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, 2026.
ii. Unless otherwise stated, the disclosure made in this report is for the year ended
March 31, 2026.
iii. The term "Company” or "Buildpro” shall mean and include
"Shankara Buildpro Limited”.
Dear Shareholders,
Your Directors have pleasure in presenting the 3rd Annual Report on the business and
operations of Shankara Buildpro Limited (“the Company”), together with the
audited financial statements for the year ended March 31, 2026. The consolidated
performance of the Company and its subsidiary have been referred to wherever required.
1. Financial Performance
A summary of the Company's financial performance for the year ended March 31, 2026, is
presented below.
Key highlights of financial performance of your Company for the financial year 2025-26
are provided below:
Particulars |
Consolidated |
Standalone |
|
Year Ended March 31, 2026 |
Year Ended March 31, 2025 |
Year Ended March 31, 2026 |
Year Ended March 31, 2025 |
| Revenue from Operations |
6,825.71 |
5,267.38 |
6,824.65 |
5,267.38 |
| Other Income |
1.40 |
1.26 |
1.49 |
1.26 |
Total Income |
6,827.11 |
5,268.64 |
6,826.14 |
5,268.64 |
| Other Expenditure |
6,598.78 |
5,117.28 |
6,598.41 |
5,117.28 |
Earnings before Interest, Tax, Depreciation and Amortization
(EBITDA) |
228.33 |
151.36 |
227.73 |
151.36 |
| Depreciation and Amortization Expenses |
9.72 |
8.02 |
9.72 |
8.02 |
| Finance Cost |
42.24 |
42.27 |
42.19 |
42.27 |
| Profit Before exceptional items and tax |
176.37 |
101.07 |
175.82 |
101.07 |
| Exceptional Items |
(2.61) |
- |
(2.61) |
- |
Profit before Tax (PBT) |
173.76 |
101.07 |
173.21 |
101.07 |
| Tax expense: |
|
|
|
|
| Current Year |
45.23 |
23.93 |
45.08 |
23.93 |
| Earlier Year |
2.57 |
(0.10) |
2.57 |
(0.10) |
| Deferred Tax |
(2.00) |
(0.92) |
(2.00) |
(0.92) |
Profit after Tax (PAT) |
127.96 |
78.16 |
127.56 |
78.16 |
| Profit from discontinued operation |
- |
- |
- |
- |
| Add: Other Comprehensive Income |
0.81 |
0.10 |
0.81 |
0.10 |
Total Comprehensive Income |
128.77 |
78.26 |
128.37 |
78.26 |
| EARNING PER EQUITY SHARE (Face Value of ^10 each) |
|
|
|
|
| i) Basic |
52.77 |
32.23 |
52.60 |
32.23 |
| ii) Diluted |
52.77 |
32.23 |
52.60 |
32.23 |
2. Dividend
Based on the Company's good performance and a strong cash flow, your Directors are
pleased to propose a final dividend at the rate of ^5.00 (Rupees Five only) on the face
value of ^10/- each fully paid up for the financial year 2026.
Dividend pay-out has been determined in accordance with the Company's dividend
distribution policy. Dividend will be payable subject to approval of members at the
ensuing Annual General Meeting and deduction of tax at source, if applicable, to those
Shareholders whose names appear in the Register of Members as on the Record Date.
3. Dividend Distribution Policy
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/uploa
ds/2026/05/SBL-Dividend-Distribution-Policy.pdf.
4. Transfer to Reserves
The Board of Directors have decided not to transfer any amount to the General Reserve
for the year under review. The total profit of ^205.88 crores available with the Company
on a consolidated basis is proposed to be retained in the profit and loss account.
5. Share Capital
(i) Authorised Capital
The authorised share capital of the Company as on March 31, 2026 is ^30,00,00,000
comprising of 3,00,00,000 equity shares of ^10 each.
(ii) Paid-Up Capital
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, 2026.
(iii) Issue of equity shares with differential rights
Your Company has not issued any equity shares with differential rights during the year
under review.
(iv) Issue of sweat equity shares
Your Company has not issued any sweat equity shares during the year under review.
(v) Issue of employee stock options
Your Company has not issued any employee stock options during the year under review.
(vi) Provision by the Company for purchase of its own shares by employees or by
trustees for the benefit of employees
Your Company has not made any provision for purchase of its own shares by employees or
by trustees for the benefit of employees during the year under review.
(vii) Buy Back of Securities
The Company has not bought back any of its securities during the year under review.
(viii) Bonus Shares
No Bonus Shares were issued during the year under review.
6. Performance and State of the Company's Affairs:
The consolidated revenue from operations of your Company was ^6,825.71 crores during
FY26 as against ^5,267.38 crores during the previous financial year. EBITDA (excluding
other income) was at ^226.93 crores as compared to ^150.10 crores during the previous
financial year. The Net Profit for the year under review was ^127.96 crores, as against
^78.16 crores in the previous financial year.
This year, on a standalone basis, the Company incurred a capital expenditure of ^8.17
crores (Gross) for FY 2026 as against ^8.49 crores (Gross) in the previous year. On a
consolidated basis, the capital expenditure stood at ^8.25 crores (Gross) for FY 2026 as
against ^8.49 crores (Gross) for the previous year.
Your Company has prepared the Financial Statements for the financial year ended March
31, 2026, 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.
7. Management Discussion and Analysis Report
The Management Discussion and Analysis (MD&A) of your Company's performance,
including an overview of operational results, financial highlights, key developments,
industry outlook, and risk factors, has been comprehensively discussed in the Management
Discussion and Analysis Report. This report provides a detailed assessment of the
Company's performance during the year under review and the management's perspective on the
factors influencing its business. The MD&A Report forms an integral part of this
Annual Report.
8. Material changes and commitment, between the end of the financial year and date of
the Report
No material changes and commitments have occurred after the closure of the Financial
Year 2026 till the date of this Report, which would affect the financial position of your
Company.
9. Subsidiaries, Joint ventures and Associate companies:
As on March 31, 2026, your Company had one subsidiary in the name Purple Splash
Materials Private Limited.
Other requirements of Regulation 24 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 with regard to Corporate Governance for Subsidiary Company
have been complied with.
(i) Purple Splash Materials Private Limited was incorporated on April 20, 2025 as a
private limited company under the Companies Act, 2013 with the corporate identity number
U24311KA2025PTC201613. It has its registered office at 2nd Floor, G2, Farah Winsford,
133 Infantry Road, Bengaluru-560001.
During the year under review, no other company has become or ceased to be subsidiaries,
joint ventures or associate companies.
10. Consolidated Financial Statement
As stipulated by Regulation 33 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 the Consolidated Financial Statements have been prepared
by the Company in accordance with the applicable Accounting Standards. The audited
Consolidated Financial Statements, together with Auditors' Report, form part of the Annual
Report.
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/wp-content/uploads/
2026/05/Purple-Splash-Signed-Financials-FY-2526.pdf
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 will be made available
upon the request by any member of the Company at sbl.cs@shankarabuildpro.com.
As per the provisions of Section 129 of the Companies Act, 2013, the Consolidated
Financial Statements of the Company, its Subsidiary is attached in the Annual Report. The
annual accounts of Subsidiary will be made available to shareholders on request and will
also be kept for inspection by any shareholder at the Registered Office and Corporate
Office of your Company.
A statement in Form AOC-1 is annexed as Annexure I containing the salient
features of the financial statements of the Company's Subsidiaries, Associates and Joint
Venture for the year ended March 31, 2026 is also attached with financial statements.
The policy determining 'material subsidiaries is disclosed in
https://shankarabuildpro.com/wp-content/upload
s/2026/05/SBL-Policy-for-Material-Subsidiaries.pdf
During the financial year under review, the provisions relating to Secretarial Audit
under Section 204 of the Companies Act, 2013 are not applicable to the Subsidiary Company,
as the Subsidiary Company does not fall within the prescribed criteria requiring
Secretarial Audit.
11. Board and Committee Meetings
The Board of Directors plays a central role in guiding the Company's overall direction
and ensuring that its operations are conducted in a sound, transparent, and accountable
manner. It meets at regular intervals to review and deliberate on a wide spectrum of
matters, including the formulation and evaluation of corporate policies, long-term and
short-term business strategies, financial and operational performance, risk management
practices, and other key issues that require strategic direction and formal approval.
These meetings serve as an essential governance mechanism, offering a structured and
disciplined platform for meaningful discussions, collective decision-making, and effective
oversight of the Company's affairs.
The Board also remains responsive and agile in addressing time-sensitive matters. In
circumstances where urgent decisions are required in the best interest of the Company,
approvals may be obtained through resolutions passed by circulation in accordance with
applicable provisions of law. Additionally, Board or Committee meetings may be convened at
shorter notice to address critical issues, ensuring that the Company's decision-making
process remains efficient and uninterrupted while still adhering to statutory and
regulatory requirements.
To facilitate the smooth and effective functioning of the Board and its Committees,
meetings are planned well in advance. This forward planning enables Directors to align
their schedules, ensuring maximum participation and meaningful contribution during
meetings. Further, detailed agenda notes are circulated in advance, along with
comprehensive background materials, relevant data, and supporting documents. This ensures
that Directors are adequately informed and well-prepared, thereby enabling thoughtful
deliberations and high-quality decision-making.
In compliance with the provisions of the Companies Act, 2013 and the applicable SEBI
(Listing Obligations and Disclosure Requirements) Regulations, the Company has maintained
a robust meeting framework during the year under review. A total of eleven Board Meetings
were held. In addition, the various Committees of the Board convened meetings as follows:
three meetings of the Audit Committee, one meetings of the Risk Management Committee, one
meeting of the Nomination and Remuneration Committee. All these meetings were conducted in
strict adherence to the applicable legal, statutory, and regulatory guidelines issued by
the Ministry of Corporate Affairs (MCA) and the Securities and Exchange Board of India
(SEBI).
The Company has also ensured compliance with the prescribed time gap between two
consecutive Board or Committee meetings. The interval between any two meetings did not
exceed the maximum duration stipulated under the Companies Act, 2013 and the Listing
Regulations, thereby demonstrating the Company's commitment to maintaining continuous
oversight and governance.
Comprehensive details regarding the composition of the Board and its Committees, the
number of meetings held, attendance records of each Director, and proceedings of the 2nd
Annual General Meeting are provided in the Corporate Governance Report. This report forms
an integral part of the Annual Report and reflects the Company's strong emphasis on
transparency, accountability, and adherence to best corporate governance practices.
12. Directors & Key Managerial Personnel
Composition and size of the Board and Committee
The Board has an optimum combination of 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 and three 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.
Succession Planning
The Company recognizes the importance of succession planning in ensuring long-term
stability and sustained growth. The Board, through the Nomination and Remuneration
Committee (NRC), regularly engages with the Managing Director on leadership continuity,
with succession discussions forming an integral part of NRC meetings. The NRC focuses on
succession planning for Key Managerial Personnel, including the Managing Director,
Executive Director, Chief Financial Officer, and Company Secretary. A structured approach
is in place for the Managing Director's role, with a potential successor identified and
being groomed for a smooth transition.
For other KMP positions, the Company is in the process of formalizing a comprehensive
succession plan, while also maintaining a strong internal talent pool with identified
individuals capable of stepping into these roles on an interim basis, ensuring continuity
of operations.
The Company remains committed to strengthening its succession planning framework by
building internal capabilities, nurturing leadership talent, and preparing for both
planned and unforeseen transitions.
Board Diversity
The Company recognizes that a well-qualified and diverse Board is essential for strong
corporate governance. The Board strives to maintain a balanced composition with varied
skills, industry expertise, and professional backgrounds aligned with the Company's
strategic objectives. It believes that diversity in terms of gender, experience,
knowledge, and perspectives enhances the quality of discussions and leads to more balanced
and effective decision-making, supporting innovation, risk management, and long-term
growth.
The Board Diversity Policy, which forms an integral part of the Company's governance
framework, is available on the Company's website.
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.
Appointments and Re-appointments
Appointment to the Board
During the year under review, the following appointments and resignations in the Board
of Directors.
1. Resignation of Mr. Agfa Chengalan Nalagath (DIN: 10373519) as Whole-time Director of
the Company w.e.f August 11, 2025.
Reappointment to the Board
There were no reappointments to the Board during the year.
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.
Cessation from the Board
There were no cessations of directors during the year.
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
• Mr. Sukumar Srinivas, Managing Director
• Mr. C. Ravikumar, Whole-time Director
• Mr. Dhananjay Mirlay Srinivas, Whole-time Director
• Mr. Alex Varghese, Chief Financial Officer
• Ms. Ereena Vikram, Company Secretary and Compliance Officer
Mr. Alex Varghese, Chief Financial Officer, and Ms. Ereena Vikram, Company Secretary
and Compliance Officer (collectively, the 'Key Managerial Personnel'), were appointed with
effect from October 9, 2025.
Executive and Independent Directors are familiarized with the Company through
structured orientation and induction programmes designed to provide a comprehensive
understanding of its operations, industry dynamics, regulatory environment, and strategic
objectives. These programmes also emphasize the Company's vision, mission, governance
framework, and core values, enabling Directors to effectively discharge their roles and
responsibilities.
As part of the familiarization process, Directors are provided with key documents and
reference materials, including the Annual Report, investor presentations, press releases,
the Code of Conduct, policies, and the Company's constitutional documents. They are also
briefed on the organizational structure, risk management framework, internal control
systems, and key business segments.
To ensure continuous engagement and up-to-date knowledge, the Company regularly
apprises Directors of developments relating to business performance, financial results,
industry trends, and regulatory changes through detailed presentations at Board and
Committee meetings. Site visits, interactions with senior management, and periodic
strategy sessions are also organized, where necessary, to deepen their understanding of
the Company's operations and emerging opportunities and risks. This ongoing
familiarization process enables Directors to remain well-informed and actively contribute
to the Company's decision-making and governance processes.
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/upload
s/2026/05/SBL-Familiarisation-Programme-for-Ind ependent-Directors.pdf
13. Particulars of Loans, Advances, Guarantees and Investments made by the Company
The Company makes investments and, where required, extends loans or provides guarantees
to its subsidiaries to support their business operations and meet emergent business
requirements. The details of loans, guarantees and investments covered under Section 186
of the Companies Act, 2013, along with the purposes for which such loans or guarantees
were utilized, form part of the Notes to the standalone financial statements attached to
this Annual Report.
During the year under review, however, the Company did not grant any loans or provide
any guarantees falling within the purview of Section 186 of the Companies Act, 2013.
14. Unclaimed Dividend
As the Company was incorporated on October 13, 2023, no dividend was declared during
the year. Accordingly, there is no unclaimed dividend or unclaimed shares.
15. Reporting of Frauds, Audit and Auditors
During the year under review, no instances of fraud were reported by the statutory
auditors under sub-section (12) of Section 143 of the Companies Act, 2013, that are
required to be reported to the Central Government. The auditors have not reported any
matter involving fraud against the Company's employees or management which would warrant
reporting under the said provision. Accordingly, there were no such reportable frauds
during the year.
(i) Statutory Auditors: M/s ASA & Associates LLP, Chartered Accountants (Firms
Registration No. 009571N/N500006).
Pursuant to provisions of Section 139 of the Act read with the Companies (Audit and
Auditors) rules, 2014, M/s ASA & Associates LLP, Chartered Accountants (Firms
Registration No. 009571N/N500006) were appointed as the Statutory Auditors of the Company
for a first tenure of 5 (five) years in the financial year 2024-25 until the conclusion of
6th Annual General Meeting of the Company to be held in the financial year 2029-30.
The Auditor's Report for the financial year 2026 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. During the year under review, the Auditors had not reported any
matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required
to be disclosed under Section 134(3)(ca) of the Companies Act, 2013.
The remuneration in the form of fees (excluding GST and out of pocket expenses) for the
year ended March 31, 2026 to M/s ASA & Associates LLP, Chartered Accountants as the
Statutory Auditor of the Company are as follows:
Rs. in Lakhs
Engagement |
Amount |
| Statutory Audit |
20.00 |
| Limited Review |
9.00 |
| Consolidation |
2.00 |
| Tax Audit |
4.50 |
Total |
35.50 |
Note: The above fees exclude GST and out of pocket expenses
(ii) Internal Auditors: M/s GRSM & Associates
M/s. GRSM & Associates, Chartered Accountants were appointed as Internal Auditor of
the Company to carry out the internal audit function for FY 2025-26. M/s. GRSM &
Associates have confirmed that they are free from any disqualifications and also their
independence and arm's length relationship with the Company and are a peer-reviewed audit
firm including its partners.
The remuneration in the form of fees (excluding GST) for the year ended March 31, 2026
to M/s GRSM & Associates, Chartered Accountants as Internal Auditor of the Company are
as follows:
Rs. in Lakhs
Engagement |
Amount |
| Audit Fees |
4.50 |
| Other audit related services |
- |
Total |
4.50 |
Note: The above fees are exclusive of applicable GST and out-of-pocket expenses for a
period of six months pursuant to the Scheme of Arrangement.
(iii) Secretarial Auditors: 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 2026.
The remuneration in the form of fees (excluding GST) for the year ended March 31, 2026
to K. Jayachandran, Practicing Company Secretary as the Secretarial Auditor of the Company
are as follows:
Rs. in Lakhs
Engagement |
Amount |
| Audit Fees |
3.30 |
Total |
3.30 |
Note: The above fees exclude GST and out of pocket expenses.
The Secretarial Audit Report for FY 2025-26 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, 2026 for all
applicable compliances as per Listing Regulations and Circulars/Guidelines issued
thereunder. The Annual Secretarial Compliance Report of the Company for FY 2025-26 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,
2026 to March 31, 2031.
16. 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. The Statutory Auditors of the Company have issued an Audit Report with an
unmodified opinion on the Audited Financial Statements of the Company (Standalone and
Consolidated) for the year ended March 31, 2026.
(ii) Secretarial Auditor's Report
The Secretarial Audit Report does not contain any reservation, qualification or adverse
remark, which calls for any further explanation.
17. Particulars of Remuneration to Directors and Key Managerial Personnel
The Board of Directors has duly approved and adopted the Nomination and Remuneration
Policy in accordance with the applicable provisions of the Companies Act, 2013, and the
rules made thereunder, as well as the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Policy provides a comprehensive framework governing
the appointment, qualification, remuneration, performance evaluation, and removal of
Directors, Key Managerial Personnel (KMP), Senior Management Personnel (SMP), and other
employees of the Company, ensuring transparency, fairness, and alignment with the
Company's long-term strategic objectives.
The details of the Nomination and Remuneration Policy, including the principles
governing remuneration and other related matters concerning Directors, KMP, SMP, and other
employees, are provided in the Corporate Governance Report forming part of this Annual
Report. The Policy is also available on the Company's website and can be accessed at the
following webiink https://shankarabuiidpro.com/wp-content/upioad
s/2026/05/SBL-Nomination-and-Remuneration-Poi icy.pdf.
It is further affirmed that the appointment and remuneration of Directors, Key
Managerial Personnel, and aii other employees during the year ended March 31, 2026, have
been made in accordance with the said Nomination and Remuneration Poiicy of the Company
and applicable statutory provisions.
The Company has aiso instituted a structured and robust Board Evalition framework aimed
at assessing the performance and effectiveness of the Board of Directors as a whoie, its
Committees, and individuai Directors. The evaiuation is conducted on an Annual basis in
compliance with the appiicabie provisions and is designed to strengthen corporate
governance and enhance the overaii functioning of the Board.
The evaiuation process incorporates both seif-assessment and peer-review mechanisms,
wherein Directors evaiuate their own performance as weii as that of feiiow Board members.
The evaluation criteria inciude, inter aiia, the composition and diversity of the Board,
ievei of engagement and participation in meetings, quaiity and timeiiness of
decision-making, understanding of the Company's business and industry environment,
contribution to strategic direction, adherence to governance standards, and effectiveness
of Board Committees in discharging their respective responsibiiities.
In addition, separate evaluations are carried out for the Chairman and Independent
Directors, considering their respective roles and responsibliities. The Independent
Directors aiso conduct a separate meeting to review the performance of Non-Independent
Directors, the Chairman, and the overaii functioning of the Board, without the presence of
Non-Independent Directors or management, in accordance with appiicabie regulatory
requirements.
The statements required under Section 197(12) of the Companies Act, 2013, read with
Ruie 5(2) and 5(3) of the Companies (Appointment and Remuneration of Manageriai Personnei)
Ruies, 2014, as amended, form part of this Report as Annexure IV and shaii be made
avaiiabie to any Member upon request.
18. Corporate Social Responsibility
In pursuance of the Corporate Sociai Responsibiiity (CSR) Poiicy of the Company and in
accordance with the provisions of Section 135 of the Companies Act, 2013, read with the
appiicabie ruies made thereunder, every eiigibie company is required to spend at ieast 2%
of its average net profits of the preceding three financiai years towards CSR activities
as specified under the Act. The Company is committed to contributing towards sustainabie
deveiopment and sociai weifare initiatives in iine with its CSR framework and statutory
obiigations.
Based on the computation of average net profits as prescribed under Section 135 of the
Companies Act, 2013, the Company was required to aiiocate and spend an amount towards CSR
activities for the year ended March 31, 2026. Accordingiy, the Company was required to
spend ^101.02 iakhs towards Corporate Sociai Responsibiiity (CSR) activities during the
said financiai year.
Out of the above, the Company has spent ^24.28 iakhs towards eiigibie CSR activities
during the year under review. Accordingiy, an unspent CSR amount of ^76.74 iakhs remained
as on March 31, 2026. The aforesaid unspent amount does not pertain to any ongoing project
and has therefore been transferred by the Company to the Prime Minister's Nationai Reiief
Fund (PMNRF) / PM CARES Fund, being a fund specified under Scheduie VII of the Companies
Act, 2013, within the prescribed timeiines.
The CSR activities undertaken by the Company during the year are aiigned with its
approved CSR Poiicy and focus on areas such as education, heaithcare, community
deveiopment, environmentai sustainabiiity, and other sociai weifare initiatives, thereby
contributing to inciusive and sustainabie growth.
A detaiied overview of the CSR initiatives undertaken by the Company is provided in the
Report on Corporate Sociai Responsibiiity, which forms an integrai part of this Annual
Report. The CSR Poiicy of the Company is avaiiabie on its website and can be accessed at
chrome- https://shankarabuiidpro.com/wp-content/upioad
s/2026/05/SBL-Corporate-Sociai-Responsibiiity-Poi icy.pdf
Further, the Annual Report on CSR activities as required under Section 135 of the
Companies Act, 2013, is annexed as Annexure V to this Report.
19. Particulars of Employees
The particulars of employee remuneration as required under Section 197(12) of the
Companies Act, 2013, read with Rule 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, form part of this Directors' Report as Annexure
VI.
The statement containing details of the top 10 employees and employees drawing
remuneration in excess of the limits prescribed under the said provisions is provided as a
separate annexure to this Report. In terms of the proviso to Section 136(1) of the Act,
this annexure is not being sent to the Members along with the Annual Report but is
available for inspection through electronic mode. The same shall also be made available to
any Member upon request.
20. Business Responsibility and Sustainability Report
In accordance with SEBI circular dated July 12, 2023, the Company has prepared the
Business Responsibility and Sustainability Report for the year ended March 31, 2026, in
the prescribed format which forms part of this Annual Report and can be accessed at
https://shankarabuildpro.com/investors/
The mandatory assurance of the Business Responsibility and Sustainability Report Core
is not applicable for the year ended March 31, 2026 in view of the fact that the Company
is not in the top 250 listed companies based on the market capitalisation as on March 31,
2026.
21. Extract of Annual Return
In accordance with the Act, a copy of the Annual Return as on March 31, 2026 in the
prescribed format is available on the Company's website at
https://shankarabuildpro.com/investors/
22. Change in the nature of Business
There was no change in the nature of business of the Company during the year under
review.
23. Credit Rating
CRISIL has assigned the Long Term Rating A- stable and Short Term Rating 'CRISIL A2+'
on the bank loan facilities of the Company.
24. Board Governance
The Company's governance framework is based on the principles of transparency,
integrity, and accountability and follows a three-tier structure comprising Shareholders,
the Board of Directors, and Executive Management. Board governance defines the framework
governing the composition, roles, and functioning of the Board, and the Company's
governance guidelines set out provisions relating to the role of the Chairman and
Directors, Board diversity, independence criteria, tenure, remuneration, retirement age,
and the constitution of Board Committees.
Details of the Board and its Committees, including their composition and terms of
reference, are provided in the Corporate Governance Report forming part of this Annual
Report. The Company has constituted various Committees with a majority of Independent
Directors, while the Audit and Risk Management Committees comprise both Executive and
Independent Directors. During the year under review, eleven Board meetings and three Audit
Committee meetings were held. Details of meetings, attendance of Directors, and their
skill sets are provided in the Corporate Governance Report.
The Nomination and Remuneration Committee identifies and recommends suitable candidates
based on required skills and expertise, ensuring a diverse and competent Board. The
Company's Nomination and Remuneration Policy is available on its website at
https://shankarabuildpro.com/wp-content/uploads/2026/05/SBL-Nomination-and-Remuneration-Policy.pdf
25. Board and Committee Constitution
The Company maintains a balanced mix of Executive and Independent Directors to ensure
Board independence and a clear separation of governance and management. As on March 31,
2026, the Board comprises six members, including three Executive Directors and three
Independent Directors (one being a woman). Further details on Board and Committee
composition and meetings are provided in the Corporate Governance Report forming part of
this Annual Report.
26. Board Policies
The Company has adopted comprehensive charters for its key Board Committees, namely the
Audit Committee, Nomination and Remuneration Committee, Risk Management Committee,
Corporate Social Responsibility Committee, and Stakeholders' Relationship Committee, along
with various policies and codes as required under the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015. These charters,
policies, and codes establish the framework for the effective functioning, roles,
responsibilities, and governance standards of the respective Committees and are designed
to ensure robust oversight, regulatory compliance, and alignment with best corporate
governance practices.
ALL such charters, policies, and codes are periodically reviewed and updated by the
Board to ensure their continued reLevance and compLiance with appLicabLe statutory and
reguLatory requirements. The details of the charters, policies, and codes as adopted by
the Board are provided in Annexure VII forming part of this Board's Report."
27. Independent Directors
ALL Independent Directors of the Company have furnished declarations under Section
149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence
prescribed under Section 149(6) of the Act read with Regulation 16(1)(b) of the SEBI
(Listing Obligations and Disclosure Requirements) ReguLations, 2015. The Board confirms
that there has been no change in circumstances affecting their independence during the
year under review. Further, the Company had no pecuniary relationship or transactions with
its Directors, other than payment of remuneration to Executive Directors, sitting fees and
commission to Non-executive Directors, and reimbursement of expenses incurred for
attending Board and Committee meetings.
The Board aLso confirms that the Independent Directors possess the requisite expertise,
experience, integrity, and proficiency in terms of Rule 8 of the Companies (Accounts)
Rules, 2014, as amended.
In accordance with Section 150 of the Act and applicable rules, the Independent
Directors have registered with the Indian Institute of Corporate Affairs (IICA) and are
exempt from the online proficiency seLf-assessment test. They have aLso duLy renewed their
registrations for the appLicabLe tenure.
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.
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,
2026, 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 ASA & Associates LLP,
Chartered Accountants (Firms Registration No. 009571N/N500006), the Company's Statutory
Auditor and have given unmodified opinion on the financial statements for the year ended
March 31, 2026.
29. Audit Committee
The Board of Directors of the Company has duly constituted an Audit Committee in
compliance with the provisions of Section 177 of the Companies Act, 2013, the rules framed
thereunder, and Regulation 18 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015. The Audit Committee functions as a key mechanism of the
Board for ensuring the integrity of financial reporting, effectiveness of internal
controls, and compliance with applicable laws and regulations. The Committee also reviews
financial statements, audit findings, risk management processes, and related party
transactions, among other matters within its terms of reference.
As on March 31, 2026, the Audit Committee comprised four Directors, with an Independent
Director serving as its Chairman. The Committee meets at regular intervals to effectively
discharge its responsibilities and ensure robust financial oversight and governance
practices within the Company.
The recommendations made by the Audit Committee are placed before the Board for its
consideration and approval, and during the year under review, there were no instances
where such recommendations were not accepted by the Board. This reflects the alignment and
effectiveness of the Committee's deliberations with the Board's decision-making process.
A detailed note on the composition, roles, responsibilities, and functions of the Audit
Committee is provided in the Report on Corporate Governance, which forms an integral part
of this Annual Report. The charter, policies, and codes adopted by the Board in relation
to the Audit Committee and other governance matters are available on the Company's website
at
https://shankarabuildpro.com/wp-content/upload s/2026/05/SBL-Audit-Committee.pdf.
30. Related Party Transactions
During the year under review, all related party transactions, including ratification of
transactions entered into by the Company, were approved by the Audit Committee comprising
Independent Directors. All such transactions were undertaken in the ordinary course of
business and on an arm's length basis. Prior approval of the Audit Committee is obtained
for all related party transactions, and details of actual transactions are periodically
placed before the Committee for review.
The Company confirms that no materially significant related party transactions were
entered into with Directors, Key Managerial Personnel, Senior Management, or their
relatives that may have a potential conflict with the interests of the Company.
Appropriate disclosures have been received from Key Managerial Personnel and Senior
Management in this regard.
Details of related party transactions are disclosed in Note No. 45 to the Standalone
Financial Statements in accordance with Ind AS 24 and applicable provisions of the
Companies Act, 2013. The Policy on Related Party Transactions is available on the
Company's website at
https://shankarabuildpro.com/wp-content/uploads/2026/05/SBL-Dividend-Distribution-Policy.pdf
The Company is not classified as a Micro, Small and Medium Enterprise (MSME) under the
MSME Development Act, 2006. However, it is registered on the MSME facilitation platform
for enabling electronic discounting of MSME receivables on a without recourse basis at
competitive financing terms.
31. Human Resource
The Human Resources function continued to focus on strengthening organizational
capability through several key initiatives during the financial year, with talent
acquisition remaining a primary priority. The Company has been actively engaged in
attracting, developing, and retaining skilled talent across key functions to support its
strategic growth objectives and enhance operational efficiency. Various HR initiatives
were undertaken during the year to build a performance-driven and employee-centric work
environment.
As on March 31, 2026, the Company had a total of 925 employees on its payroll.
32. Information Technology & Cyber Security
The Company is in the process of implementing an integrated ERP system to facilitate
real-time management of resources and streamline core business processes across its
operations. This integrated system will enable seamless coordination between various
functions, enhances operational efficiency, and supports data-driven and informed
decision-making. It also aids in effective demand tracking, inventory optimisation, and
improved visibility across the supply chain, thereby contributing to better planning and
control. The ERP platform will be supported and maintained by a dedicated in-house
Information Technology team, ensuring its continuous functioning, upgrades, and alignment
with evolving business requirements.
Recognising cyber security as a critical aspect of business continuity and risk
management, the Company has adopted a robust security framework designed to safeguard its
information systems, data integrity, and digital infrastructure. The Company undertakes
regular cyber security assessments, including email vulnerability testing and system
audits, to identify and mitigate potential risks proactively.
33. Board Evaluation
The Company conducts an annual evaluation of the Board of Directors, individual
Directors, and Board Committees in accordance with the provisions of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The
process is aimed at assessing the effectiveness, composition, and functioning of the Board
and identifying areas for improvement in governance and decision-making.
The performance of the Board is evaluated based on inputs from all Directors,
considering parameters such as composition, decision-making effectiveness, quality of
information flow, and overall functioning. Similarly, the performance of Committees is
assessed by the Board, taking into account inputs from Committee members and factors such
as composition, effectiveness of meetings, and achievement of objectives, in line with
SEBI's Guidance Note on Board Evaluation.
A separate meeting of Independent Directors is held to evaluate the performance of
Non-Independent Directors, the Board as a whole, and the Chairman. In addition, the
Nomination and Remuneration Committee reviews the performance of individual Directors
based on their participation, preparedness, and contribution to deliberations. The
outcomes of the evaluation are discussed at the subsequent Board meeting, enabling
constructive feedback and continuous improvement in governance, accountability, and Board
effectiveness.
34. Corporate Governance and Shareholders' Information
In accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, the Report on Corporate Governance forms part of this
Annual Report. A certificate from a Practicing Company Secretary confirming compliance
with the mandatory corporate governance requirements is also annexed to the said report.
Further, the Managing Director and Chief Financial Officer certificate included in the
Corporate Governance Report confirms the adequacy and effectiveness of internal controls
and their responsibility to report and address any deficiencies through appropriate
governance mechanisms.
35. Risk Management
The Company has adopted an enterprise-wide Risk Management Framework to enable a
structured approach for identification, assessment, mitigation, monitoring, and governance
of key risks. The framework ensures timely management of strategic risks through
appropriate mitigation plans. The Company has constituted a Risk Management Committee of
the Board and has in place a Board-approved Risk Management Policy covering risk appetite,
risk tolerance, risk assessment, and mitigation strategies. The Committee reviews key
risks on a quarterly basis, monitors implementation of the framework, and recommends
changes to the Policy, if required.
The Chief Risk Officer (CRO) oversees the implementation of the Risk Management
Framework, while the Audit Committee provides additional oversight of financial risks and
internal controls, ensuring comprehensive risk governance.
A detailed disclosure on Risk Management is provided in the Management Discussion and
Analysis Report forming part of this Annual Report. The Risk Management Charter and Policy
are available on the Company's website at https://shankarabuildpro.com/wp-content/upload
s/2026/05/SBL-Risk-Management-Policy.pdf
36. Internal Control Systems and their Adequacy
In accordance with Section 134(5)(e) of the Companies Act, 2013 and the SEBI (LODR)
Regulations, 2015, the Company has established a robust internal control system
commensurate with the scale and nature of its operations. The Audit Committee regularly
reviews the adequacy and effectiveness of these controls, and the Board believes that the
internal financial controls operated effectively during FY 2025-26.
The Company has also implemented systems to ensure compliance with all applicable laws
as required under Section 134(5)(f) of the Act. The Internal Audit function operates under
a defined Audit Charter, with the Independent Internal Auditor reporting directly to the
Audit Committee Chairman to ensure independence. The annual audit plan, based on the
Company's risk profile, is approved and monitored by the Audit Committee. Audit
observations are shared with management for corrective action and periodically reviewed by
the Committee, which also interacts independently with the Statutory Auditor and
management to assess the effectiveness of internal controls.
37. Whistle Blower/Vigil Mechanism
The Company has implemented a Vigil Mechanism through its Whistle-Blower Policy in line
with applicable laws and Listing Regulations. It enables employees to report concerns
without fear of retaliation, including anonymously, and provides direct access to the
Chairman of the Audit Committee. Quarterly updates on complaints are reviewed by the Audit
Committee.
The details of complaints received / disposed / pending during the year ended March 31,
2026.
Particulars |
Details |
| No. of Complaints received in the year |
Nil |
| No. of Complaints disposed off during year |
Nil |
| No. of cases pending as on March 31, 2026 |
Nil |
The Vigil Mechanism/Whistleblower Policy is available on the Company's website at
https://shankarabuildpro.com/wp-content/uploads/2026/05/SBL-Terms-Conditions-of-Appointment-of-Independent-director.pdf
38. Code of Conduct
The Company has established a robust framework to monitor compliance with applicable
laws and provide periodic updates to Senior Management and the Board. The Audit Committee
and the Board regularly review compliance status. A declaration on compliance with the
Code of Conduct, signed by the Managing Director, is included in the Corporate Governance
Report forming part of this Annual Report.
39. Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013
The Company promotes high standards of professionalism, integrity, and ethical conduct,
and fosters a safe, inclusive, and respectful workplace as an equal opportunity employer.
It has a zero-tolerance policy on sexual harassment and has implemented measures in line
with the POSH Act, 2013, supported by regular training and awareness programmes to ensure
compliance and confidentiality. An Internal Committee has been constituted in accordance
with the Act to address and resolve complaints effectively.
The following are the summary of the complaints received and disposed off during FY
2026:
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 |
40. Deposits from the Public
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. Secretarial compliance and standards.
The Company's structured compliance framework is regularly monitored and updated in
line with evolving legal and regulatory requirements. The Audit Committee and the Board of
Directors periodically review the status of compliance with applicable laws.
During the year under review, the Company has 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. 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, Research and Development, Technology Absorption, Foreign
Exchange Earnings and outgo
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
as Annexure VIII in the Board's Report.
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
The National Company Law Tribunal, Bengaluru Bench, passed an order on August 21, 2025,
approving the Scheme of Arrangement between
Shankara Building Products Limited ("Demerged Company") and Shankara Buildpro
Limited ("Resulting Company"). A certified copy of the order was received on
September 1, 2025.
46. Other disclosures
(i) 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 : The Company has not made any one-time
settlement for loans taken from the Banks or Financial institution.
(ii) 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.
(iii) 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).
(iv) 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.
(v) There was not revision of financial statements and Board Reports.
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, 2026.
48. Listing with Stock Exchanges
The equity shares of the Company are listed in the BSE Limited (scrip code: 544517) and
in the National Stock Exchange of India Limited (scrip code: BUILDPRO) 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 INE24OJ01011 through Kfin technologies Limited, our Registrar and Share Transfer Agent.
The Company has paid the Annual Listing Fees for the year 2025-26 and 2026-27 to the
Exchanges where the Company shares are listed i. e, the National Stock Exchange of India
Ltd (‘NSE') and BSE Ltd (‘BSE').
49. Compliance with the Maternity Benefit Act
During the year under review the Company has complied with the provisions of the
Maternity Benefit Act, 1961.
50. Green Initiatives
The electronic copies of the Annual Report for FY 2025-26 and the Notice of the 3rd
Annual General Meeting is being sent to all Shareholders whose email addresses are
registered with the Company / Depository Participants (DP).
For Members who have not registered their email addresses, a separate letter together
with the link of the Annual Report will be sent, separately.
To support the "Green Initiative”, Members who have not registered their
email addresses are requested to register the same with their DP in case the shares are
held by them in electronic form and with Registrar and Transfer Agent, in case the shares
are held by them in physical form.
Acknowledgement
The Board places on record its thanks to the customers, vendors, investors, bankers,
financial institutions, and all other stakeholders for their continued support during the
year. The Board places on record its appreciation of the contribution made by the
employees at all levels as the Company's consistent growth.
|
For and on behalf of the Board of Directors |
|
Place : Bengaluru |
Sukumar Srinivas |
Dhananjay Mirlay Srinivas |
Date : May 19, 2026 |
Managing Director |
Whole-time Director |
|
DIN:01668064 |
DIN:09108483 |
|