Your Directors take pleasure in presenting the 28th Annual Report of the Company on the business and operations together with the audited results for the year ended March 31, 2023.

1. Financial Performance

The Standalone and Consolidated Financial statements of the Company for the financial year ended March 31, 2023, have been prepared in accordance with the Indian Accounting Standards (‘Ind AS') as notified by the Ministry of Corporate Affairs and as amended from time to time.

The Company recorded consolidated revenues of ^4,029.72 crores for the year ended 31 March, 2023 representing a growth of (67%) over the previous year. The Company recorded a consolidated EBITDA of ^124.96 crores and the EBITDA margins stood at 3.1%. The PAT is at ^63.05 crores.

The Standalone revenues of the Company stood at ^4,036.22 crores for the year ended 31 March, 2023. The standalone PAT stood at ^57.02 crores.

Your Company has prepared the Financial Statements for the financial year ended March 31, 2023, in terms of section 133 and Schedule III to the Companies Act, 2013 (as amended) (the "Act”) read with the Companies (Indian Accounting Standards) Rules, 2015, as amended.

Key highlights of Financial performance of your Company for the financial year 2022-23 are provided below:

2. Share Capital

(i) Increase in Authorised Capital

The authorised share capital of the Company as on March 31, 2023 is T30,00,00,000 comprising of 3,00,00,000 equity shares of T10 each.

During the year under review, the Company increased the authorised share capital from T25,00,00,000/- divided into 2,50,00,000 equity shares of T10 each to T30,00,00,000/- divided into 3,00,00,000 equity shares of T10. The necessary amendments were made to the capital clause in the Memorandum of Association of the Company, to enable the increase in Authorised Share Capital of the Company.

(ii) Paid-Up Capital

The paid-up Equity Share Capital of the Company as on March 31, 2023 is T22,84,93,260 comprising of 2,28,49,326 equity shares of T10 each.

During the year under review, your Company allotted 14,00,000 (Fourteen Lakh) Warrants, each carrying a Right to subscribe to one Equity Share per Warrant, at a price of T750/- per Warrant ("Warrant Price”), aggregating to T105,00,00,000/-(Rupees One Hundred and Five crores) to APL Apollo Mart Limited ("Acquirer”), a wholly owned subsidiary of APL Apollo Tubes Limited.

3. Dividend

The Board of Directors subject to the approval of the Members of the Company at the ensuing Annual General Meeting, recommends a dividend of T2.50/-(Rupees Two and Fifty Paisa Only) per

fully paid up equity share of T10 (Rupees Ten) each of the Company for the year ended March 31, 2023.

Pursuant to Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended ("Listing Regulations”), the Board has approved and adopted a Dividend Distribution Policy. The policy details various considerations based on which the Board may recommend or declare Dividend. The Dividend Distribution policy is available on the Company's website at https://www.shankarabuildpro.com/pdf/pdf-Di vidend-Distribution-Policy.pdf

Pursuant to the Finance Act, 2020 read with the Income-tax Act, 1961, the dividend paid or distributed by a company shall be taxable in the hands of the shareholders w.e.f. April 1, 2020. Accordingly, in compliance with the said provisions, your Company shall make the payment of dividend after necessary deduction of tax at source at the prescribed rates. For the prescribed rates for various categories, the shareholders are requested to refer to the Finance Act, 2020 and amendments thereof.

4. Reserves

The Company does not propose to transfer amounts to the general reserve out of the amount available. The total profit of T 63.05 crores available with the Company on a consolidated basis is proposed to be retained in the profit and loss account.

5. Subsidiary Companies

Shankara Building Products Limited has the following wholly owned subsidiary companies:

(i) VishaL Precision Steel Tubes & Strips Private Limited - Has a tube & cold rolled strip processing facility at Bengaluru.

(ii) CenturyweLLs Roofing India Private Limited -primarily engaged in providing color coated roofing products. It has processing facilities in Bengaluru, Chennai, Coimbatore, Davangere, HubLi, Mysore, Mangalore, Pune, Secunderabad and Vijayawada.

(iii) Taurus Value SteeL & Pipes Private Limited -Has a tube processing faciLity at Hyderabad.

(iv) SteeL Network (HoLdings) Pte. Limited -Registered at Singapore with a stated purpose of engaging in the business of manufacture, distribution of roofing sheets, steeL pipes and generaL hardware and generaL whoLesaLe trade (incLuding generaL importers & exporters).

No new subsidiary was added and no company has ceased to be a Shankara BuiLding Products Limited subsidiary during FY 2022-23. The AnnuaL Reports aLong with the Audited Financial Statements of each of the Subsidiaries of your Company are aLso avaiLabLe on the website of your Company at www.shankarabuildpro.com

Pursuant to the provisions of section 129(3) of the Companies Act, 2013 read with Companies (Accounts) RuLes, 2014, a statement containing saLient features of the financiaL statements of the Company's subsidiaries in Form AOC-1 is annexed as Annexure- I to this report.

In compLiance with section 136 of the Companies Act, 2013, the FinanciaL Statements of the Subsidiaries are avaiLabLe on the website of the Company and aLso wiLL be made avaiLabLe upon the request by any member of the Company.

The Company has adopted a poLicy for determining "MateriaL Subsidiary” in terms of ReguLation 16(c) of SEBI (Listing ObLigations and DiscLosure Requirements) ReguLations, 2015, which can be viewed on the Company's website at https://www.shankarabuildpro.com/pdf/ pdf-Material-Subsidiaries.pdf

6. Preferential Warrants

Pursuant to the approvaL of the Board of Directors and approvaL of sharehoLders through speciaL resoLution dated 20th ApriL, 2022 passed in Extra-Ordinary GeneraL Meeting, your company has on 7th May, 2022 aLLotted 14,00,000 (Fourteen Lakh) Warrants, each carrying a right to subscribe to one Equity Share per Warrant, at a price of ^750/- (Rupees Seven Hundred and Fifty ) per Warrant ("Warrant Price”), aggregating to ?105,00,00,000/-/-(Rupees One Hundred and Five crores) to APL ApoLLo Mart Limited ("Acquirer”), whoLLy owned subsidiary of APL ApoLLo Tubes Limited, an entity which presentLy does not quaLify as a promoter or member of the promoter group of the Company, by way of a preferentiaL aLLotment on a preferentiaL basis.

7. Particulars of Loans, Advances, Guarantees or Investments under Section 186

DetaiLs of Loans, Advances, Guarantees or Investments covered under Section 186 of the Companies Act 2013, are given in Note 12 to the StandaLone FinanciaL Statements.

8. Material changes and commitment, if any, affecting financial position of the Company from the end of the financial year till the date of this Report

Except those discLosed in this AnnuaL Report, there are no materiaL changes and commitments affecting the financiaL position of your Company between the end of the financiaL year i.e., March 31, 2023 and the date of this Report.

9. Unclaimed Dividend

Section 124 of the Companies Act 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) RuLes 2016 (‘the RuLes') mandates the Companies to transfer dividend that has remained unpaid/uncLaimed for a period of seven years in the unpaid dividend account to the Investor Education and Protection Fund (IEPF).

The detaiLs of the unpaid/uncLaimed dividend Lying with the Company are avaiLabLe on the website of the company i.e. https://www.shankarabuildpro.com/pdf/Unclai med-Dividend-2021-22.pdf

Transfer of Unpaid and Unclaimed Amounts to Investor Education and Protection Fund (“IEPF”)

a) Transfer of Unclaimed Dividend to IEPF

Pursuant to the provisions of Section 124 of Companies Act, 2013 read with IEPF (Accounting, Audit, Transfer and Refund) Rules 2016, dividends which remain unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account are required to be transferred by the Company to Investor Education and Protection Fund ("IEPF”) established by the Government of India under the provisions of Section 125 of the Companies Act, 2013.

During the year under review, there is no unclaimed divided required to be transferred to the Account of IEPF.

b) Transfer of Shares to IEPF

Section 124(6) of Companies Act, 2013, read with IEPF (Accounting, Audit, Transfer and Refund) Rules, 2016, mandates transfer of underlying shares in respect of which dividend has not been paid or claimed for seven consecutive years or more in the name of Investor Education and Protection Fund.

During the year under review, the Company is not required to transfer shares to the IEPF Authority pursuant to the aforesaid rule.

10. Key Consolidated Balance sheet information

The Consolidated Financial Statements of the Company and its Subsidiaries for the financial year ended March 31, 2023 prepared in compliance with the Indian Accounting Standards notified under Section 133 the Companies Act, 2013, Section 129(3) of Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, together with Auditors' Report thereon form part of this Annual Report.

11. Capital Expenditure on tangible assets

This year, on a standalone basis, the Company incurred a capital expenditure of T37.07 crores (Gross) as against T17.56 crores (Gross) in the previous year.

On a consolidated basis, the capital expenditure stood at T41.39 crores (Gross) for FY 2023 as against T20.72 crores (Gross) for the previous year.

12. Auditors and Audit Reports

There are no instances of frauds reported by auditors pursuant to sub-section (12) of Section 143 which are reportable to the Central Government.

(i) Statutory Auditor: In terms of the provisions of section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014, M/s. Sundaram & Srinivasan, Chartered Accountants (Firm Registration No.004207S), have been appointed as Statutory Auditors of the Company to hold office from the conclusion of 24th Annual General Meeting till the conclusion of 29th Annual General Meeting to be held during calendar year 2024.

In accordance with the amendment to the provisions of Section 139 by the Companies Amendment Act 2017, notified on May 7, 2018 by the Ministry of Corporate Affairs, the appointment of Statutory Auditors is not required to be ratified by the Members at every Annual General Meeting.

(ii) Secretarial Auditor: 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 Mr. K. Jayachandran, Practicing Company Secretary (ACS No. 11309 and Certificate of Practice No. 4031) to undertake the Secretarial Audit of the Company.

The Secretarial Audit Report for FY 2022-23 of the Company is appended as Annexure- II to the Directors' Report.

The Annual Secretarial Compliance Report of the Company for FY 2022-23 signed by Mr. K. Jayachandran, Practicing Company Secretary is appended as Annexure- III to the Directors' Report.

13. Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made -

(i) Statutory Auditor's report

The Auditors Report to the shareholders for the year under review does not contain any reservation, qualification, or adverse remark. The comments in the Auditors' Report to the shareholders for the year under review are self-explanatory and does not need further explanation.

(ii) Secretarial Auditor's Report

It has been observed in the secretarial audit that pursuant to Regulation 29(1) (e) and (2) of SEBI (lODR) Regulation, 2015, the listed entity shall give two days prior intimation to stock exchange about declaration/ recommendation of dividend. The Board of Directors wish to clarify that it was a one-time non-compliance and T10,000/- (Rupees Ten Thousand each) fine was imposed by BSE and NSE and the fine was duly paid by the Company.

14. Particulars of Remuneration to Directors and Key Managerial Personnel

The Nomination and Remuneration Policy of the Company for appointment and remuneration of the Directors, Key Managerial Personnel and Senior Management of the Company along with other related matters have been provided in Corporate Governance Report.

The Company has framed and adopted a policy on Nomination and Remuneration of Directors, Key Managerial Personnel and other employees of the Company in line with the provisions of section 178 of the Companies Act, 2013 and Part D of Schedule II of SEBI (LODR) Regulations, 2015. The Policy is available on the website at https://www.shankarabuildpro.com/pdf/pdf-No mination-Remuneration-Policy.pdf

It is affirmed that the appointment and remuneration of Directors, Key Managerial Personnel and all other employees during the year ended March 31, 2023 is in accordance with the Nomination and Remuneration Policy of the Company.

Your Company conducts a Board Evaluation process for the Board of Directors as a whole, Board Committees and also for the Directors

individually through self-assessment and peer assessment. The details of Board Evaluation process for the financial year 2022-23 have been provided in the Corporate Governance Report which forms part of this Annual Report.

A Statement of Disclosure of Remuneration pursuant to Section 197(12) of the Act read with Rule 5(1) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is given in Annexure- IV forming part of this Directors' Report.

15. Particulars of Remuneration to Employees

In terms of the provisions of Section 197(12) of the Companies Act, 2013 and Rule 5(2) read with Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 a statement comprising the names of top 10 (ten) employees in terms of remuneration drawn and every person employed throughout or part of the financial year, who were in receipt of remuneration as per the prescribed limit, forms form part of this Directors' Report and are given in Annexure- V.

16. Corporate Social Responsibility

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board has constituted a Corporate Social Responsibility Committee which monitors and oversees various CSR initiatives and activities of the Company. The Company's CSR Policy is available on the website at https://www.shankarabuildpro.com/pdf/pdf -CSR-Policy.pdf

During the year under review, the Company primarily extended its support to the projects in the areas of promoting education, healthcare and communities, supporting primary education and rehabilitating abandoned women and children. The Chief Financial Officer of the Company has furnished a "Certificate” to the Management that the funds disbursed has been utilized and in the manner approved by the Board of the Company.

The particulars required to be disclosed pursuant to the Companies (Corporate Social Responsibility Policy), Rules, 2014, (including amendments, if any) are set out in Annexure- VI of this Directors' Report.

The Company has spent T0.61 crores on standalone during the year under review.

The Company is continuously extending its effort for making contributions to various socially useful projects and is confident of meeting the statutory requirement in the coming financial year.

17. Management Discussion and Analysis Report

The Management Discussion and Analysis as stipulated under regulation 34 of the SEBI (LODR), Regulations, 2015 are forming part of this Directors' Report as Annexure- VII.

18. Business Responsibility and Sustainability Report

The Business Responsibility Report as stipulated under Regulation 34 of the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of this Annual Report.

19. Extract of Annual Return

A copy of the Annual Return of the Company for the Financial Year 2022-23, as required under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 and Rule 12, 2014 shall be placed on the Company's website at https://www.shankarabuildpro.com/financials-h tml#voting

20. Change in the nature of Business

The Company continues to be in the business of organized retailers of home improvements and building products and there has been no change in the nature of business of the Company or any of its subsidiaries during the year under review.

21. Credit Ratings

CRISIL has assigned the Long Term Rating BBB /Stable' and Short Term Rating ‘CRISIL A2' on the bank loan facilities of the Company.

22. Directors & Key Managerial Personnel

A. Composition and size of the Board

The Board has an optimum combination of Executive, Non-Executive and Independent Directors. The total strength of the Board as on the date of reporting is seven Directors, of which four are Independent Directors and one is

Non-Executive and Non-Independent Director. The composition of the Board of Directors is in due compliance of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

B. Retirement by Rotation

As per Section 152 of the Companies Act, 2013, at least two third of the Directors shall be subject to retire by rotation. One-third of such Directors must retire from office at each Annual General Meeting “AGM” of the shareholders and a retiring Director is eligible for re-election.

Accordingly Mr. RSV. Siva Prasad (DIN : 01247339), is liable to retire by rotation in terms of provisions of the Companies Act, 2013 at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment for the approval of the Members.

As stipulated under Regulation 36(3) of SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 brief resume of the director proposed to be re-appointed is given in the Notice of the Annual General Meeting.

C. Appointments and Re-appointments

Pursuant to the recommendations of the Nomination and Remuneration Committee, the Board at its meeting held on April 25, 2023 re-appointed Mr. B. Jayaraman as an Independent Director of the Company for a further period of 5 (five) years with effect from August 14, 2023. His appointment for a period of five years is being placed before the members for their approval at this 28th AGM.

As on the date of this Report, Mr. Sukumar Srinivas, Promoter and Managing Director, Mr. Alex Varghese, Chief Financial Officer and Ms. Ereena Vikram, Company Secretary and Compliance Officer are the Key Managerial Personnel (KMP) of your Company.

The details regarding the familiarization program for Independent Directors is available on the website of the Company under the link https://www.shankarabuildpro.com/pdf/familar ization-programme-2022-23.pdf

23. Declaration by Independent Directors

The Independent Directors of your Company have submitted requisite declarations that they continue to meet the criteria of Independence as Laid down in Section 149(6) of the Act and Regulations 16(1)(b) and 25(8) of the Listing ReguLations and as amended by SEBI (Listing Regulations and Disclosure Requirements) (Third Amendment) Regulations, 2021 and there is no change in the status of their Independence and have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

In terms of Section 150 of the Act and rules framed thereunder, the above Directors have registered themselves with the Indian Institute of Corporate Affairs (IICA) and they are exempted from appearing for the online proficiency seLf-assessment test. Furthermore, they have also renewed their registration with IICA for applicable tenures.

The Board of Directors further confirms that the Independent Directors also meet the criteria of expertise, experience, integrity and proficiency in terms of Rule 8 of the Companies (Accounts) Rules, 2014 (as amended).

24. Board and Committee Meetings

The Board met seven times viz. 7th May, 2022, 16th May, 2022, 22nd July, 2022, 4th August, 2022, 23rd September, 2022, 8th November, 2022 and 6th February, 2023 and also had one meeting of Independent Directors. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013. The details of the composition of the Board and its Committees and the number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report, which forms part of the Annual Report.

25. Audit Committee

The Board of Directors of your Company has duly constituted an Audit Committee in compliance with the provisions of Section 177 of the Act, the Rules framed thereunder read with Regulation 18 of the Listing Regulations. The recommendations made by the Audit Committee are accepted by your Board.

As on March 31, 2023, the Audit Committee consisted of 5(five) Directors as its members. The Audit Committee of the Board, is currently headed by an Independent Director as Chairman. The Audit Committee meets at regular intervals to discharge its terms of reference effectively and efficiently.

During the year under review, there were no instances where the recommendations of the Audit Committee were not accepted by the Board. A detailed note on the composition, role and functions of the Audit Committee are disclosed in the Report on Corporate Governance, which forms part of this Report.

26. Directors Responsibility Statements under Section 134 of the Companies Act, 2013

Pursuant to the requirement under Section 134 of the Companies Act, 2013 with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i. in the preparation of the Annual Accounts of the Company, both Standalone and Consolidated, for the year ended March 31, 2023, the applicable accounting standards read with requirements set out under Schedule III to the Companies Act 2013, have been followed and that there are no material departures from the same.

ii. the Directors have selected such accounting policies 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 March 31, 2023 and of the profit for the year ended on that date;

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 Annual Accounts for the year ended March 31, 2023 have been prepared on a going concern basis;

v. adequate internal financial controls have been laid down and such controls are operating effectiveLy;

vi. proper and adequate systems to ensure compliance with the provisions of all applicable

laws have been devised and such systems are operating efficiently; and

vii. there are no instances of frauds involving the officers or employees of the Company reported by the Auditor under section 143(12) of the Act during the year ended March 31, 2023.

27. Human Resource

As of March 31, 2023 we have 991 employees on the payroll of the Company and 116 employees on the payroll of Subsidiaries.

In addition to the employees listed above, we also engage contract labour to facilitate our processing operations. As of March 31, 2023, we engaged 61 contract workers in our Company and 85 contract workers in subsidiaries Company. Our Company is in compliance with the Contract Labour (Regulation and Abolition) Act, 1970, and the rules prescribed thereunder in this regard.

28. Information Technology

We have implemented a company-wide ERP system. This system is used to manage and co-ordinate aLL resources, information and functions of the business on a real-time basis. The ERP system heLps in integration of different functional areas to ensure proper communication, productivity, quaLity and efficiency in decision making. It further helps in tracking customer demands and assisting in maintaining optimum inventory levels. We have a dedicated IT team which is involved in maintaining the ERP system.

29. Annual Evaluation of Board Performance and Performance of its Committee and of Directors

Pursuant to the provisions of the Companies Act, 2013 and Regulation 19 of SEBI (LODr) ReguLations, 2015, annuaL evaLuation of the performance of the Board, the Directors individuaLLy as weLL as the evaLuation of the working of its various committees has been carried out through a structured questionnaire covering various aspects of the Board's functioning such as adequacy of the composition of the Board and its Committees, Board Culture, Execution and Performance of specific duties, obligations, independence, governance, ethics and vaLues, adherence to corporate governance norms, attendance and contribution at meetings etc. Performance Evaluation of Independent

Directors was done by the entire Board, excluding the Independent Director being evaluated.

The evaluation process has been explained in the Corporate Governance Report, which forms part of this Annual Report.

30. Particulars of contracts or arrangements made with related parties

During the financial year ended 31 March, 2023, all the contracts or arrangements or transactions entered into by the Company with the related parties were in the ordinary course of business and on arm's length basis and are in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Regulations.

The particulars of such transactions with related parties have been disclosed at note no. 47 in the Standalone and Consolidated Financial Statements as required under Ind AS 24- Related Party Disclosures and as specified under section 133 of the Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules, 2014, as amended.

There were no materially significant Related Party Transactions made by the Company during the year that required sharehoLders' approvaL under ReguLation 23 of the Listing ReguLations or which may have a potentiaL conflict with the interests of the Company during the financial year.

ALL related party transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for transactions which are of a foreseen and repetitive nature.

During the year, there were no contracts or arrangements or transactions entered into with the reLated parties other than at arm's Length price. Accordingly, there were no transactions during the year ended March 31, 2023 required to be reported in Form AOC-2 of the Companies (Accounts) Rules, 2014.

The Company has adopted a Policy for dealing with the transactions with related parties in Line with the provisions of the Companies Act, 2013 and SEBI (LODR) ReguLations, 2015, which is avaiLabLe on the Company's website at https://www.shankarabuildpro.com/pdf/Shank ara-Revised%20Policy%20on%20criteria%20for %20determining%20Related%20Party%20Trans actions-V2.pdf

31. Corporate Governance and Shareholders' Information

Pursuant to Regulation 34 of the Listing Regulations, a report on Corporate Governance for the financial year 2022-23 forms an integral part of this report. The requisite certificate from a Practicing Company Secretary confirming compliance with the mandatory requirements relating to corporate governance as stipulated under the Listing Regulations is attached to the report on Corporate Governance.

32. Risk Management Policy and Implementation

The Risk Management Committee as required under Regulation 21 of SEBI (LODR) Regulations, 2015 has been constituted by the Company. According to Regulation 21(5) of the said Regulations, the provisions of Risk Management Committee shall be applicable to top 1000 listed entities, determined based on market capitalization. The Company continuously identifies the risks that it faces such as strategic, financial, liquidity, legal, regulatory and other risks and assesses and evaluates the same in line with the overall business objectives, functioning and growth of the Company.

The Risk Management Policy can be accessed on the Company's website i.e. https://www.shankarabuildpro.com/pdf/Shank ara-%20%20Risk%20Management%20Policy.pdf

The details of risk management framework have been explained in the Management's Discussion and Analysis Report which is provided as an Annexure- VII to this report.

33. Internal Control Systems and their Adequacy

In accordance with the provision of Section 134(5)(e) of the Companies Act, 2013 and as per the provisions of the SEBI (LODR) Regulations, 2015, the Company has an Internal Control System.

The Company's internal control systems are well established and commensurate with the nature of its business. The Audit Committee reviews the adequacy and effectiveness of the Company's internal control system. Based on the framework of internal financial controls and compliance

systems established and maintained by the Company the board is of the opinion that the Company's internal financial controls were adequate and effective during FY.2022-23.

Pursuant to the provisions of the Section 134(5)(f) of the Act, the Company during the year devised proper systems to ensure compliance with the provisions of all applicable laws.

The Internal Auditors monitor and evaluate the effectiveness and adequacy of internal control system in the Company, its compliance with accounting procedures and policies at all locations of the Company.

34. Whistle Blower/Vigil Mechanism

The Company has implemented a vigil mechanism policy to deal with instances of fraud, leakage of unpublished price sensitive information and mismanagement, if any. The Company has adopted a Whistle Blower Policy to provide formal mechanism to the directors and employees to deal with the instances of unethical behavior, actual or suspected fraud or violation of the Company's Code of Conduct.

The whistle blower policy of the Company is disclosed on our website i.e., https://www.shankarabuildpro.com/pdf/pdf-W histleblower-Policy.pdf

35. Code of Conduct

A declaration regarding compliance with the code of conduct signed by the Company's Managing Director is published in the Corporate Governance Report which forms part of the Annual Report.

36. Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace

The Company has zero tolerance towards sexual harassment at the workplace. The Company has a Policy for "Prevention and Prohibition of Sexual Harassment of Women at Workplace” in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 which aims to provide protection to employees at workplace with the objective of providing a safe working environment. The Company has constituted an

Internal Complaints Committee to redress complaints regarding sexual harassment.

During the year under review, no complaints have been received by the Company.

37. Deposits

Your Company has not accepted any deposits from the public during the year and there are no deposits which are remaining unclaimed or unpaid as at the end of the year and, as such, no amount of principal or interest was outstanding as on the date of the Balance sheet.

38. Compliance with Secretarial Standards

During the year under review, your Company has duly complied with the applicable provisions of the Revised Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by the Institute of Company Secretaries of India (ICSI).

39. Disclosure requirements

As per SEBI Listing Regulations, Corporate Governance Report with Auditors' Certificate thereon and Management Discussion and Analysis are attached, which form part of this report.

40. Conservation of energy, technology absorption, foreign exchange earnings and outgo Conservation of energy:

Your Company is committed to the continual development of its products in a sustained environment. The information on Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 are enclosed in the Annexure- VIII to the Directors' report.

Technology absorption, adaptation and innovation:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company's operations do not require significant import of technology.

Foreign Exchange earnings and outgo

There was no Foreign Exchange inflow from our wholly owned subsidiary, Steel Network Holdings Pte Limited in Singapore to Shankara Building Products Limited to during the year.

41. Reporting of frauds

There were no instances of frauds during the year under review, which required the Statutory Auditors to report to the Audit Committee and/ or Board under Section 143 (12) of the Act and the rules made thereunder.

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

There were no significant and material order passed by the Regulators or Courts during the financial year 2022-23.

However, the Company would like to inform that the exchanges have imposed a penalty of RS. 10,000 (Rupees ten Thousand Only) under violation of Regulation 29(1) (e) and (2) of SEBI (LODR) Regulations, 2015. This was the one time violation and the Company has paid the fine to The National Stock Exchange of India Limited (“NSE") and BSE Limited (“BSE").

43. Other disclosures

(i) Details of equity shares with differential rights

The Company has not issued any equity shares with differential rights during the year.

(ii) Details of sweat equity shares issued

The Company has not issued any sweat equity shares during the year.

(iii) Buy Back of Securities

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

(iv) Bonus Shares

No Bonus Shares were issued during the year under review.

(v) The details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof : Not applicable.

(vi) There are no applications made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year.

44. Listing with Stock Exchanges

The Company has paid the Annual Listing Fees for the year 2022-23 and 2023-24 to the Exchanges where the Company shares are listed i. e, the National Stock Exchange of India Ltd (‘NSE') and BSE Ltd (‘BSE').

Acknowledgement

We express our sincere appreciation and thank our valued shareholders, employees, clients, vendors, investors, bankers and other business associates for their co-operation and continued support to the Company.

We appreciate the value and contributions made by every member of Shankara family.

For and on behalf of the Board of Directors

Sukumar Srinivas C. Ravikumar

Place: Bengaluru Managing Director Whole-time Director

Date : May 11, 2023 DIN: 01668064 DIN: 01247347