhrumil A. Shah & Co. (FRN: 145163W) has completed the Term as a Statutory Auditors of the Company at 31st Annual General Meeting pursuant to Section 139(2) of the Companies Act, 2013 and rules made there under. M/s. Ashit N. Shah & Co, (FRN: 100624W), Chartered Accountants, Ahmedabad were appointed as Statutory Auditors of the Company at 31st Annual General Meeting held for the financial year 2024-25, for a term of 5 years till the conclusion of the 36th Annual General Meeting of the Company to be held for the FY 2029-30.
The report of the Statutory Auditor and Annual Accounts for the F.Y. 2025-26 part of this Annual Report. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation, adverse remark or disclaimer.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, The Board of Directors on the recommendation of the audit committee had appointed M/s. Kashyap R. Mehta & Partners, Practicing Company Secretaries Firm, (Membership No.: 1821, C.P. No.: 2052) as Secretarial Auditors of the Company,
subject to the approval of the shareholders at the ensuing Annual general meeting, for a term of five consecutive financial years commencing from FY 2026-27 to 2030-31 at remuneration as may be determined by the Members of the Company.
Pursuant to Regulation 24A of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company also needs to appoint Secretarial Auditor for material unlisted subsidiary. The Board had appointed M/s. Kashyap R. Mehta & Partners as the Secretarial Auditors of the SIHL Fincap Limited, a material unlisted subsidiary of the company for Five consecutive years from 2026-27 to 2030-31.
Cost Auditors
Your Company is not required to maintain Cost Accounting records as specified under Section 148(1) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014.
10. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Appointment of Directors and Key Managerial Personnel
During the year under review, the Members, at the Annual General Meeting held on September 29, 2025, approved the regularisation and appointment of Mr. Darshan Bharatbhai Patel (DIN: 08708073), Mr. Bhushan Chelaram Punani (dIN: 00119874) and Mr. Abhinav Kapadia (DIN: 07889492) as Independent Directors for a term of five consecutive years. The Board confirms that these Directors possess the necessary expertise and meet the independence criteria prescribed under the Companies Act, 2013.
Pursuant to Section 203 of the Act read with the rules and other regulations made thereunder, Mr. Vandan Shah was appointed as Company Secretary and Compliance Officer of the Company with effect from May 28, 2026.
Re-appointment of Directors
Mr. Tanmay Upendra Shah (DIN: 00023067) was appointed as Managing Director for a period of three years with effect from September 9, 2023, a term expiring on September 8, 2026. On the recommendation of the Nomination and Remuneration Committee, and subject to the approval of the shareholders, the Board has re-appointed him for a further term of three years, from September 9, 2026 to September 8, 2029, on such terms and conditions as may be approved by the Shareholders of the Company.
Mr. Upendra Shah (DIN: 00023057) and Mrs. Trupti Shah (DIN: 02342717), Whole-time Directors of the Company, were appointed for a period of three years with effect from October 1, 2023, a term expiring on September 30, 2026. On the recommendation of the Nomination and Remuneration Committee, and subject to the approval of the shareholders, the Board has re-appointed them for a further term of three years, from October 1, 2026 to September 30, 2029, on such terms and conditions as may be approved by the Shareholders of the Company.
Re-appointment of Directors retiring by rotation
In terms of the provisions of the Companies Act, 2013, Mrs. Purnima U. Shah (DIN: 00023091), Whole Time Director and Mr. Tanmay U. Shah Managing director & CFO (DIN: 00023067) of the company retires by rotation and being eligible offers themselves for reappointment.
A brief resume and other relevant Details proposed to be appointed/re-appointed are given in the Explanatory Statement to the Notice convening the AGM.
Cessation
Ms. Preeti Upendra Shah (DIN: 00023083) resigned as Whole-time Director with effect from May 5, 2025, and subsequently resigned as Company Secretary & Compliance Officer with effect from September 10, 2025. The Board places on record its appreciation for her valuable contribution during her tenure.
Mrs. Ruchira Tanmay Shah (DIN: 00943678) tendered her resignation as a Non-Executive Director w.e.f May 02, 2025. The Board of Directors placed on record its appreciation for her valuable contribution during her tenure.
Mr. Bhishmak Manoj Soni (DIN: 08563962) tendered his resignation as an Independent Director w.e.f May 02, 2025. The Board of Directors placed on record its appreciation for his valuable contribution during his tenure.
During the period under review, Mrs. Hiral Bhawsar has been appointed as Company Secretary and Compliance officer of the Company w.e.f. September 10, 2025. Due to personal reason Mrs. Hiral Bhawsar has resigned from the post of Company Secretary and Compliance officer of the Company. Subsequently Ms. Aayushi Deora has been appointed as Company Secretary and Compliance officer of the Company w.e.f. December 11, 2025. Ms. Ayushi Deora has also tendered her resignation from Post of Company Secretary & Compliance Officer w.e.f. May 22, 2026
11. DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations). The Independent Directors are in compliance with the Code of Conduct prescribed under Schedule IV of the Act and the Code of Business Conduct adopted by the Company.
12. COMPANY'S POLICY RELATING TO DIRECTOR'S APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES:
The Company has adopted a policy relating to Appointment of Directors, payment of Managerial remuneration, Director's qualifications, positive attributes, independence of Directors and other related matters as provided under Section 178(3) and 178(4) of the Companies Act, 2013.
The policy covers the appointment, including criteria for determining qualification, positive attributes, independence and remuneration of its Directors, Key Managerial Personnel and Senior Management Personnel. The Nomination and Remuneration Policy is available on Company's Website.
13. VIGIL MECHANISM:
The Company has built a strong reputation for conducting business with integrity and upholding zero tolerance for unethical behaviour or misconduct. Our commitment to professionalism, fairness and ethical conduct are reinforced through a robust reporting system. This system encourages the reporting of unethical behaviour while ensuring whistleblower protection, with direct access to the Audit Committee.
Our Code of Business Conduct outlines key corporate ethical practices that guide our business operations and reflect our core values. Both the Whistleblower Policy and Code of Business Conduct are accessible on our website at https://www.sihl.in/, underscoring our commitment to transparency and accountability.
14. BOARD EVALUATION:
The evaluation of the Board, its Committees and Individual Directors were carried out as per the process and criteria laid down by the Board of Directors.
The proforma formats for facilitating the evaluation process of the Non-Independent Directors and the Board as a whole and the Committees were sent to all the Non-Executive Directors (except Promoter Directors). A presentation on functioning of the Board and the Committees, containing the outcome of their evaluation and feedback was reviewed by the Independent Directors in their separate Meeting and by the Board. Based on the feedback, the Board expressed satisfaction on overall functioning of the Board, the Committees and performance of the Directors.
15. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134(3) and 134(5) of the Act, the Board of Directors state that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the year and of the profit and loss 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 Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the Directors had prepared the annual accounts on a going concern basis;
e) the Directors have laid down 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 are adequate and operating effectively.
16. FRAUDS REPORTED BY AUDITORS UNDER SECTION 143(12), OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT
The Statutory Auditors have not reported any incident of fraud to the Board of Directors of the Company during the period under review.
17. LOANS FROM DIRECTORS OR THEIR RELATIVES:
During the year under review, there are no loan taken from the Directors or their relatives by the Company.
18. DETAILS OF SUBSIDIARY/ASSOCIATE/GROUP COMPANY
During the year under review, the Company has incorporated a Section 8 Company as an associate company in the name & Style as "SIHL HEALTH AND WELLNESS FOUNDATION". The Company is holding 49% shareholding in the Section 8 Company.
Accordingly, the Company has following Subsidiary/ Associates/ Group Entities as on date of issuing Boards Report.
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Subsidiary
|
SIHL Fincap Limited
|
|
Companies
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SIHL Global Investments (IFSC) Private Limited
|
|
Group
|
SIHL Consultancy Limited
|
|
Companies /Entity
|
SIHL Strategic Advisors Private Limited
|
| |
SIHL Commodities Limited
|
| |
Infinium Mines and Minerals LLP (Formely Infinium Mines and Minerals Private Limited)
|
| |
SUR Management Services Private Limited
|
| |
Trinity Edutech LLP (Formely Trinity Edutech Private Limited, Voluntary Struck off W.e.f 30th September 2025)
|
| |
P & S Space Developers LLP
|
| |
Arbor Fund Management (IFSC) LLP
|
| |
Arbor Park LLP
|
| |
Stock Book LLP
|
| |
Plera Wellness Plus LLP
|
| |
SIHL Properties (a Partnership Firm)
|
| |
Junior's Club (Sole Proprietorship)
|
| |
Play Qid (a Partnership Firm)
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| |
Ficus Food Lab Private Limited
|
| |
Arthika Quantomics Private Limited
|
| |
SIHL Health And Wellness Foundation
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The Consolidated Financial Statements are annexed herewith in part of this report. Further, a statement containing the salient features of the financial statements of our Subsidiaries or Associate Companies in the prescribed format AOC-1 is appended as "Annexure A".
DETAILS OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES
During the year or at any time after the closure of the year and till the date of the Report, no company have become or ceased to be subsidiaries, associates or joint ventures.
MATERIAL SUBSIDIARY
Material Subsidiaries As required under Regulation 16(1)(c ) & 46 of the Listing Regulations, the Board has approved the Policy on Determination of Material Subsidiaries. The said Policy is available on the website of the Company and can be accessed at www.sihl.inFurther, as per the aforesaid provisions, SIHL Fincap Limited has been determined as Material Subsidiaries of the Company during the FY 2025-26
19. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES TRANSACTIONS:
All contracts/ arrangements/ transaction entered by the Company during the financial year with the related Parties were in ordinary course of business and at arm's length basis. There were no Transactions required to be disclosed in Form AOC-2.
During the Financial Year, the Company has not entered into contracts/ arrangements/ transactions with the related parties which could be considered material in accordance with the Company's 'Policy on Materiality of Related Party Transactions and Dealing with Related Party Transactions'. The said policy is available on the website of the Company. Member may refer to the standalone and consolidated financial statement respectively, which sets out related party disclosures pursuant to IND AS-24.
20. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to Section 124 and 125 of the Companies Act and Investor Education and Protection Fund. During the year under review, the Company has transferred following Dividend amount to the Investor Education and Protection Fund.
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Financial Year
|
Unpaid/Unclaimed Dividend transferred (In Rs.)
|
|
2017-18 - Final Dividend
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Rs. 5,040/-
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The Members whose unclaimed dividend have been transferred to the IEPF account may apply for refund of dividend by making an application to the IEPF Authority in web Form IEPF-5 (available onhttp://www.iepf.gov.in )
21. CORPORATE SOCIAL RESPONSIBILITY (“CSR")
The Company firmly believes in the principle of responsible corporate citizenship and is committed to contributing meaningful to the well-being of Society at large. During the Financial year the Company is required to spend Rs. 36.64 Lakhs (2% of the average net profits if the past three financial year) and the Company has made charitable contribution to serval distinguished organizations engaged in noble causes for betterment of Society. The Annual Report on CSR activities, in terms of Section 135 of the Companies Act, 2013 and the Rules framed thereunder is annexed to this Report as "Annexure C". The CSR Policy of the Company is placed on the website below:
https://www.sihl.in/files/investor-relations/Corporate Social Responsibility Policy SIHL.pdf
The composition of the Corporate Social Responsibility has been reconstituted as follows:
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Mr. Bhushan Chelaram Punani (Chairman)
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Independent Director
|
|
Mr. Amit Lalitkumar Doshi (Member)
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Independent Director
|
|
Mr. Upendra Trikamlal Shah (Member)
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Chairman & Whole Time Director
|
|
Mrs. Trupti Utpal Shah (Member)
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Whole Time Director
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The Corporate Social Responsibility Committee on behalf of board is acting according to the provisions of Companies Act, 2013.
22. ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration), Rules, 2014, the Company has placed a copy of the Annual Return in prescribed in E-Form MGT-7 for the financial year 2025-26 on its website athttps://www.sihl.in/investor-relations/1.
23. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUT GO
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the company during the year under review.
Foreign Exchange Earnings and Out Go- There is no foreign exchange income and expenditures of the company during the year under review.
24. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year, the Board met Twelve (12) times and the intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.
Date of Meetings are as Follows:
|
Sr. No
|
Date of Meetings
|
Sr. No
|
Date of Meetings
|
|
1.
|
01.04.2025
|
7.
|
16.09.2025
|
|
2.
|
30.04.2025
|
8.
|
29.09.2025
|
|
3.
|
19.05.2025
|
9.
|
14.11.2025
|
|
4.
|
28.05.2025
|
10.
|
11.12.2025
|
|
5.
|
26.08.2025
|
11.
|
19.02.2026
|
25. COMMITTEES AUDIT COMMITTEE
The primary objective of the Committee is to monitor and provide effective supervision of the Management's financial reporting process, to ensure accurate and timely disclosures, with the highest levels of transparency, integrity and quality of financial reporting. Members of the Audit Committee possess financial / accounting expertise / exposure. Board has accepted all recommendations of the Audit Committee.
The composition of the Corporate Social Responsibility has been reconstituted as follows:
|
New Composition of Committee
|
Category
|
|
Mr. Darshan Bharatbhai Patel (Chairman)
|
Independent Director
|
|
Mr. Bhushan Chelaram Punani (Member)
|
Independent Director
|
|
Mr. Upendra Trikamlal Shah (Member)
|
Chairman & Whole Time Director
|
The Audit Committee has conducted Six Meetings during the period under review.
|
Sr. No
|
Name of Director
|
19.05.2025
|
26.08.2025
|
05.09.2025
|
29.09.2025
|
14.11.2025
|
19.02.2026
|
|
1.
|
Mr. Darshan Bharatbhai Patel
|
Yes
|
Yes
|
Yes
|
Yes
|
Yes
|
Yes
|
|
2.
|
Mr. Bhushan Chelaram Punani
|
Yes
|
Yes
|
Yes
|
Yes
|
Yes
|
Yes
|
|
3.
|
Mr. Upendra Trikamlal Shah
|
Yes
|
Yes
|
Yes
|
Yes
|
Yes
|
Yes
|
NOMINATION AND REMUNERATION COMMITTEE
The primary objective of the Committee is to determine on behalf of the Board and on behalf of the shareholders with agreed terms of reference, the company's policy on specific remuneration packages for executive directors including any compensation payment if required and shall review the same from time to time if required.
|
The composition of the Nomination and Remuneration Committee has been constituted as follows:
|
|
Composition of Committee
|
|
Category
|
|
|
Mr. Darshan Bharatbhai Patel (Chairman)
|
|
Independent Director
|
|
|
Mr. Bhushan Chelaram Punani (Member)
|
|
Independent Director
|
|
|
Mr. Amit Lalitkumar Doshi (Member)
|
|
Independent Director
|
|
|
The Nomination and Remuneration Committee has conducted Four meetings during the period under review.
|
| |
|
NRC MEETINGS
|
|
|
Sr. No Name of Director
|
28.05.2025
|
26.08.2025 05.09.2025
|
11.12.2025
|
|
1. Mr. Darshan Bharatbhai Patel
|
Yes
|
Yes Yes
|
Yes
|
|
2. Mr. Bhushan Chelaram Punani
|
Yes
|
Yes Yes
|
Yes
|
|
3. Mr. Amit Lalitkumar Doshi
|
Yes
|
Yes Yes
|
Yes
|
STAKEHOLDERS RELATIONSHIP COMMITTEE
The Board of Directors has voluntarily formed the Committee as it is not mandatory for Companies having less than thousand shareholders. The primary objective of the Committee is to consider and resolve the concerns and complaints relating to transfer/transmission of shares, non-receipt of declared dividends, non-receipt of annual reports, etc.
The composition of the Stakeholders Relationship Committee has been constituted as follows:
|
Composition of Committee
|
Category
|
|
Mr. Darshan Bharatbhai Patel (Chairman)
|
Independent Director
|
|
Mr. Bhushan Chelaram Punani (Member)
|
Independent Director
|
|
Mr. Upendra Trikamlal Shah (Member)
|
Chairman & Whole Time Director
|
The Stakeholders Relationship Committee has conducted the One Meetings during the period under review
|
Sr. No
|
|
SRC MEETING
|
|
Name of Director
|
(05/09/2025)
|
|
1.
|
Mr. Darshan Bharatbhai Patel
|
Yes
|
|
2.
|
Mr. Bhushan Chelaram Punani
|
Yes
|
|
3.
|
Mr. Upendra Trikamlal Shah (Member)
|
Yes
|
26. INTERNAL COMPLAINTS COMMITTEE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
At SIHL, our goal has been to create an open and safe workplace where each and every employee feels empowered to contribute to the best of their abilities, irrespective of gender, sexual preferences or any other classification that has no bearing on the employee's work output. The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Act and the Rules there under. All employees (permanent contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment. Policy is available on Company's Website below :
https://www.sihl.in/files/investor-relations/Final Policy on prevention of sexual harrasment at workplace SIHL 1 .pdf During the period under review, there were no cases of sexual harassment and discriminatory employment.
27. INTERNAL FINANCIAL CONTROL SYSTEM & THEIR ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and declaration of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.
28. COMPLIANCE OF PROVISIONS RELATED TO THE MATERNITY BENEFIT ACT, 1961
The Company provides maternity benefits to its female employees in accordance with the Maternity Benefit Act, 1961, as amended in 2017, with a view to protecting their livelihood and giving them adequate time to recover and nurture their newborns.
29. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Pursuant to Section 134 (3) (g) of the Companies Act, 2013 Particulars of Loans, Guarantees or Investments under Section 186 of the Act as at end of the Financial Year 2025-26 are attached as "Annexure- B" which forms part of this report. The members of the Company, at the Annual General Meeting held on September 29, 2025, approved an increase in the limits for making investments, extending loans, or providing guarantees/securities up to an aggregate amount of =t150 Crore, in accordance with Section 186(3) of the Act. All such transactions entered into by the Company during the year are within the limits approved by the shareholders and are in compliance with the applicable provisions of the Act.
30. RISK MANAGEMENT POLICY
Company is constantly monitoring risk posed by internal and external factors to business. Internal factors like risk management of trading exposure is constantly monitored and addressed with solid collection and further exposure policies. While the external risk posed by competition is mitigated with better services, transparent business practices and technological and operational improvements. The Policy is available on Company's website below: https://www.sihl.in/files/investor-relations/Final Risk Management Policy SIHL.pdf
31. OTHER DISCLOSURE
-During the year under review no regulator or court has passed any significant and material orders impacting the going concern status of the Company and its future operations.
-There are no proceedings initiated/pending against your Company under the Insolvency and Bankruptcy Code, 2016 which materially impact the business of the Company.
-the Company has not done any one-time settlement during the year under review.
-Your Company has not accepted any Deposit under Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
32. ACKNOWLEDGEMENT AND APPRECIATIONS
The Directors take this opportunity to express sincere gratitude to Reserve Bank of India, Securities and Exchange Board of India, National Stock Exchange of India Limited, BSE Limited, National Securities Depository Limited, Central Depository Services (India) Limited, Ministry of Finance, Ministry of Corporate Affairs, Registrar of Companies, Central and State Governments and various regulatory authorities, Bankers and Financial Institutions for their consistent support.
Your Director take this opportunity to thank all employees, customers, vendors, shareholders, business partners/associates and communities in which the company operates and all Subsidiary, Associate and group companies of SIHL for their co-operation and valuable support extended during the year.
We place on record our appreciation of the contribution made by our employees and members of SIHL family at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support.
For and on behalf of the Board of Directors SHAH INVESTOR'S HOME LIMITED
Upendra Trikamlal Shah
Chairman & Whole-time director DIN: 00023057
Date: 29.06.2026 Place: Ahmedabad
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