Shankara Building Products Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

i. The Board''s report is prepared in accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the "Listing Regulations’) and the Companies Act, 2013 (the "Act”) and forms part of the Annual Report for the year
ended March 31,2025.

ii. Unless otherwise stated, the disclosure made in this report is for the year ended March 31,2025.

Dear Shareholders,

The Board of Directors (the “Board”) hereby submits the report of the business and operations of the Company along with the audited financial
statements for the financial year ended March 31, 2025. The consolidated performance of the Company and its subsidiaries has been referred to
wherever required.

1. Financial Summary and Highlights

The Company''s financial performance for the year ended March 31, 2025, is summarized as below

Key highlights of financial performance of your Company for the financial year 2024-25 are provided below:

Pjj Itqibir	GnikwriLdatLil		Standalone
	Mirth 31. 2t\tS	Veer Ended Han* :ti, tin4	''tnrt h. A 1, 2025	VtiV FrJUiuil Murtfi J-l, ZK4
HpvtTih" fnim		4jti2l3.44		4JH6Z73
	im	524	IL75	USB
JiHiii interne	S.hlt.dS	4£33«	S.270 14	4rth'').4i
LMJlEI f-.lipLTIlll''LllT''	3.527 71	4*77 33	n.i ^ik?h	4.7 35 37
EanlLiip behiie iLi^Tml Tjsi, Ilf pn-cjflnun .imi AinflrljiuitLnn. LlllITJlA]	172.lit	156.15	1-19.35	I14.G4
LiVfin=i::jliiui and .Vit.iniiMiiiin F.itpertm	1067	15.91	997	mt.
FUnnCoft	51,15-	31.34	42,37	31 w
Pi-ii ii livliiir ffHcajrtiprul Lufltsuj LiA		kill |Ll	>17.11	^2.92
ElCcpflodj] lk ni\	-		-
I''roiii bcrHclki irsni	IDJJfi	111 It HI	''J7.ll
Tin ^ULiorwr
CuTKJII VenL	25 ''IT		3!.''I7	n *2
Earlier Vb ti	[djo®	a.2<*	10.10]	e.z 9
Dvficrmd Tun	{ftlH ]	(Ota)	Il2b	O.I5
I''Mfll illk?r FJH [PAT]	77,4d	Ul El	73,DZ
E''mbt r-rorn iltKDiflnu«) [>[W-| JCI III		-i	¦	* 1
Add: OtiiCT f i:¦ 11 11-: r 1 ''il-i i 11.1 ¦ bmm*	?,ia	0.31	me	(1.27
Total rDmpirhrnnivr Hiku''ipl-	77.50	ltt.U	71.13	70.1.1
earning per utjiim1 SrtWE (T.in- Value iiJttD l''Jl Ii J 11| Uuaic	3]9Z	3l.i57	iQ.U	2CJ.B5
hj Diluted	3l9&	2 4.67	3d. LI	29.B5

The Company recorded consolidated revenues of ^5,696.69 crores for the year ended March 31, 2025 representing a growth of (18%) over the
previous year. The Company recorded a consolidated EBITDA of ^172.18 crores and the EBITDA margins stood at 3.02%. The PAT is at ^ 77.40 crores.

The Standalone revenues of the Company stood at ^5,267.38 crores for the year ended March 31, 2025. The standalone PAT stood at ^73.02 crores.

Your Company has prepared the Financial Statements for the financial year ended March 31, 2025, 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.

2. Share Capital

(!) Authorised Capital

The authorised share capital of the Company as on March 31, 2025 is ^30,00,00,000 comprising of 3,00,00,000 equity shares of ^10 each.

(ii) Paid-Up Capital

During the year under review, there was no change in paid-up share capital of the Company.

The paid-up equity share capital stands at ^24,24,93,260/- comprising of 2,42,49,326 equity shares of ^10/- per share fully paid up, as on March 31,
2025.

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 ^3/-
(Rupees Three Only) per fully paid up equity share of ^10 (Rupees Ten) each of the Company for the year ended March 31, 2025.

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://shankarabuildpro.com/wp-content/uploads/2024/06/Policy-on-Dividend-Distribution. pdf

4. Transfer to Reserves

The Company has decided to retain the entire amount of profits for FY 2025 in the profit and loss account and does not propose to transfer amounts to
the general reserve out of the amount available for appropriation.

The total profit of ^627.03 crores available with the Company on a consolidated basis is proposed to be retained in the profit and loss account.

5. Subsidiaries, joint ventures and associate companies:

The Company has 5 subsidiaries as on March 31, 2025.

(i) Vishal Precision Steel Tubes & Strips Private Limited - VPSPL was incorporated on December 4, 1991 as a private limited company under the
Companies Act, 1956 with the corporate identity number U00291KA1991PTC012581. It has its registered office at Plot No.47, Industrial Area, Hoskote,
Bengaluru 562 114, Karnataka, India.

VPSPL is primarily engaged in the business of, inter alia, manufacturing, repairing, importing, exporting, and dealing in all kinds of steel pipes, pipes
and tubes. It has a tube & cold rolled strip processing facility at Bengaluru.

(ii) Centurywells Roofing India Private Limited - CRIPL was incorporated on November 29, 2002 as a private limited company under the Companies
Act, 1956 with the corporate identity number U28112TN2002PTC049959. It has its registered office at 23/6A, Vellanthangal Village, Irunkattu Kottai,
Sriperumbudur, Kancheepuram 602 105, Tamil Nadu, India.

CRIPL is 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 - TVSPPL was incorporated on August 1, 2009 as a private limited company under the Companies Act,
1956 with the corporate identity number U28112AP2009PTC064592. Subsequent to the bifurcation of states of Andhra Pradesh and Telangana,
TVSPPL''s corporate identification number has been changed to U28112TG2009PTC064592. It has its registered office at Survey No. 487, Bachupally
Village, Kutbullapur Mandal 501 401, Andhra Pradesh, India.

TVSPPL is primarily engaged in the business of, inter alia, manufacturing, processing, drawing, assembling, purchasing, selling or otherwise dealing in
steel pipes, tubes and pipe fittings, iron and steel and allied products of all kinds and description and 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).

(v) Shankara Buildpro Limited- SBL is an unlisted public limited company incorporated on 13th October 2023 and having its registered office at 21/1 &
35-A-1 Hosur Road, Electronic City, Bengaluru South, Bengaluru, Karnataka, India - 560100. Shankara Buildpro Limited is a wholly owned subsidiary of
Shankara Building Products Limited. Currently, the shares of Shankara Buildpro Limited are not listed on any stock exchanges.

The main object of Shankara Buildpro Limited is inter alia to carry on the trading business with primary focus on engaging in retailing, trading,
warehousing, wholesale distribution and e-commerce activities related to all building materials.

During the year under review, no company has become or ceased to be the subsidiaries, joint ventures or associate companies. 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 at https://shankarabuildpro.com/subsidiaries/

During the year under review, the Board of Directors reviewed the affairs of the subsidiaries. The Company in accordance with the provisions of the Act
prepared Consolidated Financial Statements of the Company and all its subsidiaries which form part of the Report. Further, the report on the
performance and financial position of each subsidiary and salient features of their Financial Statements in the prescribed 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 policy determining material subsidiaries is disclosed in https://shankarabuildpro.com/wp-content/uploads/2024/06/Revised-Policy-for-
Material-Sub sidiaries.pdf

In accordance with the provisions of the Act and the amendments thereto, read with the Listing Regulations the audited financial statements, including
the consolidated financial statements and related information of the Company and financial statements of the subsidiary companies are available on
our website at https://shankarabuildpro.com/agm/

The Secretarial Audit Report of the subsidiary companies are available at the website of the company at https://shankarabuildpro.com/disclosures/

6. Key Developments

a. Demerger

Pursuant to the order dated 18th December 2024, passed by the Hon''ble National Company Law Tribunal, Bengaluru Bench (“Hon''ble NCLT”), in
Company Application No. C.A. (CAA) 38/BB/2024 (“Order”), a meeting of the equity shareholders of Shankara Building Products Limited (Applicant
Company No. 1 / Demerged Company) was convened on 12th February 2025 through video conferencing / other audio-visual means (“Tribunal
Convened Meeting” or “Meeting”) for the purpose of considering and approving the Scheme of Arrangement amongst Shankara Building Products
Limited (Applicant Company No. 1 / Demerged Company) and Shankara Buildpro Limited (Applicant Company No. 2 / Resulting Company), and their
respective shareholders and creditors (“Scheme”), in compliance with the provisions of Sections 230 to 232 read with Section 66 and other applicable
provisions of the Companies Act, 2013 (“Companies Act” / ''Act”), the circulars issued thereunder, and the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”).

The shareholders approved a Composite Scheme of Arrangement between Shankara Building Products Limited and Shankara Buildpro Limited (a
wholly owned subsidiary), and their respective shareholders and creditors, pursuant to Sections 230 to 232 and other applicable provisions of the
Companies Act, 2013, along with the relevant rules made thereunder.

Pursuant to the order dated February 26, 2025 passed by the Hon''ble National Company Law Tribunal, Bengaluru Bench (“Tribunal”) in the Company
Petition relating to the Scheme of Arrangement, notice was served to the statutory authorities inviting any representations, if any, in connection with
the proposed Scheme.

The approval by NCLT is in progress and next hearing is scheduled on May 26, 2025.

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

The Company makes investments or extends loans/ guarantees to its subsidiaries for their business purposes as and when required by them for its
emergent business requirements. The details of loans, guarantees and investments covered under Section 186 of the Act along with the purpose for
which such loan or guarantee were utilized forms part of the Notes to standalone financial attached to this Annual report.

The Company has not received any Loan from Directors and Relatives as per Rule 2(1)(c) of Companies (Acceptance of Deposits Rule), 2014.

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

No material changes and commitments have occurred after the closure of financial year 2024-25 till the date of this report, which would affect the
financial position of your Company

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).

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

Pursuant to the applicable provisions of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules,
2016 (“IEPF Rules”), as amended from time-to-time, the declared dividends, which remained unpaid or unclaimed for a period of 7 (seven) years and
shares in relation to such unpaid/unclaimed dividend shall be transferred by the Company to the Investor Education and Protection Fund (IEPF)
established by the Central Government.

As required under section 124 of the Act, unclaimed dividend amount aggregating to ^ 1,08,581/- lying with the Company for a period of seven years
pertaining to the financial year 2016-17 along with the shares thereof were transferred during the financial year 2024-25, to IEPF established by the
Central Government. The Members have an option to claim their shares and/or amount of dividend transferred to IEPF. The Company has sent notices
to respective shareholders who have not claimed a dividend for 7 (seven) consecutive years and whose shares were liable to be transferred to IEPF
during the financial year. Any shareholder who has a claim on such dividend is requested to contact our Registrar and Share Transfer Agents M/s KFin
Technologies Limited.

The details of the unclaimed dividend as on March 31, 2025 is available on the Company''s website at https://shankarabuildpro.com/wp-
content/uploads/2025/04/Unclaimed-Dividend-2023-24.pdf

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 has transferred shares to the IEPF Authority pursuant to the aforesaid rule for the financial year 2016-17.

10. Key Consolidated Balance sheet information

The Consolidated Financial Statements of the Company and its Subsidiaries for the financial year ended March 31, 2025 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 ^11.77 crores (Gross) as against ^ 25.78 crores (Gross) in the previous
year.

On a consolidated basis, the capital expenditure stood at ^ 21.76 crores (Gross) for FY 2025 as against ^ 30.28 (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: M/s Sundaram & Srinivasan, Chartered Accountants (Firm Registration No.004207S)

Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and Auditors) rules, 2014, M/s Sundaram & Srinivasan, Chartered
Accountants (Firms Registration No. 004207S) were appointed as the Statutory Auditors of the Company for a second tenure of 5 (five) years in the
financial year 2024-25 till the conclusion of 34th Annual General Meeting of the Company to be held in the financial year 2029-30.

The Auditor''s Report for the financial year 2025 does not contain any qualification, reservation or adverse remark. The Auditor''s Report is enclosed
with the Financial Statements in this Annual Report.

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.

The remuneration in the form of fees (excluding GST and out of pocket expenses) for the year ended March 31, 2025 to M/s Sundaram & Srinivasan,
Chartered Accountants as the Statutory Auditor of the Company are as follows:

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Smculi rv foiiJn mcdinlJiallmtttd iwtowt
Luotitd Mr, lew	i_za
TrU ,\|.|| it
TuLjI	ifl.no

Note: The above fees exclude GST and out of pocket expenses

(ii) Internal Auditor: M/s GRSM & Associates

The Board based on the recommendations of the Audit Committee, has re-appointed an Independent Auditor M/s. GRSM & Associates, Chartered
Accountants as Internal Auditor of the Company on such terms and conditions as mutually agreed upon between M/s. GRSM & Associates, Chartered
Accountants and the Company, to carry out the internal audit function for FY 2026.

The remuneration in the form of fees (excluding GST) for the year ended March 31, 2025 to M/s GRSM & Associates, Chartered Accountants as Internal
Auditor of the Company are as follows:

EheiIec mciii	Am-nunl
.Vidr Mi	T.20
CVthfr.wdir nHamr* prrvin-Tc$
Hitd	7.2a

Note: The above fees exclude GST and out of pocket expenses

(iii) Secretarial Auditor: K. Jayachandran, Practicing Company Secretary (ACS No. 11039 and Certificate of Practice No. 4031)

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel)
rules, 2014, the Board of Directors had appointed Mr. K. Jayachandran, Practicing Company Secretary (ACS No. 11309 and Certificate of Practice No.
4031) as the Secretarial Auditor of the Company on terms and conditions as mutually agreed upon between K. Jayachandran, Practicing Company
Secretary and the Company to conduct Secretarial Audit for FY 2025.

The remuneration in the form of fees (excluding GST) for the year ended March 31, 2025 to K. Jayachandran, Practicing Company Secretary as the
Secretarial Auditor of the Company are as follows:

Ibippiwil	Amount
Atidll frcs	330
Ulln i jjdl! nj 1 j :L''¦: 1	MB
TrjtaJ	3. TO

Note: The above fees exclude GST and out of pocket expenses

The Secretarial Audit Report for FY 2024-25 of the Company is appended as Annexure II to the Directors'' Report. The Secretarial Audit Report does not
contain any qualification, reservation or adverse remark.

The Company has undertaken an audit for the Financial Year ended March 31, 2025 for all applicable compliances as per Listing Regulations and
Circulars/Guidelines issued thereunder. The Annual Secretarial Compliance Report of the Company for FY 2024-25 signed by Mr. K. Jayachandran,
Practicing Company Secretary is appended as Annexure III to the Directors'' Report.

Further, as per Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,
and SEBI (LODR) read with SEBI (LODR) (Third Amendment) Regulations, 2024 the Board has recommended to appoint Mr. K. Jayachandran (ACS No.
11309 and Certificate of Practice No. 4031) as the Secretarial Auditor of the Company for the term of 5 (five) years i.e. from Financial Year April 1, 2025
to March 31, 2030.

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

The Secretarial Audit Report does not contain any reservation, qualification or adverse remark, which calls for any further explanation.

14. Particulars of Remuneration to Directors and Key Managerial Personnel

The details of Nomination and Remuneration Policy of the Company for Directors, Key Managerial Personnel (KMP), Senior Management Personnel
(SMP) and other employees along with other related matters have been provided in the Corporate Governance Report.

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration policy for Directors and
Key managerial Personnel of the Company

The copy of the Nomination and Remuneration policy can be accessed by clicking on weblink https://shankarabuildpro.com/wp-
content/uploads/2024/06/Terms-Reference-Nomination-R emuneration-Committee.pdf

It is affirmed that the appointment and remuneration of Directors, Key Managerial Personnel and all other employees during the year ended March 31,
2025 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 2024-25 have been provided in the
Corporate Governance Report, which forms part of this Annual Report.

The statements required under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 (''the Rules''), as amended, form part of this report as Annexure IV and will be made available to any Member on request.

15. Particulars of Remuneration to Employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure V.

Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12)
of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a
separate Annexure forming part of this Report.

In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders. The said statement is also open for
inspection by the Shareholders through electronic mode.

16. Corporate Social Responsibility

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Board has established a Corporate Social Responsibility (CSR)
Committee, which is responsible for monitoring and overseeing the Company''s CSR initiatives and activities. The Company''s Corporate Social
Responsibility policy provided guidelines to conduct Corporate Social Responsibility activities of the Company. The Company''s CSR Policy is available
on its website at https://shankarabuildpro.com/wp-content/uploads/2024/06/Terms-Reference-Corporate-Social-Responsibility-Committee.pdf

During the reporting period, the Company primarily focused its efforts on supporting projects in the areas of education, healthcare, and community
development. This included initiatives aimed at promoting primary education and providing rehabilitation for abandoned women and children.

The Chief Financial Officer of the Company has provided a “Certificate" to the Management, confirming that the funds allocated for CSR activities have
been utilized in accordance with the approval of the Board.

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.

In pursuance of the CSR Policy and in line with the requirement of the Companies Act, 2013, every company has to spend 2% of the average net profits
of the Company for the preceding three years towards the CSR activities as stated in the Companies Act, 2013. The Company has spent ^138.49/- lakhs
on standalone during the year under review.

17. Management Discussion and Analysis Report

The Report on Management Discussion and Analysis Report in terms of Regulation 34, read with Schedule V of the Listing Regulations, forms part of
this Annual Report in a separate section as Annexure VII and is annexed to this Report. Certain Statements in the said report may be forward looking.
Many factors may affect the actual results, which could be different from what the Directors envisage in terms of the future performance and outlook.

18. Business Responsibility and Sustainability Report

In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms a part of this
Annual Report describing the initiatives undertaken by the Company from an environmental, social and governance perspective for the Financial Year
ended March 31, 2025. In line with the above, the Business Responsibility and Sustainability Report forms part of this report and is available on the
Company''s website at https://shankarabuildpro.com/corporate-governance-reports/

19. Extract of Annual Return

The Annual Return as required under Section 92(3) and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and
Administration) Rules, 2014 is available on the Company''s website at www.shankarabuildpro.com.

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 Rating

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

22. Statement of Deviation(s) or Variation(s)

In accordance with the SEBI Circular No. CIR/CFD/CMD1/162/2019 dated December 24, 2019 and pursuant to Regulation 32 of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 states the where a listed entity has raised funds through preferential allotment or
qualified institutions placement, the listed entity shall disclose every year, the utilization of such funds during that year in its Annual Report until such
funds are fully utilized. In this connection, the Company has fully utilized the amount raised through Preferential Issue of Equity Shares and the
purpose for which these proceeds were raised has been achieved and there is no deviation in the use of the amount raised through Preferential Issue of
Equity Shares.

23. Governance

The Company''s governance framework is grounded in the core values of transparency, integrity, and accountability. At the highest level, it is committed
to continuously enhancing these principles through innovative practices that maximize resources, transform opportunities into accomplishments, and
drive progress. This is achieved by empowering and motivating employees, promoting a culture of growth, and fostering the development of human
capital. The governance structure operates on a three-tier model—comprising Shareholders, the Board, and Executive Management—which not only
strengthens accountability and trust in leadership but also encourages business autonomy, performance excellence, and the cultivation of future
leaders.

A. Board Governance

Board Governance defines the framework that organizes the Board and its operations. The Company''s governance guidelines for the Board address key
areas such as the composition and roles of the Board, the Chairman, and Directors. These guidelines also cover Board diversity, the criteria for
independence, the terms of Directors, their remuneration, retirement age, and the various committees within the Board.

B. Directors & Key Managerial Personnel
Composition and size of the Board and Committee

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 six Directors, of which four are Independent Directors and two are Executive Directors. 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.

The details regarding the composition of the Board and its Committees, Director tenures, areas of expertise, and other relevant is the part of Corporate
Governance Report, within this Annual Report. The Nomination and Remuneration Committee works closely with the Board to assess the ideal
characteristics, skills, and experience needed both collectively and individually. The goal is to ensure the Board comprises individuals with diverse
backgrounds and expertise in areas such as business, finance, marketing and governance. Key attributes considered include independence, integrity,
strong personal and professional ethics, sound business judgment, the ability to contribute constructively to discussions, and a willingness to exercise
authority collaboratively.

Based on this evaluation, the Nomination and Remuneration Committee identifies the roles and capabilities necessary for new appointments and
subsequently recommends suitable candidates to the Board. The Company''s policy on the appointment and remuneration of Directors—including the
criteria for qualifications, key attributes, independence, and other considerations as per Section 178(3) of the Companies Act, 2013 is available on the
Company''s website at https://shankarabuildpro.com/wp-content/uploads/2024/06/Policy-on-Nomination-and-Rem uneration.pdf

Succession Planning

The Company recognizes that effective succession planning is essential for building a strong and sustainable future. The Board engages with the
managing director (MD) in each meeting of the Nomination and Remuneration Committee (NRC) on the issue of succession. The MD outlines his
thoughts on succession on an informal basis. The NRC focuses on the succession for key management personnel (KMP) viz Managing Director,
Executive Director, Chief Financial Officer and Company Secretary. For the position of the MD, there is a successor being groomed to take over. For the
other three KMPs, a plan is to be worked out. However, the organization does have potential successors who can take over in an emergency.

Board Diversity

The Company recognizes that a Board composed of appropriately qualified members with a broad range of experience relevant to the business is
important for effective corporate governance. The Board of Directors values the significance of diversity and firmly believes that diversity of
background, gender, expertise, knowledge and perspectives, leads to sharper and balanced decision-making and sustainable development.

The Board has adopted the Board Diversity Policy to recognize the benefits of a diverse Board and to further enhance quality of participation and
performance. The policy on Board Diversity is available on the Company''s website at https://shankarabuildpro.com/wp-
content/uploads/2024/06/Policy-on-Board-Diversity.pdf

C. 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. C. Ravikumar (DIN : 01247347), 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.

D. Appointments and Re-appointments
Appointment to the Board

During the year under review, the following appointments and resignations to in the Board of Directors.

• The approval by the Shareholders in the 29th Annual General Meeting held on June 21, 2024 for the appointment of Mr. N. Muthuraman
(DIN:02375046) as an Independent Director (Non-Executive) of the Company for the first term of Five (5) years w.e.f May 20, 2024.

• The Shareholders have approved by way of postal ballot, the appointment of Ms. Sujatha G (DIN: 10538207) as an Independent Director for a
period of 5 (five) years with effect from March 14, 2025 to March 13, 2030.

• The Board of Directors in its meeting held on May 16, 2025, based on recommendation of the Nomination and Remuneration Committee,
recommended to the Shareholders to consider the appointment of Mr. Dhananjay Mirlay Srinivas (DIN: 09108483) as Whole-time Director of the
Company for the term of Five (5) years and the remuneration payable to him.

The brief particulars and expertise of Mr. Dhananjay Mirlay Srinivas (DIN: 09108483) seeking appointment have been given in the annexure to the
Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

Reappointment to the Board

The Board of Directors in its meeting held on May 16, 2025 recommend to the Shareholders to consider re-appointment of Mr. C. Ravi Kumar (DIN:
01247347) as Director liable to retire by rotation, forms part of Notice of the Annual General Meeting.

The brief particulars and expertise of Director seeking re-appointment together with their other directorships and committee memberships have been
given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

E. Cessation from the Board

• The tenure of Mr. V. Ravichandar (DIN: 00634180) as Non-Executive and Independent Director was ended with effect from June 24, 2024 due to
completion of second term as an Independent Director of the Company.

• The tenure of Ms. Jayashri Murali (DIN: 00317201) as Non-Executive and Independent Director was ended with effect from March 18, 2025 due to
completion of second term as an Independent Director of the Company.

F. Resignation from the Board

Mr. RSV. Siva Prasad (DIN: 01247339) resigned as Non-Executive and Non-Independent Director of the Board with effect from closing hours of June 25,
2024. The Company has received the confirmation from Mr. RSV. Siva Prasad stating that he is resigning from the Board due to pre-occupation and
other personal commitments and there are no other material reasons for his resignation.

The Board and the Management places on record their sincere appreciation for the invaluable contributions of Mr. V. Ravichandar, Mr. RSV. Siva Prasad
and Ms. Jayashri Murali to the Company''s success and the assistance and guidance provided during their tenure as a Members of the
Board/Committees of the Company.

G. Key Managerial Personnel

In terms of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014. The key managerial personnel of the Company are:

1) Sukumar Srinivas, Managing Director

2) C. Ravikumar, Whole-time Director

3) Alex Varghese, Chief Financial Officer

4) Ereena Vikram, Company Secretary and Compliance Officer

The Non-Executive and Independent Directors as part of familiarization exercise are introduced to the Company''s culture through orientation sessions
wherein an overview of Company operations, matters relating to the values and commitments are provided along with an information kit containing
documents about the Company such as annual reports, annual presentations, recent press releases, Code of Business Conduct and Ethics and the
memorandum and articles of association etc. Periodic presentations are made at the Board and Committee meetings on business and performance
updates of the Company.

The details regarding the familiarization program for Independent Directors is available on the website of the Company under the link
https://shankarabuildpro.com/wp-content/uploads/2025/04/Familarization-Programme-202 4-25.pdf

^1 I w

24. Declaration by Independent Directors

All Independent Directors of the Company have submitted the requisite declarations stating that they meet the criteria of independence as prescribed
under Section 149(6) of the Act and Regulation 16(1)(b) and 25(8) of the Listing Regulations and as amended by SEBI (Listing Regulations and
Disclosure Requirements) (Third Amendment) Regulations, 2021and 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).

25. Board and Committee Constitution

The current policy is to have an appropriate mix of Executive, Non- Executive and Independent Directors to maintain the Independence of the Board
and separate its functions of governance and management. As on March 31, 2025, the Board consists of six members with two Executive Directors and
four Independent Directors of which one Independent Director of the Board is a woman. The details of the constitution of the Board and of the
Committees, the terms of reference, number of meetings held etc. are given in the Corporate Governance Report which forms part of this Annual
Report.

26. Board and Committee Meetings

The Board meets at regular intervals to deliberate and decide on company policies, business strategies, and other matters. When urgent or special
business arises, approvals may be obtained through resolutions passed by circulation or by convening Board or Committee meetings at short notice, in
accordance with legal provisions. The Board/Committee meetings are pre-scheduled and a tentative calendar of the Board and Committee meetings is
circulated to the Directors well in advance to help them plan their schedule and ensure meaningful participation in the meetings.

In line with the requirements of the Companies Act, 2013 and Listing Regulations, seven Board Meetings and (six meetings- Audit Committee Meetings;
four meetings-Risk Management; three meetings- Nomination & Remuneration Committee; two meetings- Corporate Social Responsibility Committee
and One meeting-Stakeholders Relationship Committee) meetings were held during the year under review, and all the Board Meeting and Committee
Meeting were held in accordance with the guidelines issued by the MCA and by the SEBI. The intervening gap between any two meetings is within the
period prescribed by the Act and Listing Regulations. The details of the Board, Committee meetings and of the 30 th Annual General Meeting and the
attendance of the Directors are given in the Corporate Governance Report which forms part of the Annual Report.

27. Board Policies

The Company has Charters for the Audit Committee, the Nomination and Remuneration Committee, the Risk Management Committee, the Corporate
Social Responsibility Committee, the Stakeholders Relationship Committee and also policies and codes as required which are in line with the
requirements of the Act and Listing Regulations.

28. 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, 2025, 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. The details of charter/policy/code as adopted by the Board is available on the Company website at https://shankarabuildpro.com/wp-
content/uploads/2024/06/Terms-Reference-Audit-Committee.pdf

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

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on accrual
basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and
guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian
Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.

Further, pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge, belief and ability confirms that:

• The accounting policies have been consistently applied except where a newly-issued accounting standard is initially adopted or a revision to an
existing accounting standard requires a change in the accounting policy hitherto in use.

• In the preparation of the annual accounts for the financial year ended March 31, 2025, the applicable accounting standards had been followed and
there are no material departures.

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

• The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• The Directors had prepared the annual accounts on a going concern basis.

• 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.

• 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.

• The financial statements have been audited by M/s. Sundaram & Srinivasan , Chartered Accountants, Chennai (Firm registration number No.
004207S), the Company''s Statutory Auditor and have given unmodified opinion on the financial statements for the year ended March 31, 2025.

30. Human Resource

The Human Resources function had several challenging mandates during the financial year, key among them was hiring across the organization. In FY25,
we continued to accelerate hiring across all key functions to support our growth plans. As of March 31, 2025 we have 934 employees on the payroll of the
Company.

31. Information Technology & Cyber Security

A comprehensive Enterprise Resource Planning (ERP) system has been implemented across the organization to facilitate the real-time management and
coordination of resources, information, and core business processes. The ERP system ensures seamless integration of various functional domains,
thereby enhancing interdepartmental communication, operational efficiency, productivity, and the quality of decision-making. Furthermore, it enables
accurate tracking of customer demand and supports the maintenance of optimal inventory levels. The system is maintained and supported by a dedicated
in-house Information Technology (IT) team to ensure its reliability and continuous improvement.

The Company believes that in the modern digital age, cyber security is not an IT/information security issue, but a business issue. The Company adopted a
multidimensional approach to cyber security which enables the Company to protect the data using a multi-layered defense mechanism and a
combination of tools and techniques which complement and augment each other. The processes and systems in the Company reduces the threat and to
mitigate the negative financial and reputational impacts, and created an organizational culture of cyber security.

Further, the Company implemented cyber assessment on a regular basis, including email cyber-attack.

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

Pursuant to applicable provisions of the Act, and the Listing Regulations, the Board has carried out annual evaluation of its own performance,
performance of the Directors including Chairman''s assessment as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria and the mechanism for carrying out the Performance Evaluation
process for the Board, its Committees and Directors. The Nomination and Remuneration Committee reviewed the performance of the individual
Directors and the performance of the Board and of the Committees of the Board. The evaluation process endorsed the Board Members'' confidence in
the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times,
cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in
sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties. The details of the process of
performance evaluation are given in the Corporate Governance Report which forms part of this Annual Report.

The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long¬
term strategic planning, etc.);

• Structure, composition and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management; Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

During the year, feedback was sought by way of structured questionnaires and evaluation was carried out based on various criteria and the responses
received from the Directors.

Further, the Independent Directors, at their meeting held during the year, reviewed the performance of the Board, its Chairman and Non-Executive
Directors.

33. Particulars of contracts or arrangements made with related parties

During the financial year ended 31 March, 2025, 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.

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.

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.

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. Further, the related party transactions are reviewed by the Statutory Auditors
of the Company.

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, 2025 required to be reported in Form AOC-2 of the Companies (Accounts)
Rules, 2014.

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions. During the
year under review, the Policy has been amended to incorporate the regulatory amendments in the Listing Regulations. The updated Policy can be
accessed on the Company''s website at https://shankarabuildpro.com/wp-content/uploads/2024/06/Policy-on-Related-Party-Transac tions.pdf

The details of transaction(s) of the Company with entities belonging to the promoter/promoter group which hold(s) more than 10% shareholding in
the Company as required under para A of Schedule V of the Listing Regulations are provided as part of the financial statements.

The Company is not categorized as Micro, Small and Medium Enterprises (MSME) under the Micro, Small and Medium Enterprises Development Act,
2006. Hence, the MSME Act requires to register under a portal for facilitating MSME vendors. The Company has registered in the platform for MSMEs to
electronically factor / discount their receivables, on a without recourse basis, at highly competitive & transparent financing terms.

34. Corporate Governance and Shareholders'' Information

The Company''s Corporate Governance structure revolves around its Shareholders, the Board and its Committees. The Company''s governance model is
founded on core principles of transparency, integrity, professionalism, and accountability. These values underpin the effective and transparent
execution of the Company''s strategic objectives, thereby enabling the delivery of sustainable, long-term value to shareholders, employees, business
partners, and other stakeholders.

The Company strives to reduce information asymmetry through transparency and extensive disclosures. The Company provides variety of channels
through which minority shareholders can interact with the Management or the Board. Shareholders can communicate concerns and grievances and the
Stakeholder''s Relationship Committee oversees the redressal of these complaints.

Pursuant to Regulation 34 of the Listing Regulations, a report on Corporate Governance for the financial year 2024-25 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. The MD and CFO Certificate, forming part of
the Corporate Governance Report, confirms the existence and effectiveness of internal controls and reiterate their responsibilities to report deficiencies
to the Audit Committee and rectify the same.

35. Risk Management

The Company has established a comprehensive and well-defined Risk Management Framework that operates across multiple levels within the
organization, forming a strategic defense mechanism against a wide spectrum of risks.

This framework facilitates the proactive identification, assessment, mitigation, monitoring, and reporting of risks, while also fostering a risk-aware
culture throughout the enterprise. It encompasses all key areas of potential exposure and provides a systematic approach to managing risks that could
impact the Company''s medium- to long-term strategic objectives, including reputational risks.

To ensure effective governance and oversight, the Company has constituted a Risk Management Committee of the Board, in compliance with the
requirements of the Listing Regulations. The Committee is responsible for formulating, implementing, and monitoring the Company''s Risk
Management Plan. In addition, the Company has adopted a Board-approved Risk Management Policy that outlines the overarching governance
structure and sets the tone for the implementation of the Risk Management Framework organization-wide.

The Risk Management Committee meets on a quarterly basis to review the status of critical risks, evaluate the progress of framework implementation
across locations, and address any material exceptions that may arise. It is also empowered to monitor and review the Risk Management Plan and
recommend any modifications to the Risk Management Policy for Board consideration.

The Chief Risk Officer (CRO) acts as the custodian of the Risk Management Framework and supports its implementation and ongoing oversight under
the direction of the Risk Management Committee.

Furthermore, the Audit Committee of the Board provides additional oversight specifically in the areas of financial risks and internal controls, ensuring a
holistic approach to risk governance across the Company.

The Risk Management Policy can be accessed on the Company''s website i.e. https://shankarabuildpro.com/wp-content/uploads/2024/06/Risk-
Management-Policy.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.

36. 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 has established a robust internal control system that is well-aligned with the scale and nature of its operations. The Audit Committee
regularly reviews the adequacy and effectiveness of these internal controls to ensure they are functioning as intended. Based on the framework of
internal financial controls and compliance mechanisms implemented and maintained by the Company, the Board is of the opinion that the internal
financial controls were adequate and operating effectively throughout the financial year 2024-25.

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 scope and authority of the Internal Audit function are formally defined in the Audit Charter. To ensure objectivity and independence, the
Independent Internal Auditor reports directly to the Chairman of the Audit Committee. An Annual Audit Plan is developed by the Internal Auditor,
guided by the risk profile of the Company''s business activities. This plan is reviewed and approved by the Audit Committee, which also monitors its
implementation and compliance.

Audit findings are communicated to the respective process owners, who are responsible for implementing corrective actions to strengthen internal
controls within their areas. Significant audit observations, along with the corresponding corrective measures, are presented to the Audit Committee for
review.

In addition to reviewing internal audit reports, the Audit Committee holds periodic independent sessions with both the Statutory Auditor and
Management to assess the adequacy and effectiveness of the Company''s internal financial control systems.

37. Whistle Blower/Vigil Mechanism

The Company is committed to fostering a culture of trust, transparency, and accountability, and its vigil mechanism reflects these core values. In line
with the requirements of the Companies Act and the Listing Regulations, the Company has established a formal vigil mechanism that serves as a
structured channel for Directors, employees, and business associates—including customers—to report concerns related to unethical conduct,
suspected or actual fraud, or violations of the Company''s Code of Conduct. Disclosures made under this mechanism are directed to the Chairman of the
Audit Committee, ensuring confidentiality, impartiality, and appropriate redressal.

The policy aims to ensure that genuine complainants are able to raise their concerns in full confidence, without any fear of retaliation or victimization
and also allows for anonymous reporting of complaints and make provision for direct access to the Chairman of the Audit Committee.

The details of complaints received/disposed/pending during the year ended March 31, 2025.

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The Vigil Mechanism/Whistleblower Policy is available on the Company''s website at https://shankarabuildpro.com/wp-

content/uploads/2024/06/Policy-on-Whistle-blower.pdf

38. Code of Conduct

The Company has a robust and effective framework for monitoring compliances with applicable laws within the organization and providing updates to
Senior Management and the Board periodically. The Audit Committee and the Board of Directors periodically reviews the status of the compliances
with the applicable laws.

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.

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

The Company expects all its employees to act in accordance with the highest professional and ethical standards upholding the principles of integrity
and compliance at all times. In this regard, expectations around compliance are communicated to the employees through multiple channels.

The Company as an equal opportunity employer seeks to ensure that the workplace is free of any kind of harassment or inappropriate behavior.
Comprehensive policies and procedures have been laid down, to create an environment where there is respect and dignity in every engagement. The
Company has adopted zero tolerance for sexual harassment at the workplace. This is imbibed in the Company''s culture. The Company has formulated a
policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules thereunder. The required awareness is created by communicating the
essence of the policy to all employees at regular intervals through assimilation and awareness programs. The POSH Policy is gender inclusive and the
framework ensures complete anonymity and confidentiality

The Company has constituted an Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013. The Company expects all its employees to act in accordance with the highest professional and ethical standards.

The following are the summary of the complaints received and disposed of during FY 2025:

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40. 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.

41. Compliance Framework

The Company''s structured compliance framework are regularly being monitored and updated basis the changing requirements of law. The Audit
Committee and the Board of Directors periodically review the status of the compliances with the applicable laws.

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).

42. Book Closure

For the purpose of 30th Annual General Meeting and for the financial year ended March 31, 2025, the Register of Shareholders and Share Transfer
Books of the Company will remain closed from Wednesday, June 18, 2025 to Tuesday, June 24, 2025 (both days inclusive).

43. 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.

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

The particulars relating to conservation of energy, technology absorption, research and development, foreign exchange earnings and outgo as required
to be disclosed under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure- VIII to the
Board''s 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.

45. 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.

46. 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

2024-25.

47. 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.

(vii) Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the
Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

(viii) The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the
Companies Act, 2013.

48. Reconciliation of Share Capital

The Share capital audit was carried out by a Practicing Company Secretary to reconcile the total equity share capital with NSDL and CDSL and the total
issued and listed equity share capital issued by the Company for the year ended March 31, 2025.

49. Listing with Stock Exchanges

The equity shares of the Company are listed in the BSE Limited (scrip code: 540425) and in the National Stock Exchange of India Limited (scrip code:
SHANKARA) and for the purpose of dematerialization of shares established a connectivity with the National Securities Depository Limited (NSDL) and
Central Depository Services (India) Limited (CDSL) with the International Securities Identification Number (ISIN) allotted under the Depository
System is INE274V01019 through Kfin technologies Limited, our Registrar and Share Transfer Agent.

The Company has paid the Annual Listing Fees for the year 2024-25 and 2025-26 to the Exchanges where the Company shares are listed i. e, the
National Stock Exchange of India Ltd (''NSE'') and BSE Ltd (''BSE'').

50. Green Initiatives

Electronic copies of the Annual report for the year 2025 and the Notice of the 30 th Annual General Meeting are sent only to Shareholders whose email
addresses are registered with the Company/ depository participant(s). To support the “Green Initiative'', Shareholders who have not registered their
email addresses are requested to register the same with their DPs in case the shares are held by them in electronics form and with RTA in case the
shares are held by them in physical form.

---

Mar 31, 2024

BOARD''S REPORT

(The Board''s report is prepared in accordance with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the "Listing Regulations”) and the Companies Act, 2013 (the "Act”) and forms part of the Annual Report for the year ended March 31, 2024.

Dear Shareholders,

The Board of Directors (the "Board”) hereby submits the report of the business and operations of the Company along with the audited financial statements for the financial year ended March 31, 2024. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

1. Financial Summary and Highlights

The Company''s financial performance for the year ended March 31, 2024, is summarized as below

Key highlights of financial performance of your Company for the financial year 2023-24 are provided below:

(Rs. in Crores)
Particulars	Consolidated		Standalone
	Year Ended March 31, 2024	Year Ended March 31, 2023	Year Ended March 31, 2024	Year Ended March 31, 2023
Revenue from Operations	4,828.44	4,029.72	4,862.73	4,036.22
Other Income	5.24	7.70	6.68	7.31
Total Income	4,833.68	4,037.42	4,869.41	4,043.53
Other Expenditure	4,677.33	3,911.95	4,735.37	3,935.52
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	156.35	125.47	134.04	108.01
Depreciation and Amortization Expenses	15.91	16.34	9.46	9.71
Finance Cost	32.34	24.76	31.66	22.05
Profit Before exceptional items and tax	108.10	84.37	92.92	76.25
Exceptional Items	-	-
Profit before Tax (PBT)	108.10	84.37	92.92	76.25
Tax expense:
Current Year	26.86	19.32	22.62	16.92
Earlier Year	0.29	0.11	0.29	0.11
Deferred Tax	(0.18)	1.89	0.15	2.20
Profit after Tax (PAT)	81.13	63.05	69.86	57.02
Profit from discontinued operation	-	-	-	-

(Tin crores)
Particulars	Consol	idated	Stand	alone
	Year Ended March 31, 2024	Year Ended March 31, 2023	Year Ended March 31, 2024	Year Ended March 31, 2023
Add: Other Comprehensive Income	0.31	0.12	0.27	0.10
Total Comprehensive Income	81.44	63.17	70.13	57.12
EARNING PER EQUITY SHARE (Face Value of T10 each)
i) Basic	34.67	27.59	29.85	24.95
ii) Diluted	34.67	27.59	29.85	24.95

The Company recorded consolidated revenues of T4,828.44 crores for the year ended 31 March, 2024 representing a growth of (20%) over the previous year. The Company recorded a consolidated EBITDA of T156.35 crores and the EBITDA margins stood at 3.24%. The PAT is at T 81.13 crores.

The Standalone revenues of the Company stood at T4,862.73 crores for the year ended 31 March, 2024. The standalone PAT stood at T69.86 crores.

Your Company has prepared the Financial Statements for the financial year ended March 31, 2024, 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.

2. Share Capital

(i) Authorised Capital

The authorised share capital of the Company as on March 31, 2024 is T30,00,00,000 comprising of 3,00,00,000 equity shares of T10 each.

(ii) Increase in Paid-Up Capital

During the year under review, there was an increase in paid-up equity share capital, in view of the Company issuing and allotting equity shares as follows:

Preferential allotment of 14,00,000 equity shares with a face value of T10/- per equity share at an issue price of T750/- (including premium of T740/- per equity share) to APL Apollo Mart

Limited , on November 9, 2023 consequent to the rights of conversion attached to Share Warrants.

As a result of the above, the paid-up equity share capital stands at T24,24,93,260/- comprising of 2,42,49,326 equity shares of T10/- per share fully paid up, as on March 31, 2024.

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 T3/-(Rupees Three Only) per fully paid up equity share of T10 (Rupees Ten) each of the Company for the year ended March 31, 2024.

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://shankarabuildpro.com/wp-content/uplo ads/2023/10/Policy18.pdf

4. Reserves

The Company has decided to retain the entire amount of profits for FY 2024 in the profit and loss account and does not propose to transfer amounts to the general reserve out of the amount available for appropriation.

The total profit of T556.79 crores available with the Company on a consolidated basis is proposed to be retained in the profit and loss account.

5. Subsidiary Companies

The Company has 5 subsidiaries as on March 31, 2024.

(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 f roofing sheets, steeL pipes and generaL hard are and generaL whoLesaLe trade (incLuding generaL importers & exporters).

(v) Shankara BuiLdpro Limited- PrimariLy engaged in business of manufacture, process, seLL, import and export or otherwise to deaL with sanitary ware, CP fitings, Ceramic & cLay tiLes, compLete range of pLumbing products and reLated accessories etc.

One new subsidiary was added and no company has ceased to be a Shankara BuiLding Products Limited subsidiary during FY 2023-24. 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 https://shankarabuiLdpro.com/investors-centraL /#sharehoLder-information

During the year under review, the Board of Directors reviewed the affairs of the subsidiaries. The Company in accordance with the provisions of the Act prepared ConsoLidated FinanciaL Statements of the Company and aLL its subsidiaries which form part of the Report. Further, the report on the performance and financiaL position of each subsidiary and saLient features of their FinanciaL Statements in the prescribed 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.

In accordance with the provisions of the Act and the amendments thereto, read with the Listing ReguLations the audited financiaL statements, incLuding the consoLidated financiaL statements and reLated information of the Company and financiaL statements of the subsidiary companies are avaiLabLe on our website at https://shankarabuiLdpro.com/investors-centraL /#report

The SecretariaL Audit Report of the Subsidiary Companies are avaiLabLe on our website at https://shankarabuiLdpro.com/investors/

6. Key Developments a. Preferential Warrants

During the year ended March 31, 2024, the Company made preferentiaL aLLotment of 14,00,000 equity shares at a face vaLue of T10/-per equity share to APL ApoLLo Mart Limited, on exercise of the Share Warrants.

Nature	No. of Warrants subscribed	No. of Equity shares issued	Date of ALLotment
Share Warrant	14,00,000	14,00,000	November 9, 2023
TotaL	14,00,000	14,00,000

b. Demerger

In December 18, 2023 the Board of Directors had approved a composite scheme of arrangement amongst Shankara Building Products Limited and Shankara BuiLdpro Limited (wholly owned subsidiary) and their respective shareholders and creditors under sections 230 to 232 read with other applicable provisions of the Companies Act, 2013 and relevant rules made thereunder which provides the transfer of trading business of the Demerged Company into Resulting Company.

As per the scheme of arrangement, the Company''s Trading Business will be demerged to Shankara BuiLdpro Limited and the Company will continue with its manufacturing business, subsidiary and other assets.

Pursuant thereto, the Company has submitted requisite application aLongwith draft scheme of arrangement to the Stock Exchanges, i.e. BSE Limited and National Stock Exchange of India Limited for approval under Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, for the Scheme of Arrangement.

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

The Company makes investments or extends loans/ guarantees to its subsidiaries for their business purposes as and when required by them for its emergent business requirements. The details of loans, guarantees and investments covered under Section 186 of the Act along with the purpose for which such loan or guarantee were utilized forms part of the Notes to standalone financial attached to this Annual report.

The Company has not received Loan from Directors and Relatives as per Rule 2 (1) (c) of Companies (Acceptance of Deposit Rule), 2014.

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

i. Amendment to the Policy for determining materiality of Event/Information.

ii. Amendment to the Policy for determining material subsidiaries.

iii. Incorporation of new wholly owned subsidiary

company i.e Shankara BuiLdpro Limited.

iii. Demerger of the Trading Business of the Company into the Resulting Company (i.e. Shankara BuiLdpro Limited), on a going concern basis.

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, 2024 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).

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

a) Transfer of Unclaimed Dividend to IEPF

Pursuant to the applicable provisions of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules”), as amended from time-to-time, the declared dividends, which remained unpaid or uncLaimed for a period of 7 (seven) years and shares in reLation to such unpaid/uncLaimed dividend shaLL be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

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

The details of the unclaimed dividend as on March 31, 2024 is available on

the Company''s website at

https://shankarabuiLdpro.com/wp-content/upLo ads/2024/05/UncLaimed-Dividend-2022-23.pdf.

Any shareholder who has a claim on such dividend is requested to contact our Registrar and Share Transfer Agents M/s KFin Technologies Limited.

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, 2024 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 ^25.78 crores (Gross) as against ^37.07 crores (Gross) in the previous year.

On a consolidated basis, the capital expenditure stood at ^30.28 crores (Gross) for FY 2024 as against ^41.39 (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: M/s Sundaram & Srinivasan, Chartered Accountants (Firm

Registration No.004207S)

M/s Sundaram & Srinivasan, Chartered Accountants (Firms Registration No. 004207S) were appointed as the Statutory Auditors of the Company for a tenure of 5 (five) years to hold office from the conclusion of the 24th AGM held on June 25, 2019 until the conclusion of the ensuing AGM. Sundaram & Srinivasan tenure of 5 (five) years as Statutory Auditors concludes at this ensuing AGM.

The Company has received confirmation from the Statutory Auditors to the effect that their appointment, if made, will be in accordance with the limits specified under the Act and the firm satisfies the criteria specified in Section 141 of the Act read with Rule 4 of the Companies (Audit and Auditors) Rules, 2014.

In terms of the provisions of section 139 of the Companies Act, 2013 read 6 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.

The Board of Directors of the Company on the recommendation of the Audit Committee has re-appointed M/s Sundaram & Srinivasan as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term 5 (five) years to hold office the conclusion of 29th Annual General Meeting of the Company to be held in the financial year 2024-25 till the conclusion of 34th Annual General Meeting of the Company to be held in the financial year 2029-30, subject to approval by the Members at the ensuing AGM.

The Board recommends to seek consent of its Members at the ensuing AGM on re-appointment of M/s Sundaram & Srinivasan as Statutory Auditors for tenure of 5 (five) years, to examine and audit the accounts of the Company during the said period.

The Statutory Auditor''s report does not contain any qualifications, reservations, adverse remarks or disclaimers, which would be required to be dealt with in the Boards'' Report.

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.

The remuneration in the form of fees (excluding GST and out of pocket expenses) for the year ended March 31, 2024 to M/s Sundaram & Srinivasan, Chartered Accountants as the Statutory Auditor of the Company are as follows:

In fLakhs
Engagement	Amount
Statutory Audit including limited reviews	27.00
Other audit related services	3.00
Total	30.00
Note: The above fees exclude GST and out of pocket expenses

(ii) Internal Auditor: M/s GRSM & Associates

The Board based on the recommendations of the Audit Committee, has re-appointed an Independent Auditor M/s. GRSM & Associates, Chartered Accountants as Internal Auditor of the Company on such terms and conditions as mutually agreed upon between M/s. GRSM &

Associates, Chartered Accountants and the Company, to carry out the internal audit function for FY 2025.

The remuneration in the form of fees (excluding GST) for the year ended March 31, 2024 to M/s GRSM & Associates, Chartered Accountants as Internal Auditor of the Company are as follows:

In fLakhs
Engagement	Amount
Audit Fees	6.60
Other audit related services	-
Total	6.60
Note: The above fees exclude GST and out of pocket expenses

(iii) Secretarial Auditor: K. Jayachandran, Practicing Company Secretary (ACS No. 11039 and Certificate of Practice No. 4031)

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014, the Board of Directors has appointed Mr. K. Jayachandran, Practicing Company Secretary (ACS No. 11309 and

Certificate of Practice No. 4031) as the Secretarial Auditor of the Company on terms and conditions as mutually agreed upon between K. Jayachandran, Practicing Company Secretary and the Company to conduct Secretarial Audit for FY 2025. The remuneration in the form of fees (excluding GST) for the year ended March 31, 2024 to K. Jayachandran, Practicing Company Secretary as the Secretarial Auditor of the Company are as follows:

In fLakhs
Engagement	Amount
Audit Fees	3.00
Other audit related services	0.50
Total	3.50
Note: The above fees exclude GST and out of pocket expenses

The Secretarial Audit Report for FY 2023-24 of the Company is appended as Annexure II to the Directors'' Report.

The Annual Secretarial Compliance Report of the Company for FY 2023-24 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 share holders 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 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 162 of the SEBI (ICDR) Regulation 2018 and as per point 2 of SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/94 the listed entity has converted Share Warrants in to Equity Shares after completing 18 months from the date of allotment of Share warrants and there was a delay of 3 days in converting the Share warrants and there by violated the provision of Regulation 162 of the SEBI (ICDR) Regulation 2018 and point 2 of SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/94 and further National Stock Exchange of India Limited (“NSE”) and BSE Limited (“BSE”) have imposed a fine of INR 60,000/- each on the listed entity.

The Board of Directors wish to clarify that it was a one-time non-compliance and T60,000/- (Rupees Sixty Thousand each) fine was imposed by BSE and NSE and the Company duly paid the fine.

14. Particulars of Remuneration to Directors and Key Managerial Personnel

The details of Nomination and Remuneration Policy of the Company for Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP) and other employees along with other related matters have been provided in the Corporate Governance Report.

Based on the recommendations of the Nomination and Remuneration Committee, the Board has approved the Remuneration policy for Directors and Key managerial Personnel of the Company.

The copy of the Nomination and Remuneration policy can be accessed by clicking on weblink https://shankarabuildpro.com/wp-content/uplo ads/2023/10/Policy10.pdf

It is affirmed that the appointment and remuneration of Directors, Key Managerial Personnel and all other employees during the year ended March 31, 2024 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 2023-24 have been provided in the Corporate Governance Report, which forms part of this Annual Report.

The statements required under Section 197(12) read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (‘the Rules''), as amended, form part of this report as Annexure IV and will be made available to any Member on request.

15. Particulars of Remuneration to Employees

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is annexed to the Report as Annexure V.

Statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided as a separate Annexure forming part of this Report.

In terms of proviso to Section 136(1) of the Act, the Report and Accounts are being sent to the Shareholders. The said statement is also open for inspection by the Shareholders through electronic mode.

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://shankarabuildpro.com/wp-content/uplo ads/2023/10/Policy16.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 ?92.97 lakhs 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 matters pertaining to industry structure and developments, opportunities and threats, segment-wise/team-wise performance, outlook, risks and concerns, internal control systems and adequacy, discussion on financial and operational performance are detailed in the Report. The Management Discussion and Analysis report for the year under review and as stipulated under the Listing Regulations is presented in a separate section as Annexure VII forming part of the Annual Report.

18. Business Responsibility and Sustainability Report

In accordance with Regulation 34(2)(f) of the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms a part of this Annual Report describing the initiatives undertaken by the Company from an environmental, social and governance perspective for the Financial Year ended March 31, 2024. In line with the above, the Business Responsibility and Sustainability Report forms part of this report and is available on the Company''s website at https://shankarabuildpro.com/investors-central /#report

19. Extract of Annual Return

In accordance with the Companies Act, 2013, a copy of the Annual Return of the Company for the Financial Year 2023-24 in the prescribed format is available on the Company''s website at https://shankarabuildpro.com/investors-central /#report

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 Rating

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

22. Utilisation of Funds

Regulation 32 of the Listing Regulations states that where a listed entity has raised funds through preferential allotment or qualified institutions placement, the listed entity shall disclose every year, the utilization of such funds during that year in its Annual Report until such funds are fully utilized.

The details of funds raised and utilization are as below:

Particulars	In? crore
Mode of Fund Raising	Preferential Issue
Date of Raising Funds	20/04/2022 and 09/11/2023
Amount Raised	20/04/2022 - 26.25 09/11/2023- 78.75
Object	The proceeds of the issue will be utilized for expansion plan, working capital gap requirements, and other general corporate purposes of the Company.

A. Composition and size of the Board

The Board has an optimum combination of Executive, Non-Executive and

IndependentDirectors. 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.

The details of Board and Committee composition, tenure of directors, areas of expertise and other details is available in the Corporate governance report that forms part of this Annual Report. The Nomination and Remuneration Committee engages with the Board to evaluate the appropriate characteristics, skills and experience for the Board as a whole, as well as for its individual members with the objective of having a Board with diverse backgrounds and also experience in business, finance, governance, and public service including independence, integrity, high personal and professional ethics, sound business judgement, ability to participate constructively in deliberations and willingness to exercise authority in a collective manner. The Nomination and Remuneration Committee, basis such evaluation, determines the role and capabilities required for appointment of Director and thereafter, the Nomination and Remuneration Committee recommends to the Board the selection of new Directors. The policy of the Company on Directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a Director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on the Company''s website at

https://shankarabuildpro.com/wp-content/uplo ads/2023/10/Policy10.pdf

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. C. Ravikumar (DIN : 01247347), 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 Appointment

The Board of Directors in its meeting held on May 20, 2024, based on the recommendation of the Nomination and Remuneration Committee, recommended to the shareholders to consider the appointment of Mr. N. Muthuraman (DIN:02375046) as an Additional Director in the capacity of Independent Director(Non-Executive) of the Company for the first term of Five (5) years subject to the approval of shareholders at the ensuing Annual General Meeting.

The brief particulars and expertise of directors seeking appointment together with their other directorships and committee memberships have been given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

Reappointment

The Board of Directors in its meeting held on May 20, 2024 recommend to the Shareholders to consider re-appointment of Mr. C. Ravi Kumar (DIN: 01247347) as Director liable to retire by rotation, forms part of Notice of the Annual General Meeting.

The brief particulars and expertise of Director seeking re-appointment together with their other directorships and committee memberships have been given in the annexure to the Notice of the AGM in accordance with the requirements of the Listing Regulations and Secretarial Standards.

D. Key Managerial Personnel

In terms of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The key managerial personnel of the Company are

• Sukumar Srinivas, Managing Director

• C. Ravikumar, Whole-time Director

• Alex Varghese, Chief Financial Officer

• Ereena Vikram, Company Secretary and Compliance Officer

The Non-Executive and Independent Directors as part of familiarization exercise are introduced to the Company''s culture through orientation sessions wherein an overview of Company operations, matters relating to the values and commitments are provided along with an information kit containing documents about the Company such as annual reports, annual presentations, recent press releases, Code of Business Conduct and Ethics and the memorandum and articles of association etc. Periodic presentations are made at the Board and Committee meetings on business and performance updates of the Company.

The details regarding the familiarization program for Independent Directors is available on the website of the Company under the Link https://shankarabuiLdpro.com/wp-content/upLo ads/2024/04/FamUarization-Programme-2023-2 4.pdf

24. 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).

25. Board and Committee Constitution

The current policy is to have an appropriate mix of Executive, Non- Executive and Independent Directors to maintain the Independence of the Board and separate its functions of governance and management. As on March 31, 2024, the

Board consists of seven members with one Non-Executive and Non-Independent Director, two Executive Directors, and four Independent Directors of which one Independent Director of the Board is a woman. The details of the constitution of the Board and of the Committees, the terms of reference, number of meetings held etc. are given in the Corporate Governance Report which forms part of this Annual Report.

26. Board and Committee Meetings

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. In case of special and urgent business, if the need arises, the Board''s / Committee''s approval is taken by passing resolutions through circulation or by caLLing Board / Committee meetings at short notice, as permitted by law.

In line with the requirements of the Companies Act, 2013 and Listing Regulations, seven Board Meetings and (seven meetings- Audit Committee Meetings; four meetings-Risk Management; one each of Nomination & Remuneration, StakehoLders ReLationship and Corporate SociaL ResponsibiLity Committee) meetings were heLd during the year under review, and all the Board Meeting and Committee Meeting were heLd in accordance with the guidelines issued by the MCA and by the SEBI. The intervening gap between any two meetings is within the period prescribed by the Act and Listing Regulations. The details of the Board, Committee meetings and of the 28th Annual General Meeting and the attendance of the Directors are given in the Corporate Governance Report which forms part of the Annual Report.

27. 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, 2024, 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. The details of charter/policy/code as adopted by the Board is available on the Company website at https://shankarabuildpro.com/wp-content/uplo ads/2024/04/Terms-Reference-Audit-Committee .pdf

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

The financial statements are prepared in accordance with the Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The Ind AS are prescribed under Section 133 of the Companies Act, 2013, read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and relevant amendment rules issued thereafter.

The Audit Committee meets periodically with the Internal Auditor and the Statutory Auditor to review the manner in which the Auditor are discharging their responsibilities and to discuss audit, internal control and financial reporting issues. To ensure complete independence, the Statutory Auditor and the Internal Auditor have full and free access to the Members of the Audit Committee to discuss any matters of substance.

Further,

• The accounting policies have been consistently applied except where a newly-issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.

• In the preparation of the annual accounts for the financial year ended March 31, 2024, the applicable accounting standards had been followed and there are no material departures.

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

• The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this

Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

• The Directors had prepared the annual accounts on a going concern basis.

• 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.

• 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.

• The financial statements have been audited by M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai (Firm registration number No. 004207S), the Company''s Statutory Auditor and have given unmodified opinion on the financial statements for the year ended March 31, 2024.

29. Human Resource

The Human Resources function had several challenging mandates during the financial year, key among them was hiring across the organization. In FY24, we continued to accelerate hiring across all key functions to support our growth plans. As of March 31, 2024 we have 881 employees on the payroll of the Company.

30. 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.

The Company believes that in the modern digital age, cyber security is not an IT/information security issue, but a business issue. The Company adopted a multidimensional approach to cyber security which enables the Company to protect the data using a multi-layered defense mechanism and a combination of tools and techniques which complement and augment each other. The processes and systems in the Company reduces the threat and to mitigate the negative financial and reputational impacts, and created an organizational culture of cyber security.

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

Board Evaluation

The Board evaluated the effectiveness of its functioning, of the Committees and of individual Directors, pursuant to the provisions of the Act and Listing Regulations. The Board sought the feedback of Directors on various parameters including:

• Degree of fulfillment of key responsibilities towards stakeholders (by way of monitoring corporate governance practices, participation in the long-term strategic planning,etc.);

• Structure, composition and role clarity of the Board and Committees;

• Extent of co-ordination and cohesiveness between the Board and its Committees;

• Effectiveness of the deliberations and process management; Board/Committee culture and dynamics; and

• Quality of relationship between Board Members and the Management.

The Nomination and Remuneration Committee reviewed the performance of the individual Directors and the performance of the Board and of the Committees of the Board. The evaluation process endorsed the Board Members'' confidence in the ethical standards of the Company, the resilience of the Board and the Management in navigating the Company during challenging times, cohesiveness amongst the Board Members, constructive relationship between the Board and the Management and the openness of the Management in sharing strategic information to enable Board Members to discharge their responsibilities and fiduciary duties. The details of the process of performance evaluation are given in the Corporate Governance Report which forms part of this Annual Report.

Succession Planning

The Company believes that sound succession plans for the leadership are very important for creating a robust future for the Company. The Nomination and Remuneration Committee coordinates with the Board on the leadership succession plan to ensure orderly succession in appointments to the Board and in Senior

Management. The Company strives to maintain an appropriate balance of skills and experience within the organization in an endeavor to introduce new perspectives while maintaining experience and continuity. By integrating workforce planning with strategic business planning, the Company puts necessary financial and human resources in place so that its objectives can be met. In addition, promoting senior management within the organization fuels the ambitions of the talent force to earn future leadership roles.

32. Particulars of contracts or arrangements made with related parties

During the financial year ended 31 March, 2024, 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, 2024 required to be reported in Form AOC-2 of the Companies (Accounts) Rules, 2014.

In line with the requirements of the Act and the Listing Regulations, the Company has formulated a Policy on Related Party Transactions. During the year under review, the Policy has been amended to incorporate the regulatory amendments in the

Listing Regulations. The updated Policy can be accessed on the Company''s website at https://shankarabuiidpro.com/wp-content/upio ads/2023/10/Policy20.pdf

The details of transaction(s) of the Company with entities belonging to the promoter/promoter group which hoid(s) more than 10% shareholding in the Company as required under para A of Schedule V of the Listing Regulations are provided as part of the financial statements.

The Company is not categorized as Micro, Smaii and Medium Enterprises (MSME) under the Micro, Smaii and Medium Enterprises Deveiopment Act, 2006. Hence, the MSME Act requires to register under a portai for faciiitating mSme vendors. The Company has registered in the piatform for MSMEs to eiectronicaiiy factor / discount their receivabies, on a without recourse basis, at highiy competitive & transparent financing terms.

33. Corporate Governance and Shareholders'' Information

Governance is the framework that ensures that appropriate business processes and toois are in piace for adherence with aii the appiicabie obiigations under various reguiations across the iocations where the Company conducts its business inciuding Board structure, subsidiary performance, Code of Conduct. The Company''s governance structure revoives around vaiues based on transparency, integrity, professionaiism and accountabiiity which heips to impiement the Company strategy effectiveiy and transparentiy so as to deiiver iong-term vaiue for the sharehoiders, empioyees, business partners and other stakehoiders.

Pursuant to Reguiation 34 of the Listing Reguiations, a report on Corporate Governance for the financiai year 2023-24 forms an integrai part of this report. The requisite certificate from a Practicing Company Secretary confirming compiiance with the mandatory requirements reiating to corporate governance as stipuiated under the Listing Reguiations is attached to the report on Corporate Governance.

The Company has a weii-defined risk management framework in piace. The risk management framework works at various ieveis across the enterprise and these ieveis form the strategic defence cover of the Company''s risk management. The Company has a robust organizationai structure for managing and reporting on risks and proactiveiy identifies, assesses, treats, monitors and reports risks as weii as to create a risk-aware cuiture within the organisation and covers areas exposed to risk and a iso provides a structured process for management of risks and considers the risks that impact mid-term to iong-term objective of the business, inciuding those that are reputationai in nature.

The Company has constituted a Risk Management Committee of the Board as required under Listing Reguiations to frame, impiement and monitor the Risk Management Pian of the Company and aiso has in piace a Risk Management Poiicy approved by the Board. The Risk Management Poiicy provides oversight and sets the tone for impiementing the Risk Framework across the organization. The Risk Management Committee reviews the status of key risks, progress of Risk Framework impiementation across iocations and any exceptions as flagged to it, on quarteriy basis. Further, the Risk Management Committee is authorized to monitor and review risk management pian and empowered, inter aiia, to review and recommend to the Board the modifications to the Risk Management Poiicy. The Chief Risk Officer is the custodian of the framework and oversight of the framework provided by Risk Management Committee of Directors. The Risk Management Committee reviews and monitors the key risks and their mitigation measures periodicaiiy and provides an update to the Board on Company''s risks. The Audit Committee has additionai oversight in the area of financiai risks and controis.

The Risk Management Poiicy can be accessed on the Company''s website i.e.

https://shankarabuiidpro.com/wp-content/upio ads/2023/10/Poiicy14.pdf

The detaiis of risk management framework have been expiained in the Management''s Discussion and Anaiysis Report which is provided as an Annexure VII to this report.

35. 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 2023-24.

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 scope and authority of the Internal Audit function is defined in the Audit Charter. To maintain its objectivity and independence, the Independent Internal Auditor reports to the Chairman of the Audit Committee. The Independent Internal Auditor develops an Annual Audit Plan based on the risk profile of the business activities. The Internal Audit plan is approved by the Audit Committee, which also reviews compliance to the plan. Based on the report of internal audit function, process owners undertake corrective action(s) in their respective area(s) and thereby strengthen the controls. The significant audit observations and corrective action(s) thereon are presented to the Audit Committee. The Audit Committee, at its meetings, reviews the reports submitted by the Internal Auditor. Also, the Audit Committee at frequent intervals has independent sessions with the Statutory Auditor and the Management to discuss the adequacy and effectiveness of internal financial controls.

36. Whistle Blower/Vigil Mechanism

We believes in promoting a culture of trust and transparency and the vigil mechanism resonates with the same values. The Company has a vigil mechanism established in accordance with the Act and Listing Regulations which provides a formal channel for all its Directors, employees, business associates including customers to approach the Chairman of the Audit Committee to make protective disclosures about the unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct.

The Vigil Mechanism/Whistleblower Policy is available on the Company''s website at https://shankarabuildpro.com/wp-content/uplo ads/2023/10/ Policy17.pdf

37. Code of Conduct

The Company has a robust and effective framework for monitoring compliances with applicable laws within the organization and providing updates to Senior Management and the Board periodically. The Audit Committee and the Board of Directors periodically reviews the status of the compliances with the applicable laws.

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.

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

The Company expects all its employees to act in accordance with the highest professional and ethical standards upholding the principles of integrity and compliance at all times. In this regard, expectations around compliance are communicated to the employees through multiple channels.

The Company as an equal opportunity employer seeks to ensure that the workplace is free of any kind of harassment or inappropriate behaviour. Comprehensive policies and procedures have been laid down, to create an environment where there is respect and dignity in every engagement. The Company has adopted zero tolerance for sexual harassment at the workplace. This is imbibed in the Company''s culture. The Company has formulated a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the rules thereunder. The required awareness is created by communicating the essence of the policy to all employees at regular intervals through assimilation and awareness programs. The following are the summary of the complaints received and disposed off during FY 2024:

Particulars	Details
No of Complaints of sexual harassment received in the year	Nil
No of Complaints disposed off during the year	Not Applicable
No of cases pending for more than ninety day	Not Applicable
The Company has constituted an Internal Committee (IC) under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

39. 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.

40. 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).

41. Book Closure

For the purpose of 29th Annual General Meeting and for the financial year ended March 31, 2024, the Register of Shareholders and Share Transfer Books of the Company will remain closed from Friday, 14th June, 2024 to Friday, 21st June, 2024 (both days inclusive).

42. 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.

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

The particulars relating to conservation of energy, technology absorption, research and development, foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure VIII to the Board''s Repo

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.

44. 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.

45. 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 2023-24.

However, the Company would like to inform that the exchanges have imposed a penalty of RS. 60,000 (Rupees Sixty Thousand Only) under violation of Regulation 162 of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 ("ICDR Regulations”). 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”).

46. 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.

(vii) Voting Rights which are not directly exercised by the employees in respect of shres for the subscription/Purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under section 67(3)(c) of the Act).

(viii) The Company is not required to maintain cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013.

47. Reconciliation of Share Capital

The Share capital audit was carried out by a Practising Company Secretary to reconcile the total equity share capital with NSDL and CDSL and the total issued and listed equity share capital issued by the Company for the year ended March 31, 2024.

48. Listing with Stock Exchanges

The Company has paid the Annual Listing Fees for the year 2023-24 and 2024-25 to the Exchanges where the Company shares are listed i. e, the National Stock Exchange of India Ltd (‘NSE'') and BSE Ltd (‘BSE'').

49. Green Initiatives

Electronic copies of the Annual report for the year 2024 and the Notice of the 29th Annual General Meeting are sent only to Shareholders whose email addresses are registered with the Company/ depository participant(s). To support the "Green Initiative”, Shareholders who have not registered their email addresses are requested to register the same with their DPs in case the shares are held by them in electronics form and with RTA in case the shares are held by them in physical form.

Acknowledgement

The Board place on record its thanks to its customers, vendors, investors, bankers, financial institution, employees and all other stakeholders for their continued support during the year. The Board places on record our appreciation of the contribution made by the employees at all levels as the Company consistent growth was made possible only by their hard work, solidarity, cooperation and support.

---

Mar 31, 2023

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:

('' in Crores)
Particulars	Consolidated		Standalone
	Year Ended	Year Ended	Year Ended	Year Ended
	March 31, 2023	March 31, 2022	March 31, 2023	March 31, 2022
Revenue from Operations	4,029.72	2,418.40	4,036.22*	2,328.75
Other Income	7.70	3.10	7.31	2.40
Total Income	4,037.42	2,421.50	4,043.53	2,331.15
Other Expenditure	3,912.46	2,333.83	3,936.03	2,263.03
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	124.96	87.67	107.50	68.12
Depreciation and Amortization Expenses	16.34	17.24	9.71	10.72
Finance Cost	24.25	24.37	21.54	21.11
Profit Before exceptional items and tax	84.37	46.06	76.25	36.29
(Exceptional Items	-	-	-	-
Profit before Tax (PBT)	84.37	46.06	76.25	36.29
Tax expense:
Current Year	19.32	10.82	16.92	8.11
Earlier Year	0.11	(0.01)	0.11	-
Deferred Tax	1.89	0.93	2.20	0.94
Profit after Tax (PAT)	63.05	34.32	57.02	27.24
Profit from discontinued operation	-	-	-	-

('' in Crores)
	Consolidated		Standalone
Particulars	Year Ended March 31,2023	Year Ended March 31, 2022	Year Ended March 31,2023	Year Ended March 31, 2022
Add: Other Comprehensive Income	0.12	(0.03)	0.10	0.06
Total Comprehensive Income	63.17	34.29	57.12	27.30
EARNING PER EQUITY SHARE (Face Value of ?10 each)
i) Basic	27.59	15.02	24.95	11.92
ii) Diluted	27.59	15.02	24.95	11.92
*The Standalone revenue includes sales made to the subsidiaries which gets negated in the Consolidated revenue.

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

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Mar 31, 2022

The Board of Directors are pleased to present the 27th Annual Report of Shankara Building Products Limited ("the Company”) on business and operations along with the Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2022.

1. Financial Performance

The Standalone and Consolidated Financial statements of the Company for the financial year ended March 31, 2022, 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 T2,418.40 crores for the year ended 31 March, 2022 representing a growth of (19 %) over the previous year. The Company recorded a consolidated EBITDA of T87.67 crores and the EBITDA margins stood at 3.6 %. The PAT is at T34.32 crores.

The Standalone revenues of the Company stood at T 2,328.75 crores for the year ended 31 March, 2022. The standalone PAT stood at ^27.24 crores.

Key highlights of Financial performance of your Company for the financial year 2021-22 are provided below:

('' in Crores)
Particulars	Consolidated		Standalone
	Year Ended March 31, 2022	Year Ended March 31,2021	Year Ended March 31, 2022	Year Ended March 31,2021
Revenue from Operations	2,418.40	2,038.37	2,328.75	1,957.24
Other Income	3.10	6.22	2.40	5.65
Total Income	2,421.50	2,044.59	2,331.15	1,962.89
Other Expenditure	2,333.83	1,967.39	2,263.03	1,910.29
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	87.67	77.20	68.12	52.60
Depreciation and Amortization Expenses	17.24	23.98	10.72	17.38
Finance Cost	24.37	33.08	21.11	21.75
Profit Before exceptional items and tax	46.06	20.14	36.29	13.47
Exceptional Items	-	-	-	0.50
Profit before Tax (PBT)	46.06	20.14	36.29	13.97
Tax expense:
Current Year	10.82	8.01	8.11	4.62
Earlier Year	(0.01)	(0.53)	-	(0.54)
Deferred Tax	0.93	(1.19)	0.94	(0.09)
Profit after Tax (PAT)	34.32	13.85	9.05	9.98
Add: Other Comprehensive Income	(0.03)	0.34	0.06	0.37
Total Comprehensive Income	34.29	14.19	27.30	10.35

('' in Crores)
Particulars	Consolidated		Standalone
	Year Ended March 31, 2022	Year Ended March 31,2021	Year Ended March 31, 2022	Year Ended March 31,2021
EARNING PER EQUITY SHARE (Face Value of ?10 each) i) Basic	15.02	6.06	11.92	4.37
ii) Diluted	15.02	6.06	11.92	4.37

2. Covid-19 and its Impact

The Directors have been periodically reviewing with the Management, the impact of Covid-19 on the Business operations of the Company. The situation created by Covid-19 in the last two years has somewhat abated. However the Management continues to monitor the situation and is prepared to take any action that could arise due to any future waves of Covid in the best interest of all stakeholders of the Company.

3. Share Capital

The paid-up Equity Share Capital of the Company as on March 31, 2022 is 2,284.93 Lakhs comprising of 2,28,49,326 equity shares of T10 each.

During the year under review, your Company proposed issuing 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 Crore) to APL Apollo Mart Limited ("Acquirer”), a wholly owned subsidiary of APL Apollo Tubes Limited.

4. 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 2021-22.

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.

5. Transfers to reserves

The Company has not transferred / appropriated any amount to the General Reserve during the year ended March 31, 2022.

6. 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 T1.00/-(Rupees One) per fully paid up equity share of T10 (Rupees Ten) each of the Company for the year ended March 31, 2022.

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.

7. Preferential Warrants

Pursuant to the approval of the Board of Directors on 24th March, 2022 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 T750/- (Rupees Seven Hundred and Fifty ) per Warrant ("Warrant Price”), aggregating to T105,00,00,000/-/-(Rupees One Hundred and Five Crore) 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.

8. Particulars of Loans, Advances, Guarantees or Investments

Loans, Advances, Guarantees or Investments covered under Section 186 of the Companies Act, 2013 and Schedule V of the Listing Regulations, disclosure on particulars relating to Loans, Advances, Guarantees or Investments form part of the Notes to the financial statements provided in this Directors'' Report.

9. 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

There has been no material change and commitment, affecting the financial performance of the Company which occurred between the end of the Financial Year of the Company to which the financial statements relate and the date of this Report, except for the impact arising out of COVID-19.

10. 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. www.shankarabuildpro.com.

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.

11. Auditors and Audit Reports

(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 rules thereunder, Mr. K. Jayachandran, Practicing Company Secretary (ACS No. 11309 and Certificate of Practice No. 4031) was appointed as the Secretarial Auditor of the Company.

The Secretarial Audit Report for FY 2021-22 of the Company is appended as Annexure - II to the Directors'' Report.

The Annual Secretarial Compliance Report of the Company for FY 2021-22 signed by Mr. K. Jayachandran, Practicing Company Secretary is appended as Annexure - III to the Directors'' Report.

Pursuant to provisions of the Section 143(12) of the Companies Act, 2013, neither the Statutory Auditors nor the Secretarial Auditor has reported any incident of fraud to the Audit Committee and Risk Management Committee during the year under review.

12. 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

The Secretarial Audit Report does not contain any reservation, qualification or adverse remark, which calls for any further explanation.

13. 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, 2022 is in accordance with the Nomination and Remuneration Policy of the Company.

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.

14. Particulars of Remuneration to Employees

The details of remuneration to Employees, as required under Rule 5(2) read with Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are given in Annexure - V and form part of this Report.

15. Corporate Social Responsibility

In compliance with the provisions of Section 135 of the Companies Act, 2013, the Board has formed 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, environment sustainability, 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 brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - VI of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

During the year 2021-22, the Company has spent T52.14 Lakhs during the year under review.

The Company believes in spending on such activities which really benefit the targeted beneficiaries. During the year under review, the Company, while continuing to support its ongoing projects, has associated itself with few new projects to expand its CSR initiatives in a systematic manner.

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.

16. Management Discussion and Analysis Report

In terms of regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report on your Company''s performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, are forming part of this Directors'' Report as Annexure -VII.

17. Extract of Annual Return

Pursuant to the provisions of Section 36 of the Companies (Amendment) Act, 2017 notified effective from July 31, 2018 read with Section 92(3) of the Companies Act, 2013, the extract of the Annual Return in the prescribed form i. e Form MGT-7 is placed on the Company''s website at https://www.shankarabuildpro.com/financials.h tml#voting.

18. Key Consolidated Balance sheet information

The Consolidated Financial Statements of the Company and its Subsidiaries for the financial year ended March 31, 2022 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.

19. Capital Expenditure on tangible assets

This year, on a standalone basis, the Company incurred a capital expenditure of T17.56 Crores (Gross) as against T6.84 Crores (Gross) in the previous year.

On a consolidated basis, the capital expenditure stood at T20.72 Crores (Gross) for FY 2022 as against T14.44 Crores (Gross) for the previous year.

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

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

At the 26th Annual General Meeting (AGM) held on 29th July, 2021, the shareholders of the Company approved the following:

1. Re-appointment of Mr. Sukumar Srinivas (DIN: 01668064) as the Managing Director of the Company for a period of 5 years from April 1, 2021.

2. Reappointment of Mr. C. Ravikumar (DIN: 01247347) as the Whole-time Director of the Company for a period of 5 years from April 1, 2021.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are - Mr. Sukumar Srinivas, Promoter and Managing Director, Mr. Alex Varghese, Chief Financial Officer and Ms. Ereena Vikram, Company Secretary and Compliance Officer.

23. Declaration by Independent Directors

The Company has received necessary declaration from all the Independent Directors of the Company under the provisions of the Companies Act, 2013 that they meet the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (LODR) Regulations, 2015.

24. Board and Committee Meetings

The Board met six times viz. 30th April, 2021, 10th June, 2021, 9th August, 2021, 8th November, 2021, 2nd February, 2022 and 24th March, 2022 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 Audit Committee of the Board, 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, 2022, 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, 2022 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, 2022 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, 2022.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internaL, statutory and secretariaL auditors and externaL consuLtants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2021-22.

27. Human Resource

As of March 31, 2022 we have 730 employees on the payroll of the Company and 158 employees on the payroll of Subsidiaries. The following table sets forth the break-up function wise of employees of the Company:

Sr. No	Departments	No.of Employees
1.	Sales and Marketing	336
2.	Finance, Accounts and Administration	249
3.	Supply Chain	145
	Total	730

In addition to the employees listed above, we also engage contract labour to facilitate our processing operations. As of March 31, 2022, we engaged 118 contract workers in our Company and 49 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 applicable 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, 2022, 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.

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, 2022 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/PDF-P olicy%20on%20Criteria.pdf.

31. Corporate Governance and Shareholders'' Information

Pursuant to Regulation 34 of the Listing Regulations, a report on Corporate Governance for the financial year 2021-22 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

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/Risk% 20 Management%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 Financial Control and its Adequacy

The Company has in place an adequate internal financial control system with reference to financial statements and such internal financial controls are operating effectively and no deficiencies have been observed during the year under review.

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.

34. Whistle Blower/Vigil Mechanism

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 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 complaint of sexual harassment has been reported.

37. Deposits

The Company has not accepted any deposits covered under Chapter V of Companies Act, 2013 and also any other deposit which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.

38. Compliance with Secretarial Standards

During the year under review, the Company has complied with all the applicable Secretarial Standards 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:

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

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.

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

Sd/- Sd/-

Sukumar Srinivas C. Ravikumar

Place: Bengaluru Managing Director Whole-time Director

Date : May 16, 2022 DIN: 01668064 DIN: 01247347

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Mar 31, 2019

Dear Members,

The Directors have pleasure in presenting the Twenty Fourth Annual Report on the business and operations of your Company together with the Standalone and Consolidated Audited Financial Statements for the year ended March 31^st, 201 9.

1. Results of our operations (Rs. Crores, except as stated)

Particulars	Consolidated		Standalone
	Year Ended March 31, 2019	Year Ended March 31, 2018	Year Ended March 31, 2019	Year Ended March 31, 2018
Revenue from Operations	2,654.10	2,548.67	2,352.37	2,247.98
Other Income	4.43	0.64	3.93	0.64
Total Income	2,658.53	2,549.31	2,356.30	2,248.62
Other Expenditure	2,534.69	2,373.48	2,287.52	2,157.03
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	123.85	175.83	68.78	91.59
Depreciation and Amortization Expenses	18.62	13.59	9.02	4.98
Finance Cost	56.70	46.35	35.20	27.45
Profit before Tax (PBT)	48.53	115.90	24.56	59.17
Tax expense:
Current Year	12.84	38.15	7.47	21.54
Earlier Year	(0.73)	1.10	(0.60)	(0.27)
Deferred Tax	3.68	2.84	1.26	(0.36)
Profit After Tax (PAT)	32.74	73.80	16.43	38.25
Add: Other Comprehensive Income	(0.35)	0.10	(0.39)	0.04
Total Comprehensive Income	32.40	73.91	16.04	38.29
EARNING PER EQUITY SHARE (Face Value of Rs.10 each) i) Basic ii) Diluted	14.33 14.33	32.30 32.30	7.19 7.19	16.74 16.74

The Company recorded consolidated revenues of ^2,654.10 crores for the year ended 31^st March, 2019 representing a growth of 4% over the previous year. The Company recorded a consolidated EBITDA of Rs.123.85 crores and the EBITDA margins stood at 4.7%. We reported a PAT of Rs.32.74 crores.

Our standalone revenues increased by 4.6% and stood at ^2,352.37 crores for the year ended 31^st March, 2019. The standalone PAT stood at Rs.1 6.43 crores.

The first half of the previous financial year was very robust. However, the Company faced several headwinds in the second half including weak operating environment, natural calamities in South India and commodity price volatility. These impacted the performance of the Company for the year ended 31^st March, 2019.

2. Dividend

The Board subject to the approval of the members of the Company at the ensuing Annual General Meeting, recommends a dividend of Rs.1.50 per fully paid up equity share of Rs.10 each of the Company for the year ended 31^st March, 2019 as against Rs.3.25 per share for the previous year.

3. Key consolidated balance sheet information

In compliance with the applicable provisions of the Companies Act, 2013 ("Act") and regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") the Company has prepared consolidated financial statements and as per the applicable Accounting Standards issued by the Institute of Chartered Accountant of India.

The Audited Consolidated Financial Statements along with the Auditors'' Report have been annexed to the Annual Report.

4. Capital Expenditure on tangible assets

This year, on a standalone basis, we undertook a capital expenditure of Rs.32.55 Crores (Net) as against Rs.15.14 Crores (Net) in the previous year. On a consolidated basis, our capital expenditure stood at Rs.40.31 Crores (Net) for FY 2019 as against Rs.40.33 Crores (Net) for the previous year.

5. Particulars of loans, guarantees or investments

Loans, guarantees and investments covered under Section 1 86 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

6. Transfers to reserves

The Company transferred Rs. Nil from the Profit of the year towards reserve.

7. Nature of Business

There has been no change in the nature of business of the Company.

8. Particulars of contracts or arrangements made with related parties

During the financial year ended 31^st March, 2019, 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 were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR), 2015.

Further, the Company has not entered into any contract or arrangement or transaction with the related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. In view of the above, disclosure in FORM AOC-2 is not applicable.

Transactions with related parties, as per requirements of Indian Accounting Standard 24 are disclosed in the notes to accounts annexed to the financial statements. Your Company''s Policy on Related Party Transactions, as adopted by your Board, can be accessed on the Company''s website i.e www.shankarabuildpro.com.

9. Subsidiary Companies:

Shankara Building Products Limited has the following subsidiary companies

(i) Taurus Value Steel & Pipes Pvt. Ltd. - Having a tube & galvanized strip processing facility at Hyderabad.

(ii) Vishal Precision Steel Tubes & Strips Pvt. Ltd. Having a tube & cold rolled strip processing facility at Bengaluru.

(iii) Steel Network Holdings Pte. Ltd. - Wholly owned subsidiary, registered at Singapore, having an Indian colour coated roofing profiling subsidiary Centurywells Roofing India Pvt. Ltd.

(iv) Centurywells Roofing India Pvt. Ltd -Step-down, wholly owned subsidiary held through Steel Network Holdings Pte Limited primarily engaged in providing colour coated roofing products. It has processing facilities in Chennai, Bangalore, Coimbatore, Pune, Vijayawada and Hubli.

No new subsidiary was added and no company has ceased to be a Shankara Building Products Limited subsidiary during FY 201 8-19

The details in Form AOC-1 for each subsidiary is as per Annexure- I

10. 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.

11. Human Resource

As of March 31, 2019 we have 1,61 7 employees on the payroll of our Company and Subsidiaries. The following table sets forth the break-up as of March 31, 2019:

Sr. No	Departments	No. of Employees
1.	Sales and marketing	533
2.	Finance, Accounts and Administration	434
3.	Operations	441
4.	Supply Chain	229
	Total	1,617

In addition to the employees listed above, we also engage contract labour to facilitate our processing operations. As of March 31, 2019, we engaged 462 contract workers. Our Company is in compliance with the Contract Labour (Regulation and Abolition) Act, 1970, and the rules prescribed thereunder in this regard.

12. Directors'' Responsibility Statement

To the best of knowledge and belief and according to the information and explanations obtained by us, your Directors make the following statements in terms of Section 134(3)(c) and 1 34(5) of the Act, that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

ii. they 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 at the end of the financial year and of the profit of the Company for that period;

iii. they have 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively; and

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY.201 8-19.

13. 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.

B. Director retiring by rotation:

Mr. C. Ravikumar (DIN : 01247347), is liable to retire by rotation in terms of provisions of the Act at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends his re-appointment.

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.

The Board of Directors at its meeting held on 14^th August, 2018 has approved the appointment of Mr. B. Jayaraman as Independent Director of the Company for a period of five years subject to the approval of the shareholders at the ensuing Annual General Meeting.

On the recommendation of Nomination and Remuneration Committee, the Board of Directors at its meeting held on 9^th May, 2019 has approved the re-appointment of Mr. V. Ravichandar as Independent Director of the Company for a period of five years subject to the approval of the shareholders at the ensuing Annual General Meeting.

Pursuant to the provisions of section 149 of the Act, Mr. V. Ravichandar, Mr. Chandu Nair, Ms. Jayashri Murali and Mr. B. Jayaraman were appointed as Independent Directors of the Company.

All Independent Directors of the Company have given declarations to the Company under Section 149(7) of the Act that, they meet the criteria of independence as provided in Sub-Section 6 of Section 149 of the Act and also under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations)

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are Mr. Sukumar Srinivas, Managing Director, Mr. Siddhartha Mundra, Chief Executive Officer, Mr. Alex Varghese, Chief Financial Officer and Ms. Ereena Vikram, Company Secretary.

14.Number of meetings of the Board

During the year, 4 meetings of the Board of Directors were held and one meeting of Independent Directors was also held. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

15. Policy on directors'' appointment and remuneration and other details

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 formulated and adopted a Nomination and Remuneration policy which is disclosed on our website at i.e., www.shankarabuildpro.com

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

16. Internal financial control systems and their adequacy

The Company has in place adequate internal financial controls with reference to financial statements and no material reportable weakness was observed in the system during the year. The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

The Board has reappointed M/s GRSM & Associates, Chartered Accountants as Internal Auditor in the Board Meeting held on May 9, 2019.

17. Audit committee

The details pertaining to composition of the Audit Committee and terms of reference are included in the Corporate Governance Report, which forms part of this report.

18. Auditors

(i) Statutory Auditor: M/s. Sundaram & Srinivasan, Chartered Accountants, Chennai (Firm Registration No.004207S), were appointed as statutory auditors of the Company to hold office from the conclusion of this Annual General Meeting til I the conclusion of 29^th Annual General Meeting to be held during calendar year 2024. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Statutory Auditors of the Company.

Accordingly consent of the members is being sought for their appointment as the statutory auditors of the Company.

(ii) Secretarial Auditor: Mr. K. Jayachandran, Practicing Company Secretary (ACS No. 11309 and Certificate of Practice No. 4031) was appointed as the Secretarial Auditor of the Company to conduct Secretarial Audit of the Company for the Financial Year 2018-19 as required under Section 204 of the Companies Act, 2013 and the Rules made there under. The Secretarial Audit Report for FY 2018-19 is appended as Annexure - III to the Directors'' Report.

Pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, every listed entity and its material unlisted subsidiaries incorporated in India shall undertake secretarial audit and shall annex with its annual report, a secretarial audit report. The Annual Secretarial Compliance Report for FY 201 8-19 signed by Mr. K. Jayachandran, Practicing Company Secretary is appended as Annexure- IV to the Directors'' Report

19. Reporting of frauds

There was no instance of fraud 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 Rules framed thereunder.

20. Unclaimed Dividend of the previous years

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 (I EPF).

The details of the unpaid/ unclaimed dividend lying with the Company are available on the website of the Company i.e., www.shankarabuildpro.com.

21. 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 to the shareholders for the year under review are self-explanatory and does not need further explanation.

(ii) Secretarial Auditor''s Report

There are no qualifications, reservations or adverse remarks made by the Secretarial Auditor in his report.

22. Risk Management

In terms of regulation 179(b) of the Listing Regulations, the Board of Directors adopted a Risk Management Policy. The main objective of Risk Management Policy is to enable long term sustainable growth by creating a robust risk management framework involving identification, evaluation & management of risks by partnering with businesses and its associate functions.

The details of Risk Management are provided as a part of Management''s Discussion and Analysis which forms part of this report.

23. Corporate social responsibility

The Company has implemented various CSR projects directly and/or through implementing partners and the projects undertaken by the Company are in accordance with Schedule VII of the Act.

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - V of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

Reasons for not spending the amount earmarked for CSR Activities:

A sum of Rs.8.81 lakhs has remained unspent since some of the projects undertaken by the Company are multiyear in nature and therefore, further expenditure would be done in stages / ensuing years.

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which forms part of this report. The policy is available on the website of the Company www.shankarabuildpro.com.

24. Board Evaluation

The Companies Act and Listing Regulations relating to Corporate Governance contain provisions on evaluation of the performance of the Board and its Committees as a whole and Directors including Independent Directors, Non-Independent Directors and Chairperson individually. In pursuant thereof, Annual Evaluation of performance of the Board, working of its Committees, contribution and impact of individual directors has been carried out through a questionnaire for peer evaluation on various parameters.

25. Dividend Distribution Policy

As required under the Regulation 43A of the Listing Regulations, the Company has a Policy on Dividend Distribution. This Policy can be accessed on the Company''s website at www.shankarabuildpro.com

26. Extract of annual return

As per the provisions of Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the extract of the Annual Return in the Form MGT-9 is given in Annexure - VI forming part of this report.

27. Corporate Governance

As required under Regulation 34(3) of the Listing Regulations read with Schedule V (c) of the Listing Regulations, a report on Corporate Governance and the certificate as required under schedule V (e) of the Listing Regulations from Mr. K. Jayachandran, Practicing Company Secretary, regarding compliance of conditions of Corporate Governance are given in Annexure - VII & Annexure - VIII forming part of this report.

28. Management Discussion and Analysis Report

In terms of regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report on your Company''s performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, are forming part of this report.

29. Particulars of employees

The details of remuneration to Employees, as required under Rule 5(2) read with Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended are given in Annexure-IX and form part of this Report.

30. 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.

31. Deposits from public

The Company has not accepted any deposits covered under Chapter V of Companies Act, 2013 and also any other deposit which is not in compliance with the requirements of Chapter V of the Companies Act, 2013.

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

Conservation of energy:

The particulars as prescribed under Section 134 of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo are enclosed in the Annexure X 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 and outflow during the year.

33. Disclosure as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

As per the requirement of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder, your Company has framed a Policy on prevention, prohibition and redressal of sexual harassment at workplace and constituted Internal Complaints Committee having designated members to redress complaints regarding sexual harassment. During the year under review, no complaint of sexual harassment has been reported.

34. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future;

No significant or material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

35. 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.

36. Whistle Blower Policy

The Company in compliance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations has established a Whistle Blower policy / Vigil Mechanism for the Directors and Employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the company''s Code of Conduct or Ethics Policy. The Company has a vigil mechanism process wherein the employees are free to report violations of laws, rules, regulations or unethical conduct.

The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The whistle blower policy of the Company is disclosed on our website i.e., www.shankarabuildpro.com

Acknowledgement

Your Directors place on record their sincere appreciation for the significant contribution made and services rendered by employees of the Company with dedication and commitment at all levels which has been critical for the Company''s success.

Your Directors take this opportunity to thank Clients, Bankers, Vendors, Shareholders and Investors at large for their valuable co-operation and continued support.

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

For and on behalf of the Board of Directors

Sd/- Sd/-

Sukumar Srinivas C. Ravikumar

Date: Bengaluru Managing Director Whole-time Director

Place: May 9^th, 2019 DIN: 01668064 DIN: 01247347

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Mar 31, 2018

Dear Members,

The Directors have pleasure in presenting the Twenty Third Annual! Report on the business and operations of your Company together with the Standalone and Consolidated Audited Financial Statements for the year ended March 31^st, 2018.

1. Results of our operations (Rs. in Crores, except as stated)

Particulars	Consolidated		Standalone
	Year Ended March 31,2018	Year Ended March 31,2017	Year Ended March 31,2018	Year Ended March 31, 2017
Revenue from Operations	2,548.67	2,310.14	2,247.98	1,976.04
Other Income	0.64	0.68	0.64	0.90
Total Income	2,549.31	2,310.82	2,248.62	1,976.94
Other Expenditure	2,373.48	2,158.58	2,154.08	1,910.68
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	175.83	152.24	91.59	63.64
Depreciation and Amortization Expenses	13.59	11.41	4.98	4.02
Finance Cost	46.35	50.62	27.44	29,11
Profit before Tax (PBT)	115.89	90.21	59.17	30.51
Tax expense:
Current Year	38.15	28.94	21.54	11.47
Earlier Year	1,10	0.22	(0.27)	0.26
Deferred Tax	2.84	2.27	(0.36)	(0.52)
Profit After Tax (PAT)	73.80	58.78	38.25	19.30
Add: Other Comprehensive Income	0.10	(0.13)	0.04	0.00
Total Comprehensive Income	73.90	58.65	38.29	19.30
EARNING PER EQUITY SHARE (Face Value of no each) i) Basic ii) Diluted	32.29 32.29	26.87 26.87	16.74 16.74	8.83 8.83

Our Company operates along three business segments - retail, enterprise and channel. Retail segment comprises sales to home owners, professional customers (such as architects and contractors) and small enterprises through our extensive network of 129 retail outlets. Enterprise sales are primarily to large end users, contractors and OEMs, Channel sales cater to dealers and other retailers through our branch network.

We are pleased to report that Company recorded consolidated revenues of Rs.2,548,67 crores for the year ended 31^st March, 2018 representing a growth of 10.33% over the previous year. The Company recorded a consolidated EBITDA of Rs.175.83 crores and the EBITDA margins stood at 6.9%. We reported the highest ever consolidated PAT in our history at *73.80 crores. The PAT grew by 26% as compared to the previous year.

We added 23 stores to our retail store network and increased our retail store footprint to 129 stores. Our stores are now spread over an area of 5,05,034 sqft. We also took over store operations of two retail firms in Chennai and Bangalore. We added capacity of 9,200 tons in our processing vertical.

Our standalone revenues increased by 14% and stood at 72,247.98 crores for the year ended 31^st March, 2018. The standalone PAT grew by 98% and stood at £38.25 crores. Given the presence of the Company across the value chain, the consolidated financials of the Company reflect the overall performance of the Company.

2. Dividend

The Board has, subject to the approval of the members at the ensuing Annual General Meeting , recommended dividend of 73.25 per fully paid up equity shares of Rs. 10 each of the Company for the year ended 31 March, 2018 as against 72.75 for the previous year.

3. Key consolidated balance sheet information

In compliance with the applicable provisions of the Companies Act, 2013 (“Act”) and regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) the Company has prepared consolidated financial statements and as per the applicable Accounting Standards issued by the Institute of Chartered Accountant of India.

The audited consolidated financial statements along with the Auditors’ Report have been annexed to the Annual Report.

Our overall consolidated bank debt levels stood at 7247.86 crors as on 31 st March, 2018 with a D:E ratio of 0.54. Our credit ratings have improved to A-as per credit rating issued by CRISIL. Last year has seen a higher utilization of working capital on account of un-availed GST input tax credit. The takeover of stores has also increased the working capita] intensity while having not contributed materially to the profitability of the business.

4. Capital Expenditure on tangible assets

This year, on a standalone basis, we undertook a capital expenditure of 715.43 Crores as against 712.18 Crores in the previous year. On a consolidated basis, our capital expenditure stood at 739.64 Crores for FY 2018 as against 736.69 Crores for the previous year.

5. Particulars of loans, guarantees or investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

6. Transfers to reserves

No transfer to reserves has been done in FY 2018.

7. Nature of Business

There has been no change in the nature of business of the Company.

8. Particulars of contracts or arrangements made with related parties

During the financial year ended 31^st March, 2018, 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 were in compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (LODR), 2015.

Further, the Company has not entered into any contract or arrangement or transaction with the related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

In view of the above, disclosure in FORM AOC-2 is not applicable. The related party transaction policy as approved by the Board is available on the website of the Company i.e www.shankarabuildpro.com

9. Subsidiary Companies

Shankara Building Products Limited has the following subsidiary companies

1. Taurus Value Steel & Pipes Pvt. Ltd. - Having a tube & galvanized strip processing facility at Hyderabad.

2. Vishal Precision Steel Tubes & Strips Pvt. Ltd. -Having a tube & cold rolled strip processing facility at Bangalore.

3. Steel Network Holdings Pte. Ltd. - Wholly owned subsidiary, registered at Singapore, having an Indian colour coated roofing profiling subsidiary Centurywelis Roofing India Pvt. Ltd.

4. Centurywells Roofing India Pvt. Ltd - Step-down, wholly owned subsidiary held through Steel Network Holdings Pte Limited primarily engaged in providing colour coated roofing products. It has processing facilities in Chennai, Bangalore, Coimbatore, Pune, Vijayawada and Hubli.

No new subsidiary was added and no company has ceased to be a Shankara Building Products Limited subsidiary during FY 2017-18

The details in Form AOC1 for each subsidiary is as per Armexure-1

10. 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, qualify 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.

11. Human Resource

As of March 31, 2018 we had 1,571 employees on the payroll of our Company and Subsidiaries. The following table sets forth the break-up as of March 31, 2018

Sr. No	Departments	No.of Employees
1.	Sales and marketing	498
2.	Finance, accounts and administration	415
3.	Operations	446
4.	Supply Chain	212
	Total	1,571

In addition to the employees listed above, we also engage contract labourers to facilitate our processing operations. As of March 31, 2018, we engaged 776 contract workers. Our Company is in compliance with the Contract Labour (Regulation and Abolition) Act, 1970, and the rules prescribed thereunder in this regard.

12. Directors’ Responsibility Statement

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

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they 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 at the end of the financial year and of the profit of the Company for that period;

iii. they have 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of Internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company’s internal financial controls were adequate and effective during FY.2017-18

13. 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 six Directors, of which three are Independent Directors.

B. Director retiring by rotation:

Mr. RSV. Siva Prasad, Director, is liable to retire by rotation in terms of provisions of the Act at the ensuing Annual General Meeting of the Company and being eligible, offers himself for re-appointment The Board recommends his re-appointment

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.

Pursuant to the provisions of section 149 of the Act, Mr. V. Ravichandar, Mr. Chandu Nair and Ms. Jayashri Murali were appointed as independent directors of the Company. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are -Mr. Sukumar Srinivas, Managing Director, Mr. Siddhartha Mundra , Chief Executive Officer (w.e.f 9th June, 2017) Mr. Alex Varghese, Chief Financial Officer and Ms. Ereena Vikram, Company Secretary,

14. Number of meetings of the Board

Seven meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

15. Policy on directors’ appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

The Company has formulated and adopted a nomination and remuneration policy which is disclosed on our website at http://shankarabuildpro.com/inveteorrelatians

16. Internal financial control systems and their adequacy

The Company has in place adequate internal financial controls with reference to financial statements and no material reportable weakness was observed in the system during the year. The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report The Board has reappointed M/s GRSM Associates, Chartered Accountants as Interna! Auditor in the Board Meeting held on May 10, 2018.

17. Audit committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

18. Auditors

(i) Statutory Auditor: M/s Haribhakti & Co., LLP (Firm Registration No. 103523W/W100048), were appointed as statutory auditors of the Company to hold office from the conclusion of this Annual General Meeting till the Conclusion of 24th Annual General Meeting to be held during calendar year 2019 (F.Y 2018-19). They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Statutory Auditors of the Company.

(ii) Secretarial Auditor: Mr. K. Jayachandran, Practicing Company Secretary (ACS No. 11309 and Certificate of Practice No. 4031) was appointed as the Secretarial Auditor of the Company to conduct Secretarial Audit of the Company for the Financial Year 2017-18 as required under Section 204 of the Companies Act, 2013 and the Rules made there under. The Secretarial Audit Report for FY 2017-18 is appended as Annexure It to the Directors’ Report.

19. 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 the Company had not filed its Foreign Liabilities and Assets {FLA return) as per the provisions of Foreign Exchange Management Act, 1999 with respect to overseas investment in Steel Network Holdings Pte Ltd Singapore during the financial year. The Board of Directors wish to clarify that they have instructed the management to take necessary steps to resolve this matter in consultation with the authorized dealer.

20. Risk Management

In terms of regulation 179(b) of the Listing Regulations, the Board of Directors adopted a Risk Management Policy. The main objective of Risk Management Policy is to enable long term sustainable growth by creating a robust risk management framework involving identification, evaluation & management of risks by partnering with businesses and its associate functions.

21. Corporate social responsibility

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report. The policy is available on the website of the Company http://www.shankarabuildpro.com/investor relations.

22. Board Evaluation

The Board in its earlier meeting on 30^!h January, 2018 discussed all parameters for Board evaluation. They developed a questionnaire for reviewing all sub-committees performance. These include Audit & Risk Management Committee, Nomination & Remuneration, Whistle Blower, Sexual Harassment, Corporate Social Responsibility, Stakeholders Relationship and Corporate Governance Committee. Another questionnaire was prepared for Board evaluation. This includes self appraisal of Independent Directors and their peers on the Board. The Board decided to do a full evaluation in the year 2018-19.

23. Business Responsibility Report

Your Directors are pleased to inform you that Shankara is now ranked in the top 500 listed entities based on market capitalization. Regulation 34(2) of the SEBI (Listing Requirement & Obligations), 2015 interalia, provides that the annual reports of the top 500 listed entities, based on market capitalization (calculated as on March 31st of every financial year), shall include a Business Responsibility Report as detailed in Annexure IV. The Board has advised the management to work towards fulfilling these requirements at the earliest.

24. Dividend Distribution Policy

Regulation 43A of SEBI (Listing Obligation and Disclosure Requirements) Regulation, 2015, mandates top 500 listed companies based on their market capitalization to formulate a Dividend Policy. In compliance with this, the Board has formulated a policy that will provide clarity to the stakeholders on the dividend distribution framework of the Company. The dividend distribution policy is attached as Annexure V to this report and is also available on the website of the Company www.shankarabuildpro.com

25. Extract of annual return

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format (MGT-9) is appended as Annexure VI to the Directors’ Report

26. Corporate Governance

The Company has complied with the requirements of corporate governance, A report on corporate governance has been enclosed in the annexure to this report.

As per regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from Mr. K.Jayachandran, Company Secretary on compliance with corporate governance norms under the Listing Regulations, is given as Annexure Vi!

27. Management Discussion and Analysis Report

In terms of regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report on your Company’s performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, are presented of this Annual Report.

28. Particulars of employees

The ratio of the remuneration of each director and key managerial personnel (KMP) to the median employees’ remuneration as per section 197(12) of the Act read with Rule 5(1) and (3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are provided in Annexure VIII which forms part of the Board Report.

Further, particulars of employees pursuant to Rule 5(2) and 5(3) of the above Rules, form part of this report.

Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

29. 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.

30. Deposits from public

The Company has not accepted any deposits as defined in the Act and rules framed thereunder, during the year under review. Further, there is no deposit which is remaining unclaimed or unpaid as at the end of the year.

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

The information pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are enclosed in the Annexure IX 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 and outflow during the year.

32. Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has in place, policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of “The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013”. All women employees are covered under this policy. The Company has not received any complaints during the year.

33. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future;

No significant or material orders have been passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

34. 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.

35. Vigil Mechanism

The Company in compliance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations has established a Whistle Blower policy / Vigil Mechanism for the directors and employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the company’s Code of Conduct or Ethics Policy, The Company has a vigil mechanism process wherein the employees are free to report violations of laws, rules, regulations or unethical conduct.

Protected Disclosure against the Whistle Blower and Ethics Officer should be addressed to the Chairman of the Audit & Risk Management Committee.

“The Chairman of the Audit & Risk Management Committee, Shankara Building Products Limited G-2, Farah Winsfbrd, 133 Infantry Road, Bangalore - 560 001”

The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The whistle blower pot icy of the Company is disclosed on our website at the below link:- http://shankarabuildpro.com/investor relations

Acknowledgement

Your Directors acknowledge the co-operation extended by the employees and business associates of the Company and thank them for their services and continued support. Your Directors would particularly like to acknowledge & thank our bankers namely Citibank, Kotak Mahindra Bank Ltd, Indusind Bank Ltd, Standard Chartered Bank, Axis Bank Ltd, IDFC Bank and Federal Bank Ltd.

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

For and on behalf of the Board of Directors

Sd/- Sd/-

Sukumar Srinivas C. Ravikumar

Date: May 10,2018 Managing Director Whole-time Director

Place: Bengaluru DIN: 01668064 DIN: 01247347

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Mar 31, 2017

DIRECTORS'' REPORT

To the Members,

The Directors take pleasure in presenting the 22nd Annual Report on the business and operations of the Company along with the standalone and consolidated financial statements for the year ended March 31st, 2017.

Overview

We are one of the leading organized retailers of home improvement and building products in India, operating under the brand name Shankara BuildPro. As on March 31, 2017, we operated 106 Shankara Build Pro stores spread across 9 states and 1 union territory in India. We cater to a large customer base across various end-user segments in urban and semi-urban markets through our multi-channel sales approach, processing facilities, supply chain and logistics capabilities.

Our retail operations are strategically suited to benefit from growth in housing demand, large market for home improvement, and increasing customer involvement in home solution decisions which have created a need for organized specialty home improvement and building product stores. Our growth is further driven by our ability to make available an assortment of quality products under a trusted corporate brand built over two decades. Our staff creates awareness about products and applications, and guide customers'' purchase decisions. We also provide delivery and facilitate installation services for select product categories.

We serve home owners and professional customers (architects and contractors) through our retail outlets. We offer a comprehensive range of products at our stores including structural steel, cement, TMT bars, hollow blocks, pipes and tubes, roofing solutions, welding accessories, primers, solar heaters, plumbing, tiles, sanitary ware, water tanks, plywood, kitchen sinks, lighting and other allied products. We offer over 70 product categories spanning over 20,000 SKUs. Shankara now serves as a complete one stop shop for home improvement and building products requirements.

Brief history

Our Company was incorporated in 1995. We started primarily in the construction material segment with focus on steel. Over a period of time we entrenched our presence in South India. The business grew significantly to Rs.100 cr in revenues by 2003. We then added another business segment whereby in addition to selling to end customers, we started selling to the channel and to other dealers and retailers. In 2006, we commenced our retail operations by starting our first retail store in Bengaluru Over the course of next few years by 2010, the retail footprint expanded across South and West India. We also started selling our own private label brands like Taurus, Prince Galva and Loha. In 2015, we further expanded our product segments to include a wide variety of products. We also expanded our customer categories to include home owners, architects and contractors.

We believed that we had reached a stage in the evolution of our Company whereby to further expand our horizons we need to go public. We initiated the IPO process and faced an unanticipated challenge in the form of demonetization of bank notes in November 2016. Retail trade and building material sector were expected to be significantly impacted by this move. Despite falling at the intersection of these sectors, the resilience of our business model stood us well. We were able to grow our revenues and profitability even during these tumultuous times. On 5th April, 2017, we got listed on the Indian stock exchanges. Our IPO received good response from all categories of investors including institutional, HNI and retail. Our anchor book allocation also saw participation from some of the prestigious investors. Our IPO was oversubscribed 40.8x (net of anchor allocation) and we received over 1 million applications. We extend a warm welcome to all our shareholders.

Our Company operates along three business segments - retail, enterprise and channel. Retail segment comprises sales to home owners, professional customers (such as architects and contractors) and small enterprises through our extensive network of 106 retail outlets. Enterprise sales are primarily to large end users, contractors and OEMs. Channel sales cater to dealers and other retailers through our branch network.

1. Results of our operations

(Rs,,in Crores, except as stated)

Particulars	Consolidated Standalone
	Year Ended March 31, 2017	Year Ended March 31, 2016	Year Ended March 31, 2017	Year Ended March 31, 2016
Revenue from Operations	2,310.14	2,035.92	1,976.04	1,774.25
Other Income	0.29	0.72	0.53	0.82
Total Income	2,310.43	2,036.64	1,976.57	1,775.07
Operating Expenditure	2,155.77	1,916.35	1,910.68	1,724.15
Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)	154.66	120.29	65.89	50.92
Depreciation and Amortization Expenses	11.41	9.51	4.02	3.26
Finance Cost	50.75	46.01	29.24	29.11
Profit before Tax (PBT)	92.51	64.76	32.63	18.56
Tax expense:
Current Year	28.94	20.57	11.47	6.54
Earlier Year	0.23	0.35	0.26	0.22
Deferred Tax	3.06	3.10	0.21	0.98
Profit After Tax (PAT)	60.28	40.74	20.69	10.81
EARNING PER EQUITY SHARE (Face Value of Rs, 10 each) i) Basic ii) Diluted	27.55 27.55	18.62 18.62	9.46 9.46	4.94 4.94

We are pleased to report that the consolidated revenues of the Company have grown by 13.4% in FY 2017. The underlying revenue mix has also changed. Our retail sales grew by 21% in FY 2017 while the enterprise segment grew by 1 6% and the channel segment was broadly flat. In-line with the changing revenue mix, the profitability of the Company has also improved. The consolidated EBITDA of the Company increased from Rs, 120.29 cr in FY 2016 to Rs, 154.66 cr in FY 2017, a growth of 28.6%. THE EBITDA margins expanded from 5.9% to 6.7%. PAT growth was even higher at 48.0% growing from Rs, 40.74 cr in FY 2016 to Rs, 60.28 cr in FY 2017. We have recorded the highest ever PAT in our history in FY 2017.

The standalone revenues of the Company have increased by 11.4% with EBITDA growing by 29.4% and PAT by 91.4%. Given the significant integration across the value chain, the consolidated numbers of the Company reflect the overall financial performance of the Company.

2. Dividend

Based on Company''s performance, the directors are pleased to recommend for approval of the members a dividend of '' 2.75 per equity share.

3. Key consolidated balance sheet information

We recorded strong profitability in FY 2017 with ROE expanding from 14.9% to 18.8% in FY 2017. Our working capital efficiency improved from 48 days to 45 days. Our Debt: EBITDA ratio reduced from 1.83x to 1.42x.

4. Capital Expenditure on tangible assets

Metric (Figures in Rs, Crores)	Consolidated
	Year Ended March 31, 2017	Year Ended March 31, 2016
Net Worth	393.74	291.14
Net Debt *	223.61	222.68
Net Block	244.98	219.28
Net Working Capital
Debtors	312.30	281.04
Inventory	279.45	255.88
Creditors	261.01	233.81
Net Working Capital Days	45	48
Debtor days	44	46
Inventory days	49	50
Creditor days	48	48
* * E O R	1 8.8%	14.9%

(*: Net debt figure does not include cash from the IPO proceeds)

(**Note: Since the IPO proceeds were recorded in the books only on March 31, 2017, the same has not been considered for the calculation of these ratios)

This year, on a standalone basis, we undertook a capital expenditure of Rs, 10.74 Crores as against Rs, 11.41 Crores in the previous year. On a consolidated basis, our capital expenditure stood at Rs, 35.73 Crores for FY 2017 as against Rs, 38.02 Crores for the previous year.

5. Particulars of loans, guarantees or investments

Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the Notes to the financial statements provided in this Annual Report.

6. Transfers to reserves

The Company transferred Rs, 60.27 Crores from the Profit of the year towards reserve. In addition, an amount of Rs, 41.32 Crores (net of share issue expenses) was transferred from the IPO proceeds to the Securities Premium Reserve.

7. Particulars of contracts or arrangements made with related parties

Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2, is appended as Annexure I to the Board''s Report.

8. Subsidiary Companies

Shankara Building Products Limited has the following subsidiary companies

1. Taurus Value Steel & Pipes Pvt. Ltd. - Having a tube & galvanized strip processing facility at Hyderabad.

2. Vishal Precision Steel Tubes & Strips Pvt. Ltd. -Having a tube & cold rolled strip processing facility at Bengaluru.

3. Steel Network Holdings Pte. Ltd. - Wholly owned subsidiary, registered at Singapore, having an Indian colour coated roofing profiling subsidiary Centurywells Roofing India Pvt. Ltd.

4. Centurywells Roofing India Pvt. Ltd -Step-down, wholly owned subsidiary held through Steel Network Holdings Pte Limited primarily engaged in providing colour coated roofing products. It has processing facilities in Chennai, Bengaluru, Coimbatore, Pune, Vijayawada and Hubli.

No new subsidiary was added and no company has ceased to be a Shankara Building Products Limited subsidiary during FY 2016-17.

The details in Form AOC1 for each subsidiary is as per Annexure II

9. 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.

10. Human Resource

As of March 31, 2017, we had 1,381 permanent employees on the payroll of our Company and Subsidiaries. The following table sets forth the break-up as of March 31, 2017

Sr. No	Departments	No.of Employees
1.	Sales and marketing	435
2.	Finance, accounts and administration	281
3.	Operations	491
4.	Supply Chain	174
	Total	1381

In addition to the employees listed above, we also engage contract labourers to facilitate our processing operations. As of March 31, 2017, we engaged 714 contract workers. Our Company is in compliance with the Contract Labour (Regulation and Abolition) Act, 1970, and the rules prescribed there under in this regard.

11. Directors'' Responsibility Statement

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

i. in the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

ii. they 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 at the end of the financial year and of the profit of the Company for that period;

iii. They have 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;

iv. they have prepared the annual accounts on a going concern basis;

v. they have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, including audit of internal financial controls over financial reporting by the statutory auditors, and the reviews performed by management and the relevant board committees, including the audit committee, the board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2016-17.

12. Directors & key managerial personnel

Pursuant to the provisions of section 149 of the Act, Mr. V. Ravichandar, Mr. Chandu Nair and Ms. Jayashri Murali were appointed as independent directors of the Company. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and there has been no change in the circumstances which may affect their status as independent director during the year. Mr. Siddhartha Mundra was appointed as Nominee Director.

Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are -Mr. Sukumar Srinivas, Managing Director, Mr. Alex Varghese, Chief Financial Officer and Ms. Ereena Vikram, Company Secretary (w.e.f 8th September, 2016).

13.Number of meetings of the Board

Six meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.

14. Policy on directors'' appointment and remuneration and other details

The Company''s policy on directors'' appointment and remuneration and other matters provided in section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of this report.

The Company has formulated and adopted a nomination and remuneration policy which is disclosed on our website at http://shankarabuildpro.com/corporate_info.html

15. Internal financial control systems and their adequacy

The details in respect of internal financial control and their adequacy are included in the management discussion & analysis, which forms part of this report.

The Board has reappointed M/s GRSM Associates, Chartered Accountants as Internal Auditor in the Board meeting dated 5th May 2017 for the financial year 2017-18.

16. Audit committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

17. Auditors

(i) Statutory Auditor: M/s Haribhakti & Co., LLP (Firm Registration No. 103523W/ W100048), were appointed as statutory auditors of the Company to hold office from the conclusion of this Annual General Meeting till the Conclusion of 24th Annual General Meeting to be held during calendar year 2019 (F.Y

2018-19). They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and the Rules framed there under for reappointment as Statutory Auditors of the Company. The Directors recommend the ratification of appointment of M/s Haribhakti & Co., LLP, Chartered Accountants, as Statutory Auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the 24th Annual General Meeting to be held in the year 2019.

(ii) Secretarial Auditor: Mr. K. Jayachandran, Practicing Company Secretary (ACS No. 11309 and Certificate of Practice No. 4031) was appointed as the Secretarial Auditor of the Company to conduct Secretarial Audit of the Company for the Financial Year 2016-17 as required under Section 204 of the Companies Act, 2013 and the Rules made there under. The Secretarial Audit Report for FY 2016-17 is appended as Annexure III to the Directors'' Report.

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

(i) Statutory Auditor''s report

There are no disqualifications, reservations, adverse remarks or disclaimers in the auditor''s report.

(ii) Secretarial Auditor''s Report

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark made by Secretarial Auditor.

19. Risk Management

Risk is an integral part of any business. The Company has a risk management framework that helps identify, monitor and take preventive measures to mitigate any adverse fall out of these risks or take advantage of risks that could prove beneficial to the Company.

20. Corporate social responsibility

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report. The policy is available on the website of the Company (URL: http://www.shankarabuildpro.com/corporate_info.htm l)

21. Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual directors and found satisfactory.

22. Extract of annual return

In accordance with Section 134(3) (a) of the Companies Act, 2013, an extract of the Annual Return in the prescribed format (MGT-9) is appended as Annexure V to the Board''s Report.

23. Corporate Governance

The Company has complied with the requirements of corporate governance. A report on corporate governance has been enclosed in the annexure to this report.

Even during the course of the Company transitioning from an unlisted to a listed entity, the Company has followed good Corporate Governance standards as per the listing regulation.

As per regulation 34 of the Listing Regulations, a separate section on corporate governance practices followed by your Company, together with a certificate from Mr. K.Jayachandran, Company Secretaries, on compliance with corporate governance norms under the Listing Regulations, is given from page no. 45 onwards.

24. Management Discussion and Analysis Report

In terms of regulation 34 of the Listing Regulations, the Management Discussion and Analysis Report on your Company''s performance, industry trends and other material changes with respect to your Company and its subsidiaries, wherever applicable, are presented from page 40 of this Annual Report

25. Particulars of employees

The information required under section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name of the Director	Ratio to median remuneration
Mr.Sukumar Srinivas	55.7x
Mr.C.Ravikumar	23.2x
Mr. RSV Siva Prasad	18.5x

b. The percentage increase in remuneration of each director, chief financial officer and company secretary in the financial year:

Directors, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Sukumar Srinivas	15%
Mr. C Ravikumar	14%
Mr. RSV Sivaprasad	13%
Mr. Alex Varghese	14%
Ms. Ereena Vikram	Appointed with effect from 8th September 2016

c. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms remuneration is as per the remuneration policy of the Company.

d. The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

26. 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.

27. Deposits from public

There are no deposits from Public.

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

The information pursuant to Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of the Companies (Accounts) Rules, 2014, in respect of conservation of energy, technology absorption and foreign exchange earnings and outgo are enclosed in the Annexure VI to the Directors'' report.

Technology absorption, adaption 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 and outflow during the year.

29. Disclosure under the sexual harassment of women at workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has in place, policy on Prevention, Prohibition and Redressal of Sexual Harassment for women at workplace in accordance with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees are covered under this policy. The Company has not received any complaints during the year.

30. The details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future;

No significant or material orders has been passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future.

31. 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.

32. Vigil Mechanism

The Company in compliance with Section 177 of the Companies Act, 2013 and Regulation 22 of SEBI Listing Regulations has established a Whistle Blower policy / Vigil Mechanism for the directors and employees to report genuine concerns or grievances about unethical behavior, actual or suspected fraud or violation of the company''s Code of Conduct or Ethics Policy. The Company has a vigil mechanism process wherein the employees are free to report violations of laws, rules, regulations or unethical conduct.

Protected Disclosure against the Whistle Blower and Ethics Officer should be addressed to the CEO & MD of the Company and the Protected Disclosure against the CEO & MD of the Company should be addressed to the Chairman of the Audit Committee.

"The Chairman of the Audit Committee,

Shankara Building Products Limited G-2, Farah Winsford, 133 Infantry Road,

Bengaluru - 560 001"

The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice. The whistle blower policy of the Company is disclosed on our website at the below link:-

http://shankarabuildpro.com/corporate_info.html

ACKNOWLEDGEMENT

Your Directors acknowledge the co-operation extended by the employees & business associates of the Company and thank them for their services and continued support. Your Directors would particularly like to acknowledge & thank our Bankers Citibank, Kotak Mahindra Bank Ltd., IndusInd Bank Ltd, Standard Chartered Bank & IDBI Bank Ltd.

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

For and on behalf of the Board of Directors

June 19, 2017 Sukumar Srinivas

Bengaluru Managing Director