Dear Shareholders,

Your Directors have pleasure in presenting the 44th Annual Report on the business and operations of your Company together with the audited Financial Statements for the year ended March 31, 2026:

Note: During the financial year, the Company acquired 100% control of Tandhan Power Technologies Private Limited (formerly known as Tandhan Impex Private Limited) on 27 March 2026. Accordingly, the financial results of Tandhan Power Technologies Private Limited have been consolidated with effect from the date of acquisition for the period 27 March 2026 to 31 March 2026. Corresponding, figures for previous year are not available.

The business activities of the Company resulted (standalone) in Net Loss for the year ended 31st March, 2026 is Rs. 20.52 Lakh as compared to previous year's Profit of Rs. 10.81 Lakhs.

During the financial year under review, the Company undertook significant strategic initiatives aimed at strengthening its long-term growth prospects and diversifying its business operations.

With a view to expanding its business activities and enabling diversification into new areas of business, the Company amended Clause III(A) of the Main Objects of its Memorandum of Association. The amendment provides the Company with the flexibility to pursue new business opportunities and carry on its operations more economically and efficiently.

In line with its growth strategy, the Company also raised funds through the issuance of securities for the stated objective of investing in new business activities. Any surplus funds available with the Company are proposed to be deployed towards such business activities, as considered appropriate by the Board from time to time.

Pursuant to the aforesaid strategic initiatives, your Company invested in Tandhan Power Technologies Private Limited (formerly known as Tandhan Impex Private Limited) by acquiring 100% of its equity share capital, thereby making Tandhan Power Technologies Private Limited (formerly known as Tandhan Impex Private Limited) a wholly owned subsidiary of your Company. The acquisition marks the Company's entry into a new business segment and is expected to strengthen its operational capabilities, diversify its revenue streams, and create long-term value for its stakeholders.

Going forward, the Company intends to leverage the capabilities and business potential of its wholly owned subsidiary while exploring additional opportunities aligned with its amended main objects. The Board remains focused on driving sustainable growth, improving operational efficiencies, and creating enhanced value for shareholders through prudent investments and strategic expansion initiatives.

In view of accumulated losses, your Directors did not recommend any dividend for its equity shareholders.

During the financial year under review, the Company has not accepted or renewed any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

During the financial year under review, the Company has not accepted or renewed any deposits which are not in compliance with Chapter V of the Companies Act, 2013.

In view of accumulated losses, the Company was not required to transfer any amount to the Reserves.

Your Company has a Paid-up Share Capital of Rs. 59,75,000.00/- as on March 31, 2025.

The Board at its meeting held on Friday, 27th March, 2026 approved to issue and allot 1,58,85,037 (One Crore Fifty-Eight Lakhs Eighty- Five Thousand and Thirty-Seven Only) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 62.50/- (Rupees Sixty- Two and Fifty Paisa only) each on preferential basis to the non-promoters for consideration other than cash (i.e., swap of shares) to the shareholders of Selling Company persons forming part of the Non-Promoter Public category, in terms of the Share Purchase and Share Subscription Agreement dated 10th February 2026.

Further, on the same Board Meeting held on Friday, 27th March, 2026 approved to issue and allot 68,32,463 (Sixty-Eight Lakhs Thirty- Two Thousand Four Hundred and Sixty-Three Only) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 110/- (Rupees One Hundred and Ten Only) each on preferential basis ('Preferential Issue') for consideration in cash to person forming part of the Non-Promoter Public Category.

Therefore, after the aforesaid allotments the paid-up equity capital as on March 31, 2026 was Rs. 23,31,50,000/-.

The members of the Company at their meeting held on Friday, 06th March 2026, approved to increase the Authorised Share Capital of the Company from existing Rs. 1,00,00,000/- (Rupees One Crore only) divided into 10,00,000 (Ten Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each to Rs. 24,00,00,000/- (Rupees Twenty-Four Crore only) divided into 2,40,00,000 (Two Crore Forty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each, ranking pari passu in all respects with the existing Equity Shares of the Company.

The Company has not bought back any securities or issued any Sweat Equity shares or bonus shares or provided any stock option scheme to employees during the year under review.

As on March 31, 2026, the Company has a subsidiary i.e. Tandhan Power Technologies Private Limited (Formerly known as Tandhan Impex Private Limited) as per the provision of Section 129(3) of the Companies Act, 2013, but does not have any Joint Venture and Associate Companies. Thus, disclosure in Form AOC-1 is annexed with this report as "Annexure A".

The highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the company during the period under report.

The highlights of performance of subsidiary i.e. Tandhan Power Technologies Private Limited (Formerly known as Tandhan Impex Private Limited) is given in "Annexure B".

Pursuant to the provisions of Section 134(3)(a) read with Section 92(3) of the Companies Act, 2013, the Annual Return of the Company for the Financial Year 2025-26 is available on the website of the Company at www.shahfoods.co.in.

Except for the changes in the composition of the Board of Directors and Key Managerial Personnel described below in "Details of Directors and Key Managerial Personnel", and such other matters specifically disclosed herein, there were no material changes and commitments affecting the financial position of the Company between 31 March 2026 and the date of this Report.

The material changes and commitments, affecting the financial position of the company which have occurred during the financial year 2025-26 are stated as below:

Pursuant to the Share Purchase and Share Subscription Agreement ("SPSSA") dated 10th February, 2026 and other necessary documents between the Company, Tandhan Power Technologies Private Limited (Formerly known as Tandhan Impex Private Limited) (Selling Company) and the shareholders of Selling Company, wherein the Company had agreed to acquire 100% of the share capital of the Selling Company by consideration other than cash (i.e., swap of shares), the company had received the consideration and the Board of Director has made the following allotments:

v. Allotment of 1,58,85,037 (One Crore Fifty-Eight Lakhs Eighty-Five Thousand and Thirty-Seven Only) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 62.50/- (Rupees Sixty-Two and Fifty Paisa only) each on preferential basis to the non-promoters for consideration other than cash (i.e., swap of shares) to the shareholders of Selling Company persons forming part of the Non-Promoter Public category, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the provisions of the Companies Act, 2013 and rules made there under.

vi. Allotment of 68,32,463 (Sixty-Eight Lakhs Thirty-Two Thousand Four Hundred and Sixty-Three Only) Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 110/- (Rupees One Hundred and Ten Only) each on preferential basis ('Preferential Issue') for consideration in cash to person forming part of the Non-Promoter Public Category, in accordance with Chapter V of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 and the provisions of the Companies Act, 2013 and rules made there under.

During the Financial Year 2025-26 under review, the Company has changed its nature of business by expanding and modifying its main objects to undertake the business as stockist, suppliers, repairers, purchasers, sellers, exporters, makers, fabricators, and dealers in all batteries, UPS & its spare parts, power back solutions, stationary batteries, button batteries, solar power batteries, mini batteries, emergency lights, dry cells and other batteries used in or required for industrial, transport, commercial and consumptive purpose, their components, parts, ingredients, substances, systems, consumable accessories or fittings including battery plates, cases, wires, knobs, accessories, distilled water, armature and armature winding, electrical wires and accessories, electrical motors, generators, accumulators, battery chargers, elays, transformers, auto transformers, electrical switches, plugs, sockets, circuit breakers, actuators, connectors, measuring instruments, multimeters and multi testers, electrical connectors and automobile parts and other batteries related products.

The aforesaid change in the nature of business was approved by the shareholders of the Company at their meeting held on Friday, 06th March, 2026 through the requisite resolution and the Memorandum of Association of the Company was amended accordingly. The management believes that the new line of business will enable diversification and the business would run economically and efficiently.

The details of the composition, number and dates of meetings of the Board and Committees held during the financial year 2025-26 are provided in the Report on Corporate Governance forming part of this Annual Report as "Annexure F". The number of meetings of Board/ Committees attended by each Director during the financial year 2025-26 are also provided in the Report on Corporate Governance.

During the Financial Year 2025-26, Eight (8) meetings of the Board of Directors of the company were held.

There have been no instances where the Board of Directors of the Company have not accepted the recommendations of Audit Committee or any other Committee.

There is no such shares in suspense account.

The Company continues to sustain its commitment to the highest levels of quality, superior service management, robust information security practices and mature business continuity management.

The Independent Directors of the Company have held three separate meetings during the financial year 2025-26 on Monday, 11th August 2025; Friday, 14th November 2025; and Monday 30th March 2026 details of which are also provided in the Report on Corporate Governance.

Complete details of Loan, Guarantee, Investment, Security covered under section 186 of The Companies Act, 2013 as disclosed in the financial statement and notes there under.

During the year, the Company had entered into contract / arrangement / transaction with related parties at arm's length basis which could not be considered material in accordance with the policy of the Company on materiality of related party transactions and Listing Agreement. However, disclosure in Form AOC-2 is enclosed as "Annexure C".

The details of the related party transactions as required under IND AS- 24 are set out in notes to the Standalone financial statements forming part of this Annual Report.

As required under Rule 8(3) of the Companies (Accounts) Rules, 2014, At the standalone level, your Company did not carry out manufacturing operations during FY 2025-26. Accordingly, disclosures relating to conservation of energy and technology absorption, as required under Rule 8(3) of the Companies (Accounts) Rules, 2014 are not applicable to the Company. The Group's operating power- solutions business is undertaken through Tandhan Power Technologies Private Limited in the Financial Year 2025-26.

Your Company has, in all material respects, an adequate internal financial control system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2026, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Your Company's internal control structure showed no reportable material weakness.

Your Company's Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom and experience commensurate to the scale of operations of your Company.

During the year under review i.e. financial year 2025-26, Mr. Vinodkumar Shrikrishna Garg appointed as Addition Non-Executive Non-Independent Director of the company w.e.f. 10th February 2026. Subsequently, Mr. Garg gets regularised in the meeting of the members dated 06th March 2026.

However, due to certain personal reasons, Mr. Vinodkumar Shrikrishna Garg tendered his resignation from the position of Director

of the Company w.e.f. 18th March 2026. The Board places on record its appreciation for the valuable contributions and guidance provided by Mr. Garg during his tenure on the Board.

Pursuant to the Change in management of the Company, the Board of Directors in its meeting held on 08th July 2026 approved the following changes in the composition of the Board and Key Managerial Personnel:

Pursuant to the Change in Management, Ms. Hemakshi Manan Patel (DIN: 07297442) tendered her resignation from the office of Managing Director of the Company with effect from 09th July 2026 and Mr. Manan Rajesh Patel (DIN: 03496656) tendered his resignation from the office of Executive Director of the Company with effect from 07th September 2026. Pursuant to and consequential upon the aforesaid resignation, Mr. Rohitkumar Mehrchand Bhandari (DIN: 02715453), Mr. Advait Satyavikas Joshi (DIN: 07637069), and Mr. Balveermal Kewalmal Singhvi (DIN: 05321014), who were holding the office of Non-Executive Independent Directors of the Company, likewise relinquished their respective offices and ceased to be Directors on the Board of the Company with effect from 09th July 2026. Ms. Namrata Girish Vyas also tendered her resignation from the office of Company Secretary of the Company with effect from 09th July 2026.

In place of the aforesaid directors, the Board appointed the following persons w.e.f. 08th July 2026:

(i) Mr. Anuj Jalan (DIN: 02525506) as Chairman and Managing Director of the Company;

(ii) Mr. Raj Kumar Jalan (DIN: 07875364) as Executive Director of the Company;

(iii) Mr. Daivik Jalan (DIN: 10808174) as Non-Executive Non-Independent Director of the Company; and

(iv) Ms. Pragati Goel (DIN: 10447667), Mr. Shivam Gupta (DIN: 07690975), and Mr. Giri Raj Prasar (DIN: 10491076) as Independent Non-Executive Directors of the Company.

(v) Mr. Vikash Agarwal, as Chief Financial Officer of the Company.

(vi) Mr. Vishal Jha, as Company Secretary and Compliance Officer of the Company.

As per the provisions of the Act and the Articles of Association of the Company Mr. Anuj Jalan (DIN:02525506), Managing Director and Mr. Raj Kumar Jalan (DIN: 07875364), Executive Director of your Company, will retire by rotation at the forthcoming Annual General Meeting and, being eligible, offers themself for re-appointment.

A Resolution seeking Members' approval for their re-appointment forms a part of the Notice convening the 44th Annual General Meeting.

The Company has received Declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under Regulations of the SEBI (LODR), Regulations, 2015.

An annual evaluation of the performances of the Board, its committees and that of the individual Directors was undertaken during the year on the basis of the criteria such as the composition, structure, functioning, effectiveness of the Board, the Committee Meetings, the contribution and preparedness of individual Directors to the Board and Committees etc. after seeking inputs from all the Directors. The Directors including Independent Directors and the Non-Independent Directors have continued to contribute their inputs in the process of evaluation of the Directors. The Independent Directors and Nomination and Remuneration Committee members have continued to review the performance of all the Directors including the Chairman and the performance of the Board as a whole. The Board in turn with

such inputs, have carried out annual evaluation of its own performance, its committees and individual Directors. The performance of non-independent Directors, the Chairman and the Board as a whole was evaluated by the Independent Directors in a separate Meeting held during the year. The Board members were satisfied with the evaluation process.

Pursuant to Section 178 of the Companies Act, 2013, the Board of Directors of the Company has approved the Nomination and Remuneration Policy based on the recommendation of the Nomination & Remuneration Committee and the said policy is hosted on the Company's website at www.shahfoods.co.in. The Policy includes the criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Act.

During the year under review, your Company enjoyed cordial relationship with employees at all levels.

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 is given as Annexure D to this report.

During the year, in accordance with the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015, currently the Board has three Committees to focus on specific areas and make decision within the authority delegated to each of the Committees. All decision and recommendations of the Committees are placed before the Board either for information or approval.

The composition, scope and powers of the aforementioned Committees together with details of meeting held during the year under review are provided in the Report on Corporate Governance, forms part of this report as "Annexure F".

The Management Discussion and Analysis as prescribed under Part B of Schedule V read with Regulation 34(3) of the Listing Regulations is forming part of this Report as "Annexure E".

There are no amounts due and outstanding to be credited to investor Education and Protection Fund as 31st March, 2026. DISCLOSURE ON ESTABLISHMENT OF A VIGIL MECHANISM

The Company has Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. No personnel had been denied access to the Audit Committee to lodge their grievances. A detailed policy related to the Whistle Blower - Vigil Mechanism is available at Company's website at www.shahfoods.co.in.

As the Company does not fall under the Class of Companies as prescribed under Section 135 of Companies Act, 2013 and Rules made there under, therefore the provisions related to Corporate Social Responsibility is not applicable to the Company.

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires preclearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code. All Board of Directors and the designated employee have confirmed compliance with the Code.

There has been no significant and/or material orders have been passed by Regulator(s) or Court(s) or Tribunal(s) impacting the going concern status of your Company and its business operations in future.

The Board has adopted Risk Management policy for ensuring the orderly and efficient conduct of its business, including adherence to company's policy, safeguarding of its assets, Prevention detection fraud and error etc.

In accordance with Regulation 9 of the Listing Regulations, your Company has framed a Policy on Preservation of Documents, approved by the Board of Directors of your Company.

The Policy is intended to define preservation of documents and to provide guidance to the executives and employees working in the Company to make decisions that may have an impact on the operations of the Company. It not only covers the various aspects on preservation of the documents, but also the safe disposal/destruction of the documents. The essence of the Policy as clearly communicated to the employees is classifying the documents in at least two categories as follows:

(a) documents whose preservation shall be permanent in nature;

(b) documents with preservation period of not less than eight years after completion of the relevant transactions;

Provided that the listed entity may keep documents specified in clauses (a) and (b) in electronic mode. Further, the Policy has been uploaded on the Company's corporate website www.shahfoods.co.in and can be accessed under the head "Investors".

In accordance with Regulation 30 of the Listing Regulations, your Company has framed a Policy on determination of materiality for disclosures, to disclose events or information which, in the opinion of the Board of Directors of the Company, are material.

Further your Company has an Archival Policy in line with the requirements of the Listing Regulations to ensure that information relating to the Company is adequately disclosed on its corporate website www.shahfoods.co.in and can be accessed under the head "Investors", as required by law.

Your Company has zero tolerance policy in case of sexual harassment at workplace and is committed to provide a healthy environment to each and every employee of the Company. The Company has in place 'Policy for Prevention and Redressal of Sexual Harassment' in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (hereinafter referred as "the said Act") and Rules made there under.

In your Company, the constitution of Internal Complaint Committee (ICC) is not applicable, as per the said act.

Your Directors' state that during the year under review:

(i) Number of complaints of sexual harassment was received during the year: NIL

(ii) Number of complaints disposed off during the year- NIL

(iii) Number of cases pending for more than 90 days- NIL

Even though the Company had Women employees during the year under review, there was no case where Maternity benefit had to be provided.

However, the Company remains committed to providing Maternity Benefit, in accordance with the Maternity Benefit Act, 1961, as and when the same arises.

The Company, as a responsible corporate citizen welcomes and supports the green initiatives taken by the Ministry of Corporate Affairs, Government of India by its circular, enabling electronic delivery of documents to the shareholders. In commitment to keep in line with

the Green Initiative and going beyond it to create new green initiatives, electronic copies of the Notice of 44th Annual General Meeting of your Company will be sent to all Members whose e-mail addresses are registered with the Company/ Depository Participant(s).

During the year under review, the Statutory Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Central Government or the Audit Committee or the Board.

M/s. Keshri & Associates, Chartered Accountants, Ahmedabad (Firm Registration No: 310006E) were appointed as a Statutory Auditors of the Company at the 42nd Annual General Meeting held on 16/09/2024 and approved the appointment for a period of 5 years commencing from the conclusion of the 42nd AGM till the conclusion of 47th AGM to be held in the financial year 2028-29.

Further, the Notes on Financial Statements of the Company referred to in the Auditors' Report (both Standalone and Consolidated) are self-explanatory and do not call for any further comments by the Board. The Auditors' Report (both Standalone and Consolidated) do not contain any qualification, reservation, adverse remark or disclaimer.

Pursuant to the provisions of Section 143(12) of the Act, the Auditors have not reported any incident of fraud to the Central Government or the Audit Committee or the Board during the year under review.

The board had appointed M/s. Nuren Lodaya & Associates, Practicing Company Secretaries, Practicing Company Secretary, Mumbai as the Secretarial Auditor of the Company for a term of five years from the financial year 2025-26 to financial year 2029-30 as required under Section 204 of the Companies Act 2013 and Rules thereunder.

The Secretarial Audit Report for the financial year ended March 31, 2026 is annexed herewith marked as "Annexure G to this Report.

In terms of the requirements under the Listing Regulations the Secretarial Audit Report of the Company's wholly-owned unlisted material subsidiary, Tandhan Power Technologies Private Limited is marked as "Annexure H" to this Report, which does not contain any qualification, reservation, adverse remarks or disclaimer.

Pursuant to the provisions of Section 138 of the Act and the Companies (Accounts) Rules, 2014 the Board has re-appointed, on the recommendation of the Audit Committee, M/s Biren Shah & Co. (M. No. 126881) Chartered Accountants, as Internal Auditors of your Company to conduct Internal Audit of the functions and activities of your Company for the Financial Year 2025-26.

During the Financial Year 2025-2026, no material or serious observation has been received from the Internal Auditors of your Company for inadequacy or ineffectiveness of such internal controls. However, the Board of Directors in its meeting held on 03rd June 2026, appointed M/s. Baid & Gupta, Chartered Accountants as an Internal Auditor of the Company for the financial year 2026-27.

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2025-26 has been paid.

Your Company has in place proper systems and processes to ensure compliance with the provisions of the applicable Secretarial Standards on Board and General Meetings issued by the Institute of Company Secretaries of India and such systems are adequate and operating effectively.

There are no such applications made nor any proceeding is pending under Insolvency and Bankruptcy Code, 2016 during the year.

The company has not entered into any one-time settlement proposal with any Bank or Financial Institutions during the year under report.

In accordance with the provisions of Section 134(5) of the Companies Act 2013, your directors confirm that:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2026, the applicable Ind-AS had been followed along with proper explanation relating to material departures;

b) The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2026 and of the profit and loss of the company for the year ended 31st March, 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 safe guarding 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 proper internal financial controls are in place and that such internal financial controls are adequate and are operating effectively.

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

The Directors wish to place on record their appreciation of the devoted services rendered by all the employees of the Company and sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.