Dear Members,

Your directors have the pleasure of presenting their Seventh (07th) Annual Report on the business and operations of the company together with the audited financial statements of the Company for the financial year ended 31st March, 2026.

FINANCIAL HIGHLIGHTS

The financial statements of the Company for the Financial Year ended 31st March 2026 have been prepared in accordance with the applicable Accounting Standards (AS).

The standalone and consolidated financial highlights of your Company for the Financial Year ended 31st March 2026 are summarised as follows:

(Rs in Lakhs)

COMPANY PERFORMANCE

Standalone

During the year under review, the standalone revenue from operations increased to Rs17,181.32 lakhs from Rs11,192.13 lakhs in the previous year, registering a growth of 53.52%.

The profit for the year stood at Rs1,617.07 lakhs as against Rs971.59 lakhs in the previous year, registering a growth of 66.43%.

The Earnings Per Share (EPS) for the year stood at Rs18.87 per share, compared to Rs12.43 per share in the previous year.

Consolidated

During the year under review, the consolidated revenue from operations increased to Rs17,442.15 lakhs from Rs11,380.54 lakhs in the previous year, registering a growth of 53.26%.

The profit for the year stood at Rs1,623.49 lakhs as against Rs947.15 lakhs in the previous year, registering a growth of 71.48%.

The Earnings Per Share (EPS) for the year stood at Rs18.94 per share, compared to Rs12.18 per share in the previous year.

DIVIDEND

The Board of Directors, after considering the financial performance and future business requirements of the Company, has decided not to recommend any dividend on the equity shares of the Company for the financial year ended 31st March 2026. Accordingly, no dividend is proposed to be paid for the financial year under review.

Dividend Distribution Policy – SEBI Regulation 43A

In accordance with Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Dividend Distribution Policy is not applicable to the Company, as it does not fall within the top thousand listed entities by market capitalization.

TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the year under review, the provisions of Section 125(2) of the Companies Act, 2013 do not applicable, as no dividend has been declared or paid in the last seven years Consequently, the Company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by the Central Government under Section 125(e) of the Companies Act, 2013, as there are no unclaimed amounts outstanding for a period of seven years from the date it became due for repayment.

TRANSFER TO RESERVES

During the year under review, no amount was transferred to any specific reserve. The balance of Reserves and Surplus as at 31st March 2026 stood at Rs6,587.21 lakhs as compared to Rs5,000.72 lakhs as at 31st March 2025.

SHARE CAPITAL & CHANGES IN SHARE CAPITAL

Authorised Share Capital:

The Authorised Share Capital of the Company for the financial year ended 31st March 2026 is Rs 13,00,00,000/- divided into 1,30,00,000 equity shares of Rs10/- each.

During the year, the authorised share capital of the company has been increased from Rs 10,00,00,000/- comprising of 1,00,00,000 Equity Shares of Rs 10/- each to Rs 13,00,00,000/- comprising of 1,30,00,000 Equity Shares of Rs 10/- each with the approval of members through postal ballot. Form SH-7 in respect of the increase in authorised share capital was filed with the Registrar of Companies on 12th March 2026.

Paid-up-Share Capital:

The paid-up share capital of the company for the financial year ended 31st March 2026 is Rs 8,57,04,000/- divided into 85,70,400 equity shares of Rs 10/- each.

During the financial year under review, there has been no change in the paid-up share capital of the company.

As on 31st March 2026, all the Equity Shares of the company are held in dematerialized form and traded electronically, except for 1000 Equity Shares held in physical form by a shareholder.

The Company has not issued any Equity Shares with differential voting rights, sweat equity shares, or employees stock options, and has not bought back any of its shares during the year. Accordingly, no disclosures are required under Rule 4(4), Rule 8(13), Rule 12(9), and Rule 16(4) of the Companies (Share Capital and Debenture) Rules, 2014 read with Section 62 of the Companies Act, 2013.

SUBSIDIARIES AND JOINT VENTURES

During the year under review, the Board of Directors and the Audit Committee, at their respective meetings held on 1st September, 2025, approved the proposal for divestment of the Company's 100% equity stake in Srivari Supply Chain Private Limited. The Members of the Company, at the 6th Annual General Meeting held on 30th September, 2025, approved the proposed sale of the Company's entire equity stake in Srivari Supply Chain Private Limited.

Pursuant to the aforesaid approval, the Company disposed of its entire 100% equity stake in Srivari Supply Chain Private Limited by transferring 10,000 equity shares on 11th October, 2025 for an aggregate consideration of Rs61,50,000/- (Rupees Sixty-One Lakhs Fifty Thousand only). Out of the said shares, 2,000 equity shares were transferred to Mr. Narayan Das Rathi for a consideration of Rs12,30,000/- and 8,000 equity shares were transferred to Mrs. Neihaa Rathi for a consideration of Rs49,20,000/-.

Accordingly, Srivari Supply Chain Private Limited ceased to be a subsidiary of the Company with effect from 11th October, 2025.

REPORT ON PERFORMANCE AND FINANCIAL POSITIONS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

The statement containing the salient features of the financial statements of the subsidiary, pursuant to sub-section 3 of Section 129 of the Companies Act, 2013, in Form AOC-1, is herewith annexed to this report and marked as Annexure – I. The statement also provides the details of the performance and financial position of the subsidiary.

MATERIAL CHANGE AND COMMITMENT, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF THE FINANCIAL YEAR TILL THE DATE OF THE REPORT

There were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of this Report.

DISCLOSURE UNDER COMPANIES (SHARE CAPITAL AND DEBENTURE) RULES, 2014

Your company has altered the capital clause of the Memorandum of Association of the Company, pursuant to the increase in the authorised capital of the Company from Rs10,00,00,000 to Rs 13,00,00,000 to vide resolution dated 18th February 2026 passed by the members through postal ballot.

However, there is no change in the Articles of Association of the Company during the period under review.

UTILIZATION OF IPO PROCEEDS

During the financial year under review, the Company has not raised any funds through an Initial Public Offering (IPO) or Rights Issue. Accordingly, the provisions relating to utilization of IPO/Rights Issue proceeds are not applicable to the Company.

DIRECTORS & KEY MANAGERIAL PERSONNEL

COMPOSITION OF THE BOARD

The Board of Directors of the Company has an optimum combination of Executive, Non-Executive & Independent Directors. As on the 31st March, 2026, the Board comprises 5 (Five) Directors, out of which 2 are Executive Directors, including one Women director, and 3 are non-Executive & Independent Directors. The Chairman of the Board is an Executive Director.

The details of the directors and key managerial personnel of the company are provided as follows:

During the financial year under review, the following changes took place in the composition of the Board of Directors of the Company:

Appointment of Additional Independent Directors: The Board, at its meeting held on 12th November, 2025, appointed Mr. Manish Kumar Shukla (DIN: 08520576) and Mr. Vineel Konda Raju Mudundi (DIN: 11372461) as Additional Directors in the category of Non-Executive Independent Directors for a first term of five consecutive years commencing from 12th November, 2025 to 11th November, 2030, subject to the approval of the Members.

Resignation of Independent Director: Mr. Uday Kiran Reddy Sama (DIN: 09771391) resigned from the office of Independent Director with effect from 12th November, 2025.

Resignation of Additional Independent Director: Mr. Venkata Srinivasan Kodakalla (DIN: 10254552) resigned from his position with effect from 14th July, 2025.

During the financial year under review, Ms. Sushma Barla, Company Secretary and Compliance Officer of the Company, resigned from her office with effect from 16th December, 2025. Subsequently, Ms. Malireddy Sree Harshitha (M. No. A62188) was appointed as Company Secretary and Compliance Officer of the Company with effect from 17th December, 2025.

DIRECTOR RETIRING BY ROTATION

During the financial year under review, pursuant to the provisions of Section 152 of the Companies Act, 2013,Mrs. Neihaa Rathi (DIN: 05274847)retired by rotation and was re-appointed by the members of the Company in the 06th Annual General Meeting held on 30th September 2025.

In accordance with the provisions of Section 152 of the Companies Act, 2013, Mr. Narayan Das Rathi (DIN: 09065949), Executive Director of the Company, being longest in the office amongst the Directors liable to retire by rotation is proposed to retire at the ensuing 07th Annual General Meeting and being eligible has offered himself for re-appointment at the said meeting of the Company. Appropriate resolution is being presented in the Notice of the 07th Annual General Meeting for the approval of members in this regard.

APPOINTMENT & CESSATION OF THE BOARD OF DIRECTORS AND THE KEY MANAGERIAL PERSONNEL

During the year under review, the following changes in the Board of Directors and the Key Managerial Personnel of the Company took place:

i) Cessation of Mr. Venkata Srinivasan Kodakalla: Mr. Venkata Srinivasan Kodakalla (DIN: 10254552), who was appointed as an Additional Director in the Independent (Non-Executive) category by the Board at its meeting held on 28th May, 2024 and subsequently appointed as a Non-Executive Independent Director by the Members, resigned from the office of directorship with effect from 14th July, 2025. The Board expresses its sincere appreciation for the valuable guidance and contribution made by Mr. Venkata Srinivasan Kodakalla during his tenure as an Independent Director.

ii) Re-appointment of Whole-Time Director: The Members of the Company, at the 6th Annual General Meeting held on 30th September, 2025, approved the re-appointment of Mrs. Neihaa Rathi (DIN: 05274847) as Chairperson & Whole-Time Director of the Company for a further period of 3 (three) years commencing from 02nd March, 2026 and ending on 01st March, 2029.

iii) Re-appointment of Whole-Time Director: The Members of the Company, at the 6th Annual General Meeting held on 30th September, 2025, approved the re-appointment of Mr. Narayan Das Rathi (DIN: 09065949) as Whole-Time Director of the Company for a further period of 3 (three) years commencing from 02nd March, 2026 and ending on 01st March, 2029.

iv) Appointment of Additional Independent Directors: The Board of Directors, at its meeting held on 12th November, 2025, upon the recommendation of the Nomination and Remuneration Committee, appointed Mr. Manish Kumar Shukla (DIN: 08520576) and Mr. Vineel Konda Raju Mudundi (DIN: 11372461) as Additional Directors in the category of Non-Executive Independent Directors with effect from 12th November, 2025. The Board recommended their appointment as Non-Executive Independent Directors for a first term of 5 (five) consecutive years commencing from 12th November, 2025 to 11th November, 2030, subject to the approval of the Members of the Company.

v) Resignation of Independent Director: Mr. Uday Kiran Reddy Sama (DIN: 09771391) resigned from the office of Independent Director of the Company with effect from 12th November, 2025. The Board expresses its sincere appreciation for the valuable guidance and contribution made by Mr. Uday Kiran Reddy Sama during his tenure as an Independent Director.

vi) Change in Company Secretary and Compliance Officer: Ms. Sushma Barla, Company Secretary and Compliance Officer of the Company, resigned from her office with effect from 16th December, 2025. Subsequently, Ms. Malireddy Sree Harshitha (M. No. A62188) was appointed as Company Secretary and Compliance Officer of the Company with effect from 17th December, 2025.

DECLARATION BY INDEPENDENT DIRECTORS

All Independent Directors have submitted their declaration of independence in accordance with the provisions of Section 149(7) of the Act and Regulation 25(8) of the Listing Regulations, stating that they meet the criteria of independence as provided in Section 149(6) of the Act. The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience, and expertise and hold highest standards of integrity.

SEPARATE MEETING OF INDEPENDENT DIRECTORS

In accordance with the provisions of Schedule IV to the Act and Regulation 25(3) of the SEBI (LODR), 2015, a separate meeting of the Independent Directors of the Company was held on 28th March 2026 to discuss relevant items, including the agenda items as prescribed under the applicable laws. The meeting was attended by all the Independent Directors of the Company.

OPINION OF THE BOARD WITH REGARD TO INTEGRITY, EXPERTISE AND EXPERIENCE OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR

The Independent Directors of the Company are persons of integrity, eminent personalities having expertise/ experience in their respective fields/ professions. These Directors meet the criteria of independence, as specified in SEBI (LODR) Regulations, and were selected and appointed, based on well-defined selection criteria. The Nomination and Remuneration Committee considers, inter alia, key qualifications, skills, expertise, and competencies, fulfilment of criteria for independence, while recommending to the Board, the candidature for appointment as Independent Director, to enable the Board to discharge its functions and duties effectively.

All the Independent Directors of the Company have been registered and are members of the Independent Directors Databank maintained by the Indian Institute of Corporate Affairs (IICA), in terms of the provisions of Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2019, and the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019.

ANNUAL PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Rules made thereunder, the Board has carried out the evaluation of its own performance and the performance of Individual Directors, Board Committees, including the Chairman of the Board, on the basis of attendance, contribution, and various criteria as recommended by the Nomination and Remuneration Committee of the Company. The evaluation of the working of the Board, its committees, experience and expertise, performance of specific duties and obligations, etc, was carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors (including the Chairman) was also evaluated by the Independent Directors at a separate meeting held by the Independent Directors of the Company.

BOARD MEETINGS

During the year, the Board of Directors convened thirteen (13) meetings, adhering to the Companies Act, 2013, SEBI Listing Regulations, and Secretarial Standards on Board Meetings, with the gap between two meetings not exceeding 120 days. Notices of the Board meetings were provided to all the Directors of the Company well in advance. Additional meetings were held depending upon the requirements of the Company. Details of these meetings, including attendance records for each director, are provided below.

* Mr. Uday Kiran Reddy Sama (DIN: 09771391), Independent Director, resigned from the office of directorship with effect from 12th November, 2025.

* Mr. Venkata Srinivasan Kodakalla (DIN: 10254552) , Additional Director (Independent Category) resigned from the office of directorship with effect from 14th July, 2025, due to pre-occupation.

*** Mr. Manish Kumar Shukla (DIN: 08520576) and Mr. Vineel Konda Raju Mudundi (DIN: 11372461) were appointed as Additional Directors in the category of Non-Executive Independent Directors by the Board at its meeting held on 12th November, 2025

BOARD COMMITTEES

Your Company has in place the Committee(s) as mandated under the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There are currently Four (4) committees of the Board, namely:

1. Audit Committee

2. Nomination & Remuneration Committee

3. Stakeholders' Relationship Committee

4. Corporate Social Responsibility Committee

Audit Committee

The Audit Committee was duly constituted by the board on 07th April 2023, in accordance the section 177 of the Companies Act, 2013, read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended from time to time. It adheres to the terms of reference, which were prepared in compliance with Section 177 of the Companies Act, 2013, and SEBI (LODR) Regulations 2015. The Committee was re-constituted on 12th November 2025.

During the financial year under review, the Audit Committee convened 5(Five) meetings on the following dates: 30th April 2025, 30th May 2025, 1st September 2025, 12th November 2025, and 9th March 2026. The attendance records of the members of the Committee are as follows:

*Mr. Uday Kiran Reddy Sama, Independent Director, resigned from the Board with effect from 12th November 2025; consequently, he ceased to be the Chairman of the Audit Committee with effect from 12th November 2025.

** Mr. Venkata Srinivasan Kodakalla (DIN: 10254552), Additional Director (Independent Category), resigned from the office of directorship with effect from 14th July 2025; consequently, he ceased to be a Member of the Audit Committee with effect from 14th July 2025.

*** Mr. Manish Kumar Shukla (DIN: 08520576) was appointed as Chairman and Mr. Vineel Konda Raju Mudundi (DIN: 11372461) was appointed as Member of the Audit Committee with effect from 12th November 2025.

****Mr. Narayan Das Rathi became a Member of the Audit Committee with effect from 01st September 2025.

Nomination & Remuneration Committee

The Nomination and Remuneration Committee was duly constituted by the board on 07th April 2023, in accordance with Section 178 of the Companies Act, 2013, read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules, 2014, as amended from time to time. The Committee was re-constituted on 12th November 2025.

During the financial year under review, the Nomination and Remuneration Committee convened 4 (Four) meetings on the following dates: 30th April 2025, 01st September 2025, 12th November 2025 and 17th December 2025. The attendance records of the members of the Committee are as follows:

*Mr. Uday Kiran Reddy Sama, Independent Director, resigned from the Board with effect from 12th November 2025; consequently, he ceased to be the Chairman of the Nomination and Remuneration Committee with effect from 12th November 2025.

** Mr. Venkata Srinivasan Kodakalla (DIN: 10254552), Additional Director (Independent Category), resigned from the office of directorship with effect from 14th July 2025; consequently, he ceased to be a Member of the Nomination and Remuneration Committee with effect from 14th July 2025.

*** Mrs. Neihaa Rathi became a Member of the Nomination and Remuneration Committee with effect from 01st September 2025.

**** Mr. Manish Kumar Shukla (DIN: 08520576) was appointed as Chairman and Mr. Vineel Konda Raju Mudundi (DIN: 11372461) was appointed as Member of the Nomination and Remuneration Committee with effect from 12th November 2025.

Stakeholder's Relationship Committee

The Stakeholders Relationship Committee was duly constituted by the board on 07th April 2023 and is in compliance with the requirements of Section 178 of the Companies Act, 2013, and the Committee was reconstituted on 12th November 2025.

During the year under review, one meeting of the Stakeholders Relationship Committee was held on 24 November 2025, and the attendance records of the members of the Committee are as follows:

*Mr. Uday Kiran Reddy Sama, Independent Director, resigned from the Board with effect from 12th November 2025; consequently, he ceased to be the Chairman of the Stakeholders' Relationship Committee with effect from 12th November 2025.

*Mr. Venkata Srinivasan Kodakalla, Additional Director (Independent Category), resigned from the office of directorship with effect from 14th July 2025; consequently, he ceased to be a Member of the Stakeholders' Relationship Committee with effect from 14th July 2025.

*Mr. Vineel Konda Raju Mudundi was appointed as Chairman of the Stakeholders' Relationship Committee with effect from 12th November 2025.

*Mr. Manish Kumar Shukla was appointed as Member of the Stakeholders' Relationship Committee with effect from 12th November 2025.

** Mrs. Neihaa Rathi became a member of the Committee w.e.f. 01.09.2025

Corporate Social Responsibility Committee

The Corporate Social Responsibility Committee was duly constituted by the board of directors on 04th September 2024 in accordance with Section 135 of the Companies Act, 2013, and was reconstituted on 12th November 2025.

During the year under review, one meeting of the Corporate Social Responsibility Committee was held on 17th June 2025, and the attendance records of the members of the Committee are as follows:

*Mr. Uday Kiran Reddy Sama, Independent Director, resigned from the board with effect from 12th November 2025; he ceased to be a chairman of the committee w.e.f. 12.11.2025.

*Mr. Vineel Konda Raju Mudundi was appointed as Chairman of the Corporate Social Responsibility Committee with effect from 12 November 2025.

*Mr. Manish Kumar Shukla was appointed as Member of the Corporate Social Responsibility Committee with effect from 12 November 2025.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Related Party Transactions entered into during the financial year under review are disclosed in Notes forming part of standalone financials under the head Related Party Disclosures (AS – 18). These transactions were at an arm's length basis and in the ordinary course of business.

During the year under review, contracts or arrangements entered into with the related party, as defined under Section 2(76) of the Companies Act, were in the ordinary course of business and an arm's length basis. There were no materially significant Related Party Transactions with the Company's promoters, directors, management or their relatives which could have had a potential conflict with the interests of the Company.

Form AOC-2, containing a note on the Related Party Transactions, is enclosed herewith as Annexure II to this report.

RELATED PARTY TRANSACTIONS – APPLICABILITY OF REGULATION 23 OF SEBI (LODR), 2015

As on 31 March 2025, the Company's net worth exceeded Rs25 crore, thereby attracting the applicability of Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Related Party Transactions.

In compliance with the said Regulation, the Company has adopted a Board-approved Policy on Related Party Transactions, which governs the review, approval, and disclosure of all transactions with related parties.

The Related Party Transaction Policy, as approved by the Board, may be accessed on the Company's website https://srivarispices.com/codes-policies.php

Further, in accordance with the applicable provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the Company has complied with the applicable requirements relating to Related Party Transactions.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Corporate Social Responsibility (CSR) Committee of the Company has been constituted in accordance with the provisions of Section 135 of the Companies Act, 2013. The Committee is entrusted with the responsibility to:

- formulate and recommend to the Board the CSR Policy indicating the activities to be undertaken by the Company as specified in Schedule VII of the Act;

- recommend the amount of expenditure to be incurred on such CSR activities; and

- monitor the implementation of the CSR Policy of the Company.

The brief outline of the CSR Policy of the Company, along with the initiatives undertaken during the year, is provided in Annexure III to this Report, in the format prescribed under the Companies (Corporate Social Responsibility Policy) Rules, 2014.

For the financial year 2025-26, the Company has spent an amount of Rs23,00,000/- (Rupees Twenty Three Lakhs only) towards CSR activities. The expenditure was incurred towards various welfare initiatives for underprivileged children and other beneficiaries, including education, healthcare, medical assistance, and other social welfare activities, through Jivan Jyot Foundation and Bharosa Society for protection of Women & Child.

AUDITORS AND THEIR REPORTS AND RECORDS

Statutory Auditors:

M/s. Rao & Shyam, Chartered Accountants (FRN: 006186S), Hyderabad, were appointed as the Statutory Auditors of the Company at the 04th Annual General Meeting held on 30th September 2023 for a term of five years, to hold office till the conclusion of the 09th Annual General Meeting of the Company. The Auditors have confirmed their eligibility under Section 141 of the Companies Act, 2013, and the Rules framed thereunder.

The Auditor's Report on the standalone & consolidated financial statements of the Company for the financial year 2025-26 does not contain any qualification, reservation, adverse remark, or disclaimer. The notes on the financial statements referred to therein are self-explanatory and do not require any further comments from the board.

Secretarial Auditors:

In terms of the provision of Section 204 of the Act read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board, at the recommendation of the Audit Committee, had appointed M/s. P.S. Rao & Associates, Practicing Company Secretaries as the Secretarial Auditor for conducting the Secretarial Audit of your Company for the Financial Year ended 31st March, 2026. The Secretarial Audit Report in Form MR-3 for the financial year 2025-26 forms part of this Annual Report as an Annexure IV thereto. The contents of the Secretarial Audit Report are self-explanatory and do not contain any qualification, reservation or adverse remark.

Further, Pursuant to Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (LODR) Regulations, 2015, the Board of Directors of your Company, considering the experience, competency, efficiency, independence, etc. and on the recommendation of the Audit Committee, at its meeting held on 01st September, 2025, has appointed P. S. Rao & Associates, Practicing Company Secretaries as Secretarial Auditors for a period of 5 years commencing from FY 2025-26 till FY 2029-30, at a remuneration of Rs. 3,00,000/- (plus applicable taxes) for the remuneration as may be decided by the Board of Directors of the Company in consultation with the Secretarial Auditors, for subsequent years. The said appointment was approved by the members of the Company at the 6th Annual General Meeting held on 30th September, 2025.

Cost Audit/ Maintenance of Cost Records

Pursuant to the provisions of Section 148 of the Companies Act, 2013, read with the Companies (Cost Records and Audit) Rules, 2014, the Company is required to maintain cost records in respect of the products manufactured by it, and such accounts and records are duly maintained for the financial year 2025–26.

However, cost audit, as specified under Rule 4 of the Companies (Cost Records and Audit) Rules, 2014 is not applicable.

Internal auditors:

The Board on the recommendation of the Audit Committee of the Company appointed M/s. M N H & Co, Chartered Accountants (Firm Registration No. 013796S) as the Internal Auditor of the Company to conduct the Internal Audit for the financial year 2025-26 as required under section 138 of the Companies Act, 2013 and rules made thereunder.

COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMERS

Statutory Auditors:

As there is no qualification, reservation or adverse remark in the reports given by the Statutory Auditors for the Financial Year 2025-26, your directors need not provide any clarification on the same.

Secretarial Auditors:

There is no qualification, reservation or adverse remark in the reports given by the Secretarial Auditors, for the financial year 2025-26.

Reporting of Frauds

During the year under review, neither the Statutory Auditors nor the Secretarial Auditors have reported to the Audit Committee any instances of fraud committed against the Company by its officers and employees, the details of which would need to be mentioned in the Board's Report under Section 143(12) of the Act.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company maintains an internal financial control system that aligns with its operational needs. Management actively monitors the safeguarding of assets, the prevention and detection of fraud and errors, and ensures the accuracy and completeness of accounting records, including the timely preparation of reliable financial information.

All transactions are duly authorized, accurately recorded and reported to Management. The Company adheres to all applicable Accounting Standards to ensure proper maintenance of accounting records and accurate financial reporting. The Company remains committed to upholding robust systems and procedures appropriate to its size and business nature, ensuring that assets are protected against loss and that financial and operational information is accurate and complete.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report, as required under Regulation 34 & Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, is provided as Annexure V and forms part of this report.

CORPORATE GOVERNANCE REPORT

Since the Company's securities are listed on the SME Platform of NSE - EMERGE, by virtue of Regulation 15 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and clauses (b) to (i) and (t) of sub-regulation (2) of regulation 46 and para C, D and E of Schedule V are not applicable to the Company. Hence, Corporate Governance does not form part of this Board's Report.

ANNUAL RETURN

Pursuant to the provisions of Section 92(3) of the Act, read with the Companies (Management and Administration) Rules, 2014, the Annual Return of the Company for the FY 2025-26, is available on the website of the Company and can be accessed at: www.srivarispices.com/annual-report.php#

PARTICULARS OF LOANS, GUARANTEES, AND INVESTMENTS MADE BY THE COMPANY UNDER THE PROVISIONS OF SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loans, Guarantees, and Investments covered under the provisions of Section 186 of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, are given in the notes to the Financial Statements.

DEPOSITS

During the year under review, Your Company has not accepted any deposits within the meaning of Section 76 of the Companies Act, 2013, read with the Companies (Acceptance of Deposits) Rules, 2014.

Your Company has received declarations with respect to loans received from the directors of the company, stating that the amount is not being given out of funds acquired by them by borrowing or accepting loans or deposits from others

DIRECTORS RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134 (3)(c) and Section 134(5) of the Companies Act, 2013, to the best of their knowledge and belief, the Board of Directors hereby submits that:

a) In the preparation of the Annual accounts, for the year ended on March 31, 2026, the applicable accounting standards have been followed, and there is no material departure from the same;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the Financial Year ended on March 31, 2026;

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

d) The directors had prepared the Annual accounts on a going concern basis;

e) The directors had laid down internal financial controls to be followed by the Company, and that such internal financial controls are adequate and are operating effectively, and

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

RISK MANAGEMENT POLICY

Risk management is the process of identification, assessment, and prioritization of risks followed by coordinated efforts to minimize, monitor, and mitigate/control the probability and/or impact of unfortunate events. The Company has initiated a process of preparing a comprehensive risk assessment and minimization procedures. The major risks are being identified by the Company in areas of operations, financial processes, human resources, and statutory compliance.

The Company has developed and implemented a risk management policy, which includes the identification therein of elements of risk, which, in the opinion of the board, may threaten the existence of the Company.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The information pertaining to the conservation of Energy, Technology Absorption, Foreign Exchange Earnings, and outgo as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014 is as follows:

A. Conservation Energy:

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

The Company prioritizes energy cost savings by continually striving to reduce per-unit energy consumption. We are committed to optimizing energy use and minimizing waste wherever possible. Our energy consumption is monitored regularly to identify and implement measures for improved efficiency.

ii) The steps taken by the Company for utilizing alternate source of energy:

The Company is actively exploring alternative energy sources to support internal power generation for our operations.

iii) The capital investment in energy conservation equipment:

No capital investment was made in energy conservation equipment during the financial year.

B. Technology Absorption:

The Company is dedicated to improving product quality and reducing costs. However, during the year, there were no new technology imports or independent research and development activities. Consequently, there was no significant expenditure on technology or R&D.

C. Foreign Exchange Earnings and outgo:

During the Financial year under review, the foreign exchange earnings is Nil and outgo is Nil.

HUMAN RESOURCES

Your Company considers its Human Resources as the key to achieving its objectives. Keeping this in view, your Company takes utmost care to attract and retain quality employees. The employees are sufficiently empowered, and such a work environment propels them to achieve higher levels of performance. The unflinching commitment of the employees is the driving force behind the Company's vision. Your Company appreciates the spirit of its dedicated employees.

CEO / CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations, a certificate duly signed by the CEO/ CFO of the Company is appended as an Annexure VII to this Report.

LISTING AND DEPOSITORY FEE

Your Company has paid the Annual Listing Fee for the financial year 2026-27 to the National Stock Exchange of India Ltd according to the prescribed norms & regulations. The company has also paid Annual Custody Fee to National Securities Depository Limited and the Issuer Fee to Central Depository Services (India) Limited for the financial year 2026-27.

ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE-BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

Your Company promotes ethical behavior in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Company's Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Board.

The Whistle Blower Policy has been duly communicated within your Company. Under the Whistle Blower Policy, the confidentiality of those reporting violations is protected, and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee in this regard. The Whistle Blower Policy may be accessed on the Company's website https://srivarispices.com/codes-policies.php

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

Your Company has always provided a safe and harassment-free workplace to every individual working on its premises through various policies and practices. Your Company always endeavors to create an environment that is free from discrimination and harassment, including sexual harassment.

Your Company has adopted the Prevention of Sexual Harassment Policy in accordance with The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. As per the said Policy, an Internal Complaint Committee (ICC) has been duly constituted by the Company to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. The policy can be accessed at the website of the Company at https://srivarispices.com/codes-policies.php.

Summary of harassment complaints during the financial year under review:

- No. of sexual harassment complaints received: Nil

- No. of complaints disposed off: Nil

- No. of cases pending for more than 90 days complaints disposed off: Nil

DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961

The Company affirms that it has complied with the provisions of the Maternity Benefit Act, 1961, including the amendments introduced by the Maternity Benefit (Amendment) Act, 2017.

During the year under review, no employee of the Company availed maternity benefits. However, the Company has adequate policies and systems in place to extend all statutory benefits to eligible women employees, including:

- Paid maternity leave of 26 weeks,

- Provision of nursing breaks and cr?che facility (as applicable),

- Assurance of non-discrimination in recruitment and service conditions on grounds of maternity, and

- Awareness and sensitization programs to support female employees during maternity.

The Company remains committed to fostering a supportive and inclusive workplace that prioritizes employee well-being and gender equity.

INFORMATION TO BE FURNISHED UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The information required pursuant to Section 197 (12) read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of employees of the Company is herewith annexed as Annexure VI.

In terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company does not have any employee who is employed throughout the financial year and in receipt of remuneration of Rs 1 crore and 2 Lakhs, or employees who are employed for part of the year and in receipt of Rs 8.50 Lakhs or more per month.

APPLICATION OR PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016

Your company has neither made any application nor has any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2025-26.

One-Time Settlement

Your company has not made any one-time settlements against loans taken from banks or financial institutions during the financial year 2025-26.

OTHER INFORMATION

(i) Significant and material orders passed by the regulators

No significant and material orders have been passed during the year under review by the regulators or courts or tribunals affecting the going concern status and the Company's operations in the future.

(ii) Change in Nature of business, if any

There is no change in the nature of business of the Company during the year under review.

(iii) Compliance with Secretarial Standards

Your Company has complied with the secretarial standards i.e., SS-1, and SS-2 relating to Meetings of the Board of Directors and General Meetings respectively, issued by the Institute of Company Secretaries of India and notified by the Ministry of Corporate Affairs

(iv) Compliance Officer

The Compliance Officer of the Company is Ms. Sree Harshitha (ICSI Membership No. A62188) who is the designated Company Secretary of the Company

(v) Compliance with the Sebi (Listing Obligations & Disclosure Requirements) Regulations, 2015

The company's equity shares are listed on the SME Platform of NSE - Emerge. The company has paid the Annual Listing Fees to NSE for the Financial Year 2026-27. All compliances with respect to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 have been duly made by the company.

(vi) Registrar And Share Transfer Agent

The Company has appointed Bigshare Services Limited as its Registrar and Share Transfer Agent

(vii) Credit Rating

The Company has no credit rating during the year under review.

ACKNOWLEDGMENT AND APPRECIATION

Your directors express their heartfelt gratitude to all the stakeholders including suppliers, distributors, wholesalers, retailers, customers, and lenders for their trust, confidence, and unwavering support of the Company.

We reaffirm our commitment to operating with honesty, integrity, and respect, and to being accountable to all our stakeholders

Additionally, we sincerely appreciate the dedicated efforts of our employees, whose wholehearted commitment drives our success.

We also wish to acknowledge and thank the Central and State Governments, the Stock Exchange, RBI, and other Regulatory Bodies, Bankers, associates, and well-wishers for their ongoing cooperation and support.