Annual Report FY 2025-26

Shalby/SE/2026‐27/44 August 17, 2026 The Listing Department Corporate Service Department National Stock Exchange of India Ltd BSE Limited Mumbai 400 051. Mumbai 400 001. Scrip Code : SHALBY Scrip Code: 540797 Through : https://neaps.nseindia.com/NEWLISTINGCORP/ Through : http://listing.bseindia.com Sub.: Notice of 22nd Annual General Meeting of the members of the Company scheduled on Thursday, September 10, 2026 and Annual Report for FY 2025‐26 Dear Sir / Madam, In furtherance to our letter dated May 27, 2026, whereby the Company has given an intimation of convening 22nd Annual General Meeting (“AGM”) of the Shareholders of Shalby Limited (“Company”) on Thursday, September 10, 2026 at 4:00 p.m. (IST) through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’), in accordance with the applicable provisions of the Companies Act, 2013 and Rules made thereunder (“Act”) and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, read with the applicable circulars as issued by Ministry of Corporate Affairs (“MCA”) and Securities and Exchange Board of India (“SEBI”), in relation to the subject matter. In connection with the aforesaid, we enclose herewith the Notice convening 22nd AGM of the members of the Company and Annual Report for FY 2025‐26, which are being sent to the members through electronic mode today. The same are also available on the website of the Company and can be accessed using the below given links: Notice of 22nd Annual General Meeting https://www.shalby.org/wp‐content/uploads/2018/01/Shalby‐ Ltd‐Notice‐of‐22nd‐AGM.pdf Annual Report for FY 2025‐26 https://www.shalby.org/wp‐content/uploads/2018/01/Shalby‐ Limited‐Annual‐Report‐2025‐26.pdf Further to inform that the Company has fixed Thursday, September 3, 2026 as the “Cut‐off date” for the purpose of remote e‐voting, for ascertaining the eligibility of the Shareholders to cast their votes electronically in respect of the businesses to be transacted at the AGM. The remote e‐Voting facility would be available during the following period: Cut‐off date for E‐voting Thursday, September 3, 2026 Commencement of Remote E‐voting Saturday, September 5, 2026 at 9:00 a.m. IST Conclusion of Remote E‐voting Wednesday, September 9, 2026 at 5:00 p.m. IST E‐voting Sequence Number (EVSN) 140831 In accordance with Regulation 36(1)(b) of the Listing Regulations, a letter is being sent to those Members who have not registered their email addresses with the Company / RTA / DPs, providing the web‐link including the exact path, from where the said Notice and Annual Report can be accessed on the Company’s website. You are requested to take the same on your record. Thanking You, Yours sincerely, For Shalby Limited Tushar Shah Vice President & Company Secretary Mem. No: F7216 Encl: as above Notice NOTICE Notice is hereby given that the 22nd Annual General Meeting (‘AGM’) of the Members of Shalby Limited will be held on Thursday, September 10, 2026 at 4:00 p.m. through video conferencing (VC), to transact the following business; ORDINARY BUSINESS ITEM NO. 1: Adoption of Audited Financial Statements To consider and if thought fit, to pass the following resolution with or without modification as an Ordinary Resolution. To receive, consider and adopt i. the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026 together with the reports of Board of Directors and Auditors thereon; ii. the Audited Consolidated Statements of the Company for the financial year ended March 31, 2026 together with the report of Board of Directors and Auditors thereon; and in this regard, to pass the following resolutions as Ordinary Resolutions: (i) “RESOLVED THAT the Audited Standalone Financial Statements of the Company for the financial year ended March 31, 2026, together with the Report of the Board of Directors and Auditors’ thereon placed before this meeting, be and are hereby received, considered and adopted.” (ii) RESOLVED FURTHER THAT the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2026, together with the Report of the Auditors thereon placed before this meeting, be and are hereby received, considered and adopted.” SPECIAL BUSINESS ITEM NO. 2 - Ratification of the remuneration payable to Cost Auditors of the Company for the FY 2026-27 To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution. “RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof, for the time being in force), the remuneration, as recommended by the Audit Committee and as approved by the Board of Directors and set out in the statement annexed to the notice convening this meeting, to be paid to M/s. S A & Associates, www.shalby.org Annual Report 2025-26 | 431 Cost Accountants, Ahmedabad (Firm Registration No. 000347), appointed as the Cost Auditors by the Board of Directors of the Company, to conduct the audit of the cost records of the Company for the Financial Year ending March 31, 2027, be and is hereby ratified.” ITEM NO. 3 – Appointment of Mr. Shanay Vikram Shah (DIN: 02726541) as a Director of the Company To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution “RESOLVED THAT in terms of provisions of Section 152 read with other applicable provisions of the Companies Act, 2013 (“the Act”) (including any amendment, re-enactment or statutory modification thereof) and the Rules made thereunder and as per relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (including any amendments thereto or re-enactment thereof, for the time being in force) (hereinafter collectively referred to as the “Applicable Laws”) as amended from time to time and the Articles of Association of the Company, Mr. Shanay Vikram Shah (holding Director Identification Number: 02726541), who, on the recommendation of Nomination and Remuneration Committee was appointed as an Additional Director by the Board of Directors of the Company with effect from August 12, 2026, being eligible for appointment and has consented to act as a Director, be and is hereby appointed as a Director of the Company and that he shall be liable to retire by rotation.” ITEM NO. 4 – Appointment of Mr. Shanay Vikram Shah (DIN: 02726541) as a Whole Time Director for a term of five consecutive years, with effect from August 12, 2026, liable to retire by rotation To consider and, if thought fit, to pass the following resolution as an Ordinary Resolution “RESOLVED THAT pursuant to the provisions of Section 188, 196, 197, and 203 of the Companies Act, 2013 (“Act”) read with Schedule V thereto, Rule 15 of the Companies (Meetings of Board and its Powers) Rules, 2014, the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Regulation 23(4) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and other applicable provisions, if any (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) (hereinafter collectively referred to as “Applicable Laws”), and the Articles of Association of the Company and pursuant to the prior approval of the Audit Committee and the recommendation of the Nomination and Remuneration Committee and the Board of Directors at their respective meetings held on August 12, 2026, the consent of the Members of the Company be and is hereby accorded to the appointment of Mr. Shanay Vikram Shah (DIN: 02726541) as a Whole-Time Director of the Company, for a term of 5 consecutive years, with effect from August 12, 2026, liable to retire by rotation, at the remuneration as set out in the statement annexed to [Showing first 8,000 characters — download PDF for full document]