Your Directors' take pleasure in presenting the 77th Annual
Report together with the Audited Financial Statements for
the year ended on 31st March, 2025.

FINANCIAL RESULTS

DIVIDEND

The Board of Directors have recommended Dividend of 30%
on the Ordinary and Deferred shares which respectively is
Rs. 3.00/- and Rs. 7.50/- on each share of the Company for
the financial year ended on March 31,2025.

OPERATION REVIEW

The Construction activities of Group Housing Project,
'Victory Towers' are progressing in a satisfactory and timely
manner. The development is being executed in accordance
with the approved plans and established timelines. The
management remains confident that the project will be
completed within the committed timeframe, thereby ensuring
timely delivery of units to the customers. All efforts are being
made to maintain quality standards, adopt best construction
practices, and ensure compliance with applicable regulatory
and environmental norms.

With respect to the Group Housing Project 'The Crescent', we
are pleased to inform that the execution of sale deeds in
favour of a majority of the homebuyers has been successfully
completed. This milestone reflects the Company's sustained
efforts towards customer satisfaction and project closure.
The management continues to provide necessary support
services to the residents and ensure compliance with post¬
possession obligations to the RWA.

In our previous report we had informed you that Company
had initiated pre-construction activities for a 50-bed Multi¬
Speciality Hospital aimed at delivering quality healthcare
infrastructure in Prayagraj. We are happy to report that
significant progress has been achieved since then. The earth
excavation work has been fully completed, and construction
work has been started.

Recognising the growing demand for accessible medical
services and to utilise the hospital's infrastructure and
facilities more efficiently and optimum level, the Company is
also pursuing approvals from the Prayagraj Development
Authority for the addition of 50 more beds, bringing the total
capacity to 100 beds. The proposed expansion will enhance
the operational viability of the hospital and recognise it as a

key healthcare provider in the region. The Company is
committed to ensuring that the hospital meets all necessary
regulatory requirements and is constructed in accordance
with modern healthcare standards.

In alignment with the Company's long-term strategy to
diversify its business operations and revenue streams, your
Board is pleased to inform that we have conceptualised a
Holiday Resort to be developed in Village Sansarpur, Tehsil
Koraon, District Prayagraj. The approved architectural and
development plans envisage the creation of an eco¬
conscious and experience-driven hospitality destination
designed to promote rural tourism. The resort is aimed to
provide calm natural environment with a medium-sized lake
at its centre. Planned amenities include holiday rooms,
fishing, outdoor recreational activities, indoor games, and a
full-service restaurant to provide a complete leisure
experience for guests. This venture is expected to tap into the
growing domestic tourism market and is aimed to establish a
distinguished presence in the eco-tourism segment of Uttar
Pradesh.

MANAGEMENT DISCUSSION AND ANALYSIS

A. Business Overview, Industry Structure and

Development

The Indian real estate sector witnessed a significant revival
during the Financial Year 2024-25, supported by continued
economic recovery, growing urbanisation, rising income
levels, and sustained government support for housing and
infrastructure. Demand across residential, commercial, and
industrial segments remained resilient, while new project
launches and completions picked up pace in major urban
centres. During the year, residential real estate continued to
drive the sector, with mid-income and premium housing
leading growth due to favourable demographics, evolving
lifestyle preferences, and improved affordability. More
transparent regulatory environment led by RERA and
digitisation of land records continued to strengthen investor
confidence.

The Indian real estate industry is one of the largest
contributors to the nation's GDP and the second-largest
employment generator after agriculture. The sector is
broadly classified into four segments: residential,
commercial, retail, and industrial (logistics and
warehousing). In FY 2024-25, demand in all the segments
continued and customers recognises the developers who
are organised, compliant, and customer-centric.

The housing market saw strong absorption levels, driven by
a favourable interest rate regime (despite minor upward
revisions), government incentives for affordable housing,
and renewed consumer confidence due to Regulator pro
activeness. Developers focused on timely execution, quality
offerings, and enhanced after-sales service, which further
improved buyer sentiment. Tier-II and Tier-III cities gained
prominence as attractive residential hubs due to improved
infrastructure and work-from-anywhere flexibility.

B. Outlook on Opportunities, Threats, Risks and
Concerns

The real estate industry continues to evolve under the
influence of several policy-driven, economic, and social
factors. While the sector presents promising opportunities, it
is also subject to inherent risks that require strategic
attention and mitigation.

Government initiatives at both the Union and State levels
have played a pivotal role in stimulating real estate activity.
Policies such as Pradhan Mantri Awas Yojana (PMAY),
Smart Cities Mission, and improved urban connectivity are
creating new growth corridors, particularly in Tier-II and Tier-
III cities.

Banking sector policies, including rationalisation of interest
rates and simplification of housing loan procedures, have
significantly improved affordability and access to home
finance. The enactment of the Real Estate (Regulation and
Development) Act (RERA) has further strengthened
customer confidence by promoting transparency,
accountability, and timely project delivery. Socio-economic
changes such as increased migration to urban areas,
increased income, and ambition of the middle and salaried
classes have positively impacted housing demand. These
factors have a greater impact of of housing demand in Tier-II
and Tier-III cities, which aligns closely with the Company's
present strategic focus.

On the other side this industry is facing many challenges.
The most prominent among them is inflation and price
escalation, which directly impacts project costs, developer
margins, and delivery timelines. Any delay in project
completion due to cost pressures can erode customer trust
and damage brand credibility.

Another area of concern is the availability and pricing of
construction materials. While cement and steel fall within the
organised sector and are governed by regulatory
frameworks, critical inputs like sand and bricks are
predominantly sourced from the unorganised sector.
Disruption or mismatch between these supply chains can
jeopardise project schedules and quality.

Regulatory delays, despite the presence of RERA, and
procedural bottlenecks in land approvals or construction
permissions can slow down project initiation and completion.

To mitigate these risks, your company has geared up the
planning of men and materials to optimize the operating
efficiency in the light of experience of previous projects.
Furthermore, the Company remains deeply focused on
addressing customer-centric issues, prioritising
transparency, timely communication, and quality delivery to
reinforce customer trust and satisfaction.

Furthermore, the Company remains deeply focused on
addressing customer-centric issues, prioritising
transparency, timely communication, and quality delivery to
reinforce customer trust and satisfaction.

C. Subsidiary Company

M/s Farco Foods Private Limited, a wholly-owned subsidiary
of your Company, is engaged in the manufacture of biscuits
on a job work basis for M/s Surya Foods and Agro Limited,
under their well-known “Priya Gold” brand. During the year
under review, the Company produced 4,759 MT of biscuits.
However, it incurred a loss of 15.65 Lakhs. The loss was
primarily due to underutilization of production capacity, as
lower volume of work orders was received from the principal
company during the year. The Board has also taken a
decision to permanently discontinue the goat farming
project, as the climatic conditions at the project site were
found unsuitable for goat rearing. With the land now lying
vacant, the Company has resolved to lease out the
premises, considering the security and effective utilization of
the property

D. Internal Financial Controls

The Company has an adequate system of internal control to
ensure compliance with policies and procedures
commensurate with the size and scale of operations. The
internal audit work has been assigned to an independent
firm of Chartered Accountant which evaluates the efficiency
and adequacy of internal control systems. The internal audit
reports and recommendations are reviewed by the Audit
Committee of the Board.

E. Development in Human Resource and Industrial
Relations

The Company maintains a very cordial relationship with its
employees. They whole-heartedly support the management
in all its activities and endeavors.

F. Research and Development

In view of the nature of business activities of the Company
there is little scope for research and development work. The
company is making all efforts to reduce costs by maintaining
standards that benefit the consumers.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest
standards of Corporate Governance and adhere to
Corporate Governance requirements set out by SEBI. The
Company has complied with all mandatory requirements of
Corporate Governance. A separate report on governance
practices followed by the Company in compliance of SEBI
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 on Corporate Governance along with a
Certificate of Compliance from the Statutory Auditors is
attached with the said separate report which forms integral
part of this Director's Report.

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act, 2013 read
with Rules thereunder and provisions of section 134(3)(a) of
the Act, the Annual Return of the Company is available on
www.shervaniind.com

The calendar of Meetings is prepared and circulated in
advance to the Directors. During the year four (4) Board
Meetings were convened and details of same are given in the
Corporate Governance Report.

DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 (3) of the
Companies Act, 2013, the Directors state that;

(i) in the preparation of the Annual Accounts, the
applicable Indian accounting standards have been
followed;

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

(iii) the Directors have 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;

(iv) the Directors had prepared the Annual Accounts on a
going concern basis:

(v) the Directors had laid down internal financial controls to
be followed by the Company and that such internal
financial controls are adequate and were operating
effectively; and

(vi) 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.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they
meet the criteria of independence as laid down under section
149(6) of the Companies Act, 2013 and SEBI (Listing
Obligations and Disclosure Requirements) Regulations,
2015.

NOMINATION & REMUNERATION

The Board on the recommendation of the Nomination &
Remuneration Committee, make the appointment of
Directors, senior management and fix their remuneration.
Key Managerial Personnel are appointed by the Board after
consideration of their qualification and exposure to required
fields. The details are stated in the Corporate Governance
Report.

RELATED PARTY TRANSACTIONS

To provide transparency in management and ensure
compliance with the provisions of various laws, the Audit

Committee has provided guidelines to the Directors/Board.
The guidelines inter alia provide for identification, manner of
dealing, conduct and documentation of such transactions as
per the provisions of the Companies Act and other applicable
rules and regulations.

All related party transactions that were entered in to during
the financial year were in the ordinary course of business
and are disclosed at Note No. 33 attached to the standalone
balance sheet and none of the transactions are of material
nature and have potential conflict with the interest of the
Company.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION FOREIGN EXCHANGE EARNINGS AND
OUTGO

There is nothing to report about the conservation of energy
and technology absorption during the year. There is no
foreign exchange earning and outgo.

CORPORATE SOCIAL RESPONSIBILITY

Pursuant to provisions of section 135 of the Companies Act,
2013, a committee of Board of Directors has been formed
and the member of the Committee are:

Ms. Aradhika Chopra
Mr. Saleem Iqbal Shervani
Mr. Mustafa Rashid Shervani
BOARD EVALUATION

The Board carries out annual evaluation of its own
performance, of the Directors individually as well of the
working of its various Committees. The key areas for
evaluation are the quality of deliberations and contribution
towards performance and guidance to management. The
Board of Directors expressed their satisfaction with the
evaluation process.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Mohd. Aslam Sayeed, Mr. Gopal Swarup Chaturvedi &
Dr. Ashutosh Pratap Singh ceased to be the Director of the
Company due to completion of their tenure as Independent
Director and Mr. Raju Verghese has resigned from the
directorship. Board appreciate their services during the
tenure they served.

Upon recommendation by the Board, the members of the
Company approved the appointment of Mrs. Shiela Singh
(DIN: 10731823) & Mr. Kartik Singhal (DIN: 03025302) as
Independent Director of the Company in the Annual General
Meeting held on 30.09.2024.

Pursuant to provisions of section 203 of the Companies Act,
2013 the Key Managerial Personnel of the Company are Mr.
Mustafa Rashid Shervani, Managing Director, Mr. Tahir
Hasan, Chief Financial Officer and Mr. Shrawan Kumar
Shukla, Company Secretary.

The Directors recommend all the resolutions placed before
the Members relating to Directors for their approval.

STATUTORY AUDITORS

Pursuant to provisions of the Companies Act, 2013 and the
Companies (Audit & Auditors) Rules, 2014, M/s P L. Tandon,
Chartered Accountants has been appointed for the term of 5
(Five) consecutive years from the conclusion of 74th Annual
General Meeting till the conclusion of 79th Annual General
Meeting to undertake the Statutory Audit of the Company.
The Auditors' Report on the Standalone & Consolidated
financial statements of the Company for the year ended
March 31, 2025 forms part of this Annual Report. The
Auditors' Report does not contain any qualifications,
reservations, adverse remarks or disclaimer. Notes to the
Financial Statements are self-explanatory and do not call for
any further comments.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 the
Company has appointed M/s Siddiqui & Associates,
Company Secretaries in Practice to undertake the
Secretarial Audit of the Company. The Report of Secretarial
Audit for the year 2024-25 is annexed herewith as Annexure -
B and forms integral part of this Report.

CERTIFICATE OF NON-DISQUALIFICATION OF
DIRECTORS

Pursuant to regulation 34(3) and Schedule V, para C, clause
(10) (i) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, certificate regarding
Non-Disqualification of Director, issued by M/s Siddiqui &
Associates, Company Secretaries is annexed herewith as
Annexure- C and forms integral part of this Report.

INTERNAL AUDITOR

The Board noted and appointed M/s Rajeev Prem &
Associates, Chartered Accountants, as the Internal Auditor
of the Company pursuant to the provisions of Section 138 of
the Companies Act, 2013 and rules made thereunder. The
Internal Auditor shall carry out the internal audit of the
functions and activities of the Company and submit their
reports to the Audit Committee/Board, as applicable. The
scope, functioning, periodicity and methodology of the
internal audit shall be as determined by the Board/Audit
Committee from time to time.

COST AUDITORS

Pursuant to the provisions of section 148 and all other
applicable provisions, if any, of the Companies Act, 2013
(“Act”) and the Companies (Audit & Auditors) Rules, 2014
(including any statutory modification(s) or re-enactment
thereof for the time being in force), M/s Shishir Jaiswal & Co.,
Cost Accountants (Firm Registration No. 102450) has been
appointed as Cost Auditors and the Company is maintaining
cost records as per the provision of “Act”.

DEPOSITS

The Company has not accepted or renewed any deposit
during the year falling within the ambit of Section 73 of the
Companies Act 2013 and the Companies (Acceptance of
Deposits) Rules 2014 accordingly no amount was
outstanding as on the date of Balance Sheet.
CONSOLIDATED FINANCIAL STATEMENT
In accordance with the section 129(3) of the Companies Act,
2013 and the Indian Accounting Standard Ind AS-27 on
consolidated financial statement(s), your Company has
prepared the consolidated financial statements and
annexed to this report. A Statement in form AOC-1
containing salient features of the financial statements of the
subsidiary and associate companies are attached as
Annexure-D.

DISCLOSURE UNDER RULE 5 OF THE COMPANIES
(APPOINTMENT & REMUNERATION) RULES, 2014.

None of the employee of the Company was in receipt of total
remuneration of Rs. 60,00,000/- per annum or Rs. 5,00,000/-
per month during the financial year under review.

Disclosure required under section 197 of the Companies
Act, 2013 read with Rule 5 of the Companies (Appointment &
Remuneration) Rules, 2014 have been annexed as
Annexure E.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORK PLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Prevention of Sexual
Harassment Policy (known as “POSH”) in line with the
requirements of Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act 2013. Till date
the company has not received any complaint there under.
COMPLIANCE WITH THE MATERNITY BENEFIT ACT
1961

The Company has complied with the applicable provisions of
the Maternity Benefit Act, 1961 during the year under review.
UNCLAIMED DIVIDEND

Pursuant to provisions of section 124(5) of the Companies
Act, 2013, unclaimed dividend for the financial year 2017-18,
has been transferred to the IEPF Authority.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

The details of loans, guarantees and investments covered
under the provisions of section 186 of the Companies Act,
2013 are given in the notes to the financial statements.
AUDIT COMMITTEE

The Company has an Audit Committee and details of
constitution and terms of reference are set out in the
Corporate Governance Report.

Pursuant to the provisions of the section 177 of the
Companies Act, 2013 the Company has adopted Vigil
Mechanism policy which also incorporates a whistle blower
policy. Adequate safeguards are provided against
victimization to those who avail the mechanism and access
to the Chairman of the Audit Committee while reporting
about unethical practices, malpractice and non-compliance
of policies.

LISTING WITH STOCK EXCHANGE

The Equity shares of the Company are listed on Bombay
Stock Exchange Limited. Further details are set out in the
Corporate Governance Report.

REPORTING OF FRAUD

The Auditors of the Company have not reported any fraud to
Audit Committee as stipulated under second proviso of
section 143(12) of the Companies Act, 2013.

INDUSTRIAL RELATIONS

Industrial relations remained cordial during the period under
review.

ACKNOWLEDGEMENTS

Your Directors wish to convey their deep sense of
appreciation for the continued support, and co-operation
extended by banks, Central and State Governments and all
other stakeholders. The Directors also wish to place on
record their sincere appreciation for the commitment and
enthusiasm of the employees for the Company.

For and on behalf of the Board of Directors
Shervani Industrial Syndicate Limited

Mustafa Rashid Shervani Saleem I. Shervani

Managing Director Chairman

DIN :02379954 DIN :00023909

Place : Prayagraj
Date : May 22, 2025